Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and will cause each of its Restricted Subsidiaries to, comply is in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of governing its Restricted 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 propertybusiness, except where to the extent that any such failure to so comply could (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Materially 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 Restricted Subsidiaries shall cause has received written notice, or allow the release otherwise knows, that it is in any respect in noncompliance with, breach of Hazardous Materialsor default under any applicable writ, solid waste order, judgment, injunction, or other wastes on, under or decree to any Real Property in which the Borrower or such Restricted Subsidiary holds is a party or that would affect the ability of the Borrower or such Subsidiary to operate any interest real property and no event has occurred and is continuing that, with the passage of time or performs any the giving of its operationsnotice 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 violation the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of any applicable Environmental Lawthe Borrower, if such release could threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofThere are no facts, of circumstances, conditions or occurrences on any Environmental Claim which the Borrower receives involving any potential real property now 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted 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, which violation occupancy, use or liability could 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 Materially Material 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 will, and will cause each of its Restricted Subsidiaries toSubsidiaries, after the Closing Date, comply in all respects with all applicable Environmental Laws, includingexcept such non-compliance that, without limitationindividually 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 have obtained all applicable licenses, permits, authorizations and registrations required under any Environmental Laws Law (“Environmental Permits”) necessary for their respective operations, and all such Environmental Permits are in jurisdictions good standing, and each Borrower and each of its Subsidiaries are in which the compliance with all terms and conditions of such Environmental Permits. (c) Except as specifically identified on Schedule 5.09, none of any Borrower or any of its Restricted Subsidiaries owns or operates a facility any of their present property or site, arranges for disposal operations is subject to any (i) outstanding written order from or treatment of Hazardous Materials, accepts for transport agreement with any Hazardous MaterialsGovernmental Authority or other Person, or holds (ii) judicial or docketed administrative proceeding respecting any interest Environmental Law, Environmental Claim or Hazardous Material., other than, in real propertythe case of clause (i), except where any such order or agreement the failure breach or violation of which would not reasonably be expected to so comply could result in a Material Adverse Effect and, in the case of clause (ii), any such proceeding that if determined adversely to the Company or any of its Subsidiaries would not reasonably be expected to 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, would reasonably be expected to have a Materially Material Adverse Effect. Neither . (e) Except as specifically identified on Schedule 5.09, as of the Closing Date, no Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation has knowledge of any applicable Environmental Law, if oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of such release could reasonably be expected to have a Materially Adverse Effect. 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 Restricted Subsidiaries arising in connection with any noncompliance with and no site, facility or violation of the requirements of any Environmental Law vessel now or a material Release previously owned, operated 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 leased by such Borrower or any of its Restricted Subsidiaries holds is listed or has held an interest, upon to the Borrower’s learning thereof by receipt knowledge of notice that the such Borrower or any of its Restricted Subsidiaries is proposed for listing on any federal or may be liable to any Person as a result state list of such Release sites requiring investigation 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 Lawsclean-up. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower willMaintain at all times all Material permits, licenses and will cause each of its Restricted Subsidiaries to, comply with all applicable other authorizations required under Environmental Laws, including, without limitation, and comply in all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Material respects with all terms and conditions of the Borrower or any of its Restricted Subsidiaries arising required permits, licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained 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 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 Notify the Administrative Agent at and the Lenders promptly upon obtaining knowledge that (i) any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, Property previously or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased presently owned or operated by the Borrower or any Subsidiary is the subject of a Material environmental investigation by any Governmental Authority having jurisdiction over the enforcement of Environmental Laws, (ii) the Borrower or any of its Restricted SubsidiariesSubsidiaries has been or may be named as a responsible party subject to a Material Environmental Liability, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then (iii) the Borrower shallobtains 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, upon written request following notice from the Administrative Agent, provide 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 such reportsEnvironmental Laws and whether there exists any condition or circumstance which may require a cleanup, certificates, engineering studies removal or other written material remedial action by the Borrower or data as 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 reasonably may require so 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 reasonably satisfy the Administrative Agent that or any 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 such Restricted any Subsidiary is in material with respect to (i) compliance with Environmental Laws or (ii) all applicable Environmental Lawsor substantially all of the operational aspects of the Borrower or any Subsidiary.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply Seller is in compliance in all material respects with all applicable Environmental Laws, including, without limitation, all applicable and any past noncompliance by the Seller with Environmental Laws in jurisdictions any respect has been resolved without any ongoing or future Liabilities. (b) The Seller has not received any written notice of any Action, and, to the Knowledge of the 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 which connection with the Borrower Business; (iii) asserts or alleges that the Seller is required to pay all or a portion of the cost of any past, present or future Remedial Action at any of its Restricted Subsidiaries owns the Seller Leased Real Property or operates a facility in connection with the Business; or (iv) asserts or sitealleges 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, arranges for disposal permitted or treatment of suffered Hazardous MaterialsMaterials to be stored, accepts for transport any Hazardous Materialsdeposited, treated, recycled, disposed of, or holds Released at any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Seller Leased Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental LawLaws in any material respect, and to the Knowledge of 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 Laws. To the 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 release could reasonably be expected Seller Leased Real Property to have a Materially Adverse EffectLiability for any Remedial Action under any Environmental Laws. The Borrower shall notify the Lenders promptly after its receipt of notice thereofSeller is not subject, of 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, 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 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 its interests in the Seller Leased Real Property or that in connection with the Borrower or such Restricted Subsidiary has been identified as potentially responsible forBusiness, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) of the commencement Order related to or overt threat of any judicial or administrative proceeding alleging a material violation arising out of any Environmental Laws. (b) If , and, to the Administrative Agent at any time Knowledge of the Seller, the Seller has not been named or listed as a reasonable basis potentially responsible party in a matter related to believe that there may be a violation or arising out of any Environmental Law byLaws. The Seller is not conducting or funding any Remedial Action in connection with the Business or at any Seller Leased Real Property. The Seller has provided Buyer with true, or any liability arising thereunder ofcorrect and complete copies of all environmental assessments, the Borrower or any of its Restricted Subsidiaries or related to any real property ownedaudits, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 analyses of any Seller Leased Real Property in its possession or data as control. All amounts required to correct any issue related to compliance by the Administrative Agent reasonably may require so as to reasonably satisfy Seller with any and all Environmental Laws are reflected in the Administrative Agent that the Borrower or such Restricted Subsidiary is in material compliance with all applicable Environmental LawsFinancial Statements.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could Except as would not reasonably be expected to have a Materially Material Adverse Effect. Neither the , (i) Borrowers, Guarantors and any Subsidiary of any Borrower nor or Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste on or other wastes on, under off its premises (whether or to not owned by it) in any Real Property manner which at any time violates in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of material respect any applicable Environmental Law or any permit issued to Borrower under Environmental Law, if such release could 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 Borrowers and Guarantors under Environmental Law. (b) Except as would not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify , 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 Lenders promptly after its receipt of notice thereof, best of any Environmental Claim which the Borrower receives involving Borrower’s or Guarantor’s knowledge threatened, with respect to any potential or actual material liability of the Borrower or any of its Restricted Subsidiaries arising in connection with any noncompliance non compliance with or violation of the requirements of any Environmental Law by any Borrower or a material Release Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened Release or actual, of any Hazardous MaterialsMaterial or the generation, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) use, storage, treatment, transportation, manufacture, handling, production or disposal of any material Release Hazardous Materials by any Borrower or Subsidiary of Hazardous Material on, under or 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 other environmental matter involving Borrower or any Subsidiary 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 LawsBorrower. (bc) 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could Except as would not reasonably be expected to have a Materially Material Adverse Effect, then 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 Borrower shallgeneration, upon written request from 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 Administrative Agent, provide the Administrative Agent with operations of Borrowers and Guarantors under any Environmental Law and all of such reportslicenses, certificates, engineering studies approvals or similar authorizations and other written material 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 data as the Administrative Agent reasonably may require so as warranty is made in this Agreement with respect to reasonably satisfy the Administrative Agent that the Borrower or such Restricted Subsidiary is in material compliance with all applicable Environmental Lawsenvironmental matters.

Environmental Compliance. (a) The Borrower willExcept as, and will cause each of its Restricted Subsidiaries toindividually or in the aggregate, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could would not reasonably be expected to result in a Material Adverse Change, EnergySolutions, Duratek and Holdco each shall: (a) comply, and cause all other Persons to comply, with all Environmental Laws and Environmental Permits now or hereafter applicable to the Property or the Permitted Business and EnergySolutions, Duratek and Holdco each shall have a Materially Adverse Effect. Neither 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 operation of the Borrower nor Permitted Business; (c) conduct and complete, at its sole cost and expense, any of its Restricted Subsidiaries shall cause investigation, study, sampling, monitoring or allow the release of Hazardous Materialstesting (collectively “Environmental Testing”) and undertake any investigation, solid waste clean-up, removal, remedial, corrective, mitigation, response, monitoring or any other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of activity (collectively “Environmental Clean-up Activities”) required by any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential governmental authority 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 with respect to Hazardous MaterialsMaterials at, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material in, on, under or 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 ReleaseProperty, and (ii) of the commencement any such Environmental Testing 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 Clean-up Activities shall 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent undertaken 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 appropriate diligence and in material 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 Collateral Agent written notice of and copies of 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 responsible, which is reasonably likely to result in a material Environmental Claim pertaining to the Property, EnergySolutions, Duratek or Holdco; all such notices shall describe in reasonable detail the nature of the Environmental Claim, investigation, fact, condition, event or other circumstance and EnergySolutions’, Duratek’s or Holdco’s response thereto; (e) at any 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 at EnergySolutions’ or Duratek’s sole cost and expense, (i) diligently commence (or cause another Person to commence) to cure such condition, to the extent required by applicable Environmental Laws (including commencing any evaluation or assessment of such conditions and the development of an 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 event of an emergency) and (ii) thereafter diligently prosecute (or cause another Person to diligently prosecute) such cure to completion; and (f) EnergySolutions, Parent and Holdco shall provide to the Administrative Agent such detailed reports relating to any material Environmental Claim as may reasonably be requested by the Administrative Agent or the Lenders.

Environmental Compliance. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records: (ai) The Borrower willthe property, assets and will cause each operations of its Restricted Azarga and the Azarga Subsidiaries to, comply in all material respects with all applicable Environmental Laws; (ii) Azarga and the Azarga Subsidiaries have obtained all material licenses, includingpermits, without limitationapprovals, consents, certificates, regulations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses as currently carried on by Azarga and the Azarga Subsidiaries, and each Environmental Permit is valid, subsisting and in jurisdictions good 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 best of the knowledge of Azarga, no proceeding is pending or threatened to revoke or limit any Environmental Permit; (iii) Azarga and the Azarga Subsidiaries do not have any knowledge of, and have not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which the Borrower may affect, either Azarga or any Azarga Subsidiary or any of its Restricted 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 the property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause assets or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice operations thereof, of 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, 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 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 alleging any judicial or administrative proceeding alleging a material violation of any Environmental Laws. (b) If , Azarga is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither Azarga nor any Azarga Subsidiary nor any of the Administrative Agent at property, assets or operations thereof is the subject of any time has a reasonable basis investigation, evaluation, audit or review by any Governmental Authority to believe that there may be a determine whether any violation of any Environmental Law byLaws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority; (iv) Azarga and the Azarga Subsidiaries have not given or filed any notice under any federal, provincial or local law with respect to any Environmental Activity, none of Azarga or any Azarga Subsidiary has any material liability arising thereunder of(whether contingent or otherwise) in connection with any Environmental Activity and, to the Borrower knowledge of Azarga, no notice has been given under any federal, state, provincial or local law or of any material liability (whether contingent or otherwise) with respect to 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 Restricted Subsidiaries any hazardous or related toxic waste, in each case in a manner contrary to any real property ownedEnvironmental Laws, leased or operated by and to the Borrower best of the knowledge of Azarga, there are no Contaminants on any of the premises at which Azarga or any of its Restricted SubsidiariesAzarga Subsidiary carries on business, which violation or liability could reasonably be expected in each case other than in compliance with Environmental Laws; and (vi) Azarga and the Azarga Subsidiaries are not subject to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reports, certificates, engineering studies any contingent or other written material or data as the Administrative Agent reasonably may require so as liability relating to reasonably satisfy the Administrative Agent that the Borrower or such Restricted Subsidiary is in material non-compliance with all applicable Environmental LawsLaw.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower Except as set forth on Schedule 8.8 hereto or any of its Restricted 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 where the failure to so comply could as would not reasonably be expected to have a Materially Material Adverse Effect. Neither the , no Borrower nor or Guarantor has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste on or other wastes on, under off its premises (whether or to not owned by it) in any Real Property manner which at any time violates in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of material respect any applicable Environmental Law or any permit issued to any Borrower or Guarantor under Environmental Law, if such release could and the operations of Borrowers and Guarantors and their respective Subsidiaries comply in all material respects with all Environmental Laws and all permits issued to any Borrower or Guarantor under Environmental Law. (b) Except as set forth on Schedule 8.8 hereto or as would not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of there has been no investigation by any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower 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 its Restricted Subsidiaries arising in connection each Borrower’s and Guarantor’s knowledge threatened, with respect to any noncompliance non-compliance with or violation of the requirements of any Environmental Law by such Borrower or a 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 Release respect such Borrower or threatened Release 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, 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 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. (bc) If the Administrative Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, Except as set forth on Schedule 8.8 hereto or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could as would not reasonably be expected to have a Materially Material Adverse Effect, then 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 shall, upon written request from and Guarantor has all permits required to be obtained or filed in connection with the Administrative Agent, provide the Administrative Agent with operations of such reportsBorrower and Guarantor under any Environmental Law and all of such licenses, certificates, engineering studies approvals or similar authorizations and 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 permits are valid and in material compliance with all applicable Environmental Lawsfull force and effect.

Environmental Compliance. (a) The Borrower will18.1 Licensee represents that it has conducted a complete inspection of the Facilities and 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 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 will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation compliance with all 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 applicable Environmental Law, if such release could reasonably be expected environmental condition arising from or alleged to have a Materially Adverse Effect. 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 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, 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 arise 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 bysuch 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 liability arising thereunder ofother provision of this Agreement, Railroad shall have the Borrower 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 obligations to comply with all such laws, 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 Facilities for the 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 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 right, but not the obligation, to conduct reasonable inspections of Licensee’s Response Action and Licensee shall provide Railroad all information requested by Railroad regarding Licensee’s Response Action or any of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, environmental condition for which violation or liability could reasonably be expected to have a 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 Licensee is in material compliance with all applicable Environmental Lawsresponsible.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply is in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of governing its Restricted 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 propertybusiness, except where to the extent that any such failure to so comply could (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Materially 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 Restricted Subsidiaries shall cause has received written notice, or allow the release otherwise knows, that it is in any respect in noncompliance with, breach of Hazardous Materialsor default under any applicable writ, solid waste order, judgment, injunction, or other wastes on, under or decree to any Real Property in which the Borrower or such Restricted Subsidiary holds is a party or that would affect the ability of the Borrower or such Subsidiary to operate any interest real property and no event has occurred and is continuing that, with the passage of time or performs any the giving of its operationsnotice 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 violation the aggregate, have a Material Adverse Effect. There are no claims under any Environmental Law pending or, to the best knowledge of any applicable Environmental Lawthe Borrower, if such release could threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofThere are no facts, of circumstances, conditions or occurrences on any Environmental Claim which the Borrower receives involving any potential real property now 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted 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, which violation occupancy, use or liability could transferability of such real property under any Environmental Law, except in each such case where such claims or restrictions individually or in the aggregate would not reasonably be expected to have a Materially Material 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 Borrower will, Company is and will cause each of its Restricted Subsidiaries to, comply has been in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to do so comply could would not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Company Material Adverse Effect. The Borrower shall notify Company has obtained and is and has been in material compliance with all permits required under applicable Environmental Laws. Neither the Lenders promptly after its receipt of notice thereofSeller nor the Company knows or has reason to suspect that there is any past or present event, of any Environmental Claim which condition or circumstance that is likely to interfere with the Borrower receives involving any potential or actual material liability conduct of the Borrower or any of its Restricted Subsidiaries arising in connection with any noncompliance with or violation business of the requirements of any Environmental Law Seller in the manner now conducted or a material Release or threatened Release of any Hazardous Materials, into the environment which would interfere in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material on, under respect with the Seller's compliance with Environmental Laws or 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 constitute a material violation of any Environmental Lawsthereof. (b) If Neither the Administrative Agent at Company nor any time has a reasonable basis property previously owned by the Company, is subject to believe that there may be a violation any actual or, to the knowledge of the Seller, potential action, claim, investigation, review or other proceeding by any third party or before any governmental, judicial or regulatory body, under or based upon any Environmental Law by, or any liability arising thereunder of, the Borrower exposure to hazardous or any of its Restricted Subsidiaries toxic substances. (c) The facilities and property presently owned or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to Company have a 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 been operated in material compliance with all applicable Environmental Laws and are not (and would not be, if all relevant facts were known to the applicable governmental authorities) subject to any removal, clean-up, remediation, restoration or recordation obligations under such laws, except such 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. (a) The Borrower 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, and will cause each of at its Restricted Subsidiaries toexpense, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted Subsidiaries owns or operates employ 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, professional pest control service if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 necessary as a result of such Release 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 aforesaid environmental audit shall affirmatively certify that the Borrower Leased Premises are free from any and all contaminants, pollutants, radioactive materials, hazardous wastes or such Restricted Subsidiary has been identified as potentially responsible formaterials, bacteriological agents or organisms which would render the Leased Premises in violation of G.L.c.21E, CERCLA, 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 ofregulations, from time to time. LESSEE shall be responsible to LESSOR (and any Lenders to the Borrower Building) for any and all environmental hazards or any of its Restricted Subsidiaries or related conditions which did not appear on the environmental audit provided to any real property owned, leased or operated LESSOR by the Borrower 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 of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 current outstanding notices that the Borrower or such Restricted Subsidiary is Building and all tenants of the Building are not in material compliance with all applicable Environmental Lawsenvironmental laws, rules and regulations.

Environmental Compliance. (a) The Borrower willMaintain at all times all Material permits, licenses and will cause each of its Restricted Subsidiaries to, comply with all applicable other authorizations required under Environmental Laws, including, without limitation, and comply in all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Material respects with all terms and conditions of the Borrower or any of its Restricted Subsidiaries arising required permits, licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained 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 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 Notify the Administrative Agent at and the Lenders promptly upon obtaining knowledge that (i) any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, Property previously or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased presently owned or operated by the Borrower or any Subsidiary is the subject of a Material environmental investigation by any Governmental Authority having jurisdiction over the enforcement of Environmental Laws, (ii) the Borrower or any of its Restricted SubsidiariesSubsidiaries has been or may be named as a responsible party subject to a Material Environmental Liability, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then (iii) the Borrower shallobtains 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, upon written request following notice from the Administrative Agent, provide 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 such reportsEnvironmental Laws and whether there exists any condition or circumstance which may require a cleanup, certificates, engineering studies removal or other written material remedial action by the Borrower or data as 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 reasonably may require so 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 reasonably satisfy the Administrative Agent that or any 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 such Restricted any Subsidiary is in material with respect to (i) compliance with Environmental Laws or (ii) all applicable Environmental Lawsor substantially all of the operational aspects of the Borrower or any Subsidiary.

Environmental Compliance. (a) The Borrower willBorrowers, Guarantors and will cause each any Subsidiary of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the any Borrower or any Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, on or holds off its premises (whether or not owned by it) in any interest in real propertymanner which at any time violates any applicable Environmental Law or Permit, except where the failure to so comply for such violations which could not be reasonably be expected to have a Materially Material Adverse Effect. Neither , and the Borrower nor operations of Borrowers, Guarantors and any Subsidiary of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or Guarantor comply with all Environmental Laws and all Permits, except for such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release non-compliance which could not be reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify . (b) 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 Lenders promptly after its receipt of notice thereof, best of any Environmental Claim which the Borrower receives involving Borrower’s or Guarantor’s knowledge threatened, with respect to any potential or actual material liability of the Borrower or any of its Restricted Subsidiaries arising in connection with any noncompliance 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 in any case could be reasonably expected to have a material Release Material Adverse Effect. (c) Borrowers, Guarantors and their Subsidiaries have no liability (contingent or otherwise) in connection with a release, spill or discharge, threatened Release or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials, into the environment which in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous case could be reasonably expected to have a Material on, under or 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 LawsAdverse Effect. (bd) If Borrowers, Guarantors and their Subsidiaries have all Permits required to be obtained or filed in connection with the Administrative Agent at any time has a reasonable basis to believe that there may be a violation operations of Borrowers and Guarantors under any Environmental Law byand all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect, except (in any liability arising thereunder of, the Borrower case) where such failure to obtain or any of its Restricted Subsidiaries file (or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability be valid in full force and effect) could not reasonably be expected to have a Materially Material 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. Borrower shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response. Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any non compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense: (a) The Borrower willcause 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 will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 an estimate 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, 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 Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning costs 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 provide to Lender a supplemental report of such engineer whenever the Administrative Agent at scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any time has material respect. Borrower shall indemnify and hold harmless Lender, 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 indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a reasonable basis to believe that there may be a violation Hazardous Material, including the costs of any Environmental Law byrequired or necessary repair, cleanup or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related other remedial work with respect to any real property ownedof Borrower and the preparation and implementation of any closure, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reports, certificates, engineering studies remedial or other written material or data as required plans. All representations, warranties, covenants and indemnifications in this Section shall survive the Administrative Agent reasonably may require so as to reasonably satisfy payment of the Administrative Agent that Obligations and the Borrower or such Restricted Subsidiary is in material compliance with all applicable Environmental Lawstermination of this Agreement.

Environmental Compliance. (a) The Borrower willParent shall, and will shall cause each of its Restricted Subsidiaries to, comply : (a) Keep and maintain all Material Real Estate Assets and all other Real Estate Assets in compliance with all applicable Environmental Laws, including, without limitation, all applicable any Environmental Laws except to the extent such noncompliance or failure to keep and maintain would not reasonably be expected to have, individually or in jurisdictions in which the Borrower aggregate, a Material Adverse Effect; (b) Promptly (i) cause the removal of any Hazardous Materials Released in, on or under any Material Real Estate Assets or any other Real Estate Assets that are in violation of its Restricted Subsidiaries owns any Environmental Laws and which would be reasonably expected to result in a Material Adverse Effect, and (ii) cause any remediation to the extent required by any Environmental Laws 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 propertyGovernmental Authority to be performed, except where the failure to so comply could cause such removal or remediation with respect to any Material Real Estate Asset or any other Real Estate Assets would not reasonably be expected to have have, individually or in the aggregate, a Materially Material Adverse Effect. Neither the Borrower nor ; 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 its Restricted Subsidiaries shall cause or allow the release following: (i) any Environmental Claims known to Borrowers that would be reasonably expected to result in a Material Adverse Effect; (ii) the receipt of Hazardous Materials, solid waste or other wastes on, under or any notice of any alleged violation of Environmental Laws with respect to any Material Real Property in which the Borrower or Estate Asset (and Borrowers shall promptly provide Administrative Agent with a copy of such Restricted Subsidiary holds any interest or performs any notice of its operationsviolation), in violation of any applicable Environmental Lawprovided that such alleged violation, if such release could true (and if any Release of the Hazardous Materials alleged therein were not promptly remediated), would reasonably be expected to have result in a Materially Adverse Effect. The Borrower shall notify breach of subsections (a) or (b) above; and (iii) the Lenders promptly after its receipt of notice thereof, discovery of any Environmental Claim which the Borrower receives involving occurrence or condition on any potential or actual material liability of the Borrower 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 its Restricted Subsidiaries arising 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 noncompliance with or violation of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous MaterialsClaims, into the environment in violation of applicable Environmental Law. The Borrower each Credit Party shall promptly notify the Lenders (i) of any material Release of Hazardous Material onindemnify, under or 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 Releasedefend, and (ii) of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental Lawshold harmless such Person in accordance with Section 10.3. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and will cause each of its Restricted Subsidiaries to, comply is in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of governing its Restricted 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 propertybusiness, except where to the extent that any such failure to so comply could (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Materially 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 Restricted Subsidiaries shall cause has received written notice, or allow the release otherwise knows, that it is in any respect in noncompliance with, breach of Hazardous Materialsor default under any applicable writ, solid waste order, judgment, injunction, or other wastes on, under or decree to any Real Property in which the Borrower or such Restricted Subsidiary holds is a party or that would affect the ability of the Borrower or such Subsidiary to operate any interest real property and no event has occurred and is continuing that, with the passage of time or performs any the giving of its operationsnotice 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 violation the aggregate, have a Material Adverse Effect. There are no claims under any Environmental Law pending or, to the best knowledge of any applicable Environmental Lawthe Borrower, if such release could threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofThere are no facts, of circumstances, conditions or occurrences on any Environmental Claim which the Borrower receives involving any potential real property now 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted 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, which violation occupancy, use or liability could transferability of such real property under any Environmental Law, except in each such case where such claims or restrictions individually or in the aggregate would not reasonably be expected to have a Materially Material 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. (ai) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply Leased Property complies in all material respects with all applicable Environmental Laws; all necessary Environmental Permits have been obtained and are in effect for the Leased Property and to the best of the Lessee's knowledge, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply no circumstances exist that could not be reasonably be expected to have a Materially Adverse Effect. Neither (A) form the Borrower nor any basis of its Restricted Subsidiaries shall cause or allow an Environmental Action against the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Leased Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release that could reasonably be expected to have a Materially Material Adverse Effect. Effect or (B) cause the Leased Property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (ii) Neither the Leased Property nor any part thereof is listed or, 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 compliance in all material respects with all Environmental Laws and applicable Environmental Permits. (iv) The Borrower shall notify Lessee has not received any written or other notice, mandate, order, Lien or request which remains pending under an Environmental Law concerning any of the Lenders promptly after its receipt Leased Property or any part thereof or relating to an alleged violation of notice 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 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 Environmental Claim which Hazardous Material from the Borrower receives involving Leased Property or any potential or actual material liability part thereof. (vi) To the knowledge of the Borrower Lessee, no Hazardous Materials have been Released from or on the Leased Property or any of its Restricted Subsidiaries arising in connection with any noncompliance with or violation of the requirements of part thereof for which remedial action could be required under 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 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 necessary to any Person as prevent or eliminate a result of such Release significant risk to human health 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 Lawsenvironment. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and will cause each of its Restricted Subsidiaries to, comply is in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of governing its Restricted 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 propertybusiness, except where to the extent that any such failure to so comply could (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Materially 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 Restricted Subsidiaries shall cause has received written notice, or allow the release otherwise knows, that it is in any respect in noncompliance with, breach of Hazardous Materialsor default under any applicable writ, solid waste order, judgment, injunction, or other wastes on, under or decree to any Real Property in which the Borrower or such Restricted Subsidiary holds is a party or that would affect the ability of the Borrower or such Subsidiary to operate any interest real property and no event has occurred and is continuing that, with the passage of time or performs any the giving of its operationsnotice 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 violation the aggregate, have a Material Adverse Effect. There are no claims under any Environmental Law pending or, to the knowledge of any applicable Environmental Lawthe Borrower, if such release could threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofThere are no facts, of circumstances, conditions or occurrences on any Environmental Claim which the Borrower receives involving any potential real property now 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted 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 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, which violation occupancy, use or liability could transferability of such real property under any Environmental Law, except in each such case where such claims or restrictions individually or in the aggregate would not reasonably be expected to have a Materially Material 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. Except for copper emissions from the Subsidiary's plant in Durham, North Carolina (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all which emissions do no violate applicable Environmental Laws), including, without limitation, all applicable Environmental Laws in jurisdictions in which hazardous materials have not been released or disposed of on any property owned or leased by a the Borrower or any of its Restricted Subsidiaries owns or operates a facility or siteor, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where to the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 best knowledge of the Borrower 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the . 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 and each of its Subsidiaries are in material compliance with all applicable Environmental LawsLaws 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 environmental claims against the Borrower or any of its Subsidiaries that individually or in the aggregate could have a Material Adverse Effect. 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 circumstances with respect to any property owned or leased by the Borrower or any of its Subsidiaries or the operations of any of the Borrower or its Subsidiaries that could reasonably be anticipated (i) to form the basis of an environmental claim against the Borrower or such Subsidiary or any property owned or leased by the Borrower or any Subsidiary that individually or in the aggregate might result in a Material Adverse Effect or (ii) to cause any property owned or leased by the Borrower or any Subsidiary to be subject to any restrictions on ownership, occupancy, use or 44 53 transferability under any applicable Environmental Law.

Environmental Compliance. (a) The Borrower Each Credit Party will, and will cause each of its Restricted Subsidiaries to, comply use and operate all of its and their facilities and Real Property in compliance with all applicable Environmental Laws, includingkeep all necessary permits, without limitationapprovals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all applicable Hazardous Materials in compliance with all Environmental Laws Laws, and keep its and their Real Property free of any Lien imposed by any Environmental Law, in jurisdictions in which the Borrower or any of its Restricted 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 propertyeach case, except where the failure to do so comply could not reasonably be expected to have a Materially Material Adverse Effect. Neither . (b) The Borrower will promptly give notice to the Borrower nor Administrative Agent upon any Credit Party or Subsidiary thereof becoming aware of: (i) any violation by any Credit Party or any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release Law that could reasonably be expected to have result in a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, (ii) any proceeding against or investigation of any Credit Party under any Environmental Claim which the Borrower receives involving Law, including a written request for information or a written notice of violation or potential environmental liability from any potential or actual material liability of the Borrower Governmental Authority or any other Person, which could reasonably be expected to result in a Material Adverse Effect, (iii) the occurrence or discovery of its Restricted Subsidiaries arising in connection with any noncompliance with a new Release or violation new threat of the requirements a Release (or discovery of any Environmental Law or a material Release or threatened threat of a Release of previously undisclosed by any Hazardous MaterialsCredit Party to Administrative Agent) at, 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 any of the Real Property in which the Borrower of any Credit Party or any facility or assets therein in excess of its Restricted Subsidiaries holds reportable or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower allowable standards or levels under 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 forEnvironmental Law, 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 byunder circumstances, or any liability arising thereunder of, the Borrower in a manner or any of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability amount that could reasonably be expected to have result in a Materially 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, then the Borrower shallsuch Credit Party, upon written request from 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 AgentAgent 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 such reportscopies of any material demand, certificatesrequest for information, engineering studies 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 written material 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 data as documentation shall be provided to the Administrative Agent reasonably may require so as promptly and, in any event, within five (5) Business Days after such material is provided to reasonably satisfy 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 or fail to provide the same within ninety (90) days after such Restricted Subsidiary request was made, the Administrative Agent may but is in material compliance with 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 applicable Environmental Lawsat the Borrower’s sole cost and expense.

Environmental Compliance. (a) The Borrower willExcept 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 premises (whether or not owned by it) in any manner which at any time violates any applicable Environmental Law where the violation would have a Material Adverse Effect, or violates any license, permit, certificate, approval or similar authorization issued to any Borrower, Guarantor or such Subsidiary thereunder where the violation thereof would have a Material Adverse Effect. Except as set forth on Schedule 8.8 hereto, the operations of each Borrower, Guarantor and will cause each of its Restricted their Subsidiaries to, comply in all respects with all applicable Environmental LawsLaws and all licenses, includingpermits, without limitationcertificates, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 approvals and similar authorizations thereunder where the failure to so comply could not reasonably be expected to therewith or the violation thereof would have a Materially Material Adverse Effect. Neither . (b) Except as set forth on Schedule 8.8 hereto, (i) there is no investigation, proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person pending or, to the best of the knowledge of any Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materialsand Guarantor threatened, solid waste or other wastes on, under or with respect to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Restricted Subsidiaries arising in connection with any noncompliance non-compliance with or violation of the requirements of any applicable Environmental Law by any Borrower, Guarantor and their Subsidiaries which would have a Material Adverse Effect, (ii) there has not been any release, spill or a material Release or threatened Release discharge of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) Material on any properties of any material Release 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 Borrower, Guarantor or such Subsidiary has transported, stored or disposed of any Hazardous Materials which would have a Material onAdverse Effect, under and (iii) there has not been any generation, use, storage, treatment, transportation, manufacture, handling, production or from the Real Property disposal of any Hazardous Materials or any other environmental matter which affects any Borrower or Guarantor or its business, operations or assets in any manner which the Borrower would have a Material Adverse Effect. (c) Except as set forth on Schedule 8.8 hereto, no Borrower, Guarantor or any of its Restricted their Subsidiaries holds has any liability (contingent or has held an interestotherwise) in connection with a release, upon the Borrower’s learning thereof by receipt of notice that the Borrower spill or any of its Restricted Subsidiaries is discharge, threatened 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 foractual, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) of the commencement or overt threat of any judicial Hazardous Materials or administrative proceeding alleging a material violation the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Environmental LawsHazardous Materials which would have a Material Adverse Effect. (bd) If 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 Administrative Agent at any time has a reasonable basis to believe that there may be a violation operations of such Borrower, Guarantor and Subsidiary under any Environmental Law byand all of such licenses, or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reportspermits, certificates, engineering studies approvals or similar authorizations and other written material Permits are valid and in full force and effect in each case where the failure to obtain or data as the Administrative Agent reasonably may require so as to reasonably satisfy the Administrative Agent that the Borrower maintain such licenses, permits, certificates, approvals or such Restricted Subsidiary is in material compliance with all applicable Environmental Lawssimilar authorizations would have a Material Adverse Effect.

Environmental Compliance. (a) The Borrower willCompany shall comply, and will cause each of its Restricted Subsidiaries toto comply, comply with all applicable Environmental Hazardous Material Laws except for such non-compliance which would reasonably not be expected to have a Material Adverse Effect. (b) Company shall provide to Agent, 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 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, includingwhere such contribution, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower response or any of its Restricted 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 where the failure to so comply could not damages would reasonably be expected to have a Materially Material Adverse Effect. (c) Company shall promptly notify Agent and the Banks in writing as soon as Company becomes aware of the 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. Neither A copy of the Borrower nor environmental consultant's report will be promptly delivered to Agent upon completion. (e) At any of its Restricted Subsidiaries shall cause time Company or allow the release of Hazardous Materialsany Subsidiary, solid waste directly or indirectly through any environmental consultant or other wastes onrepresentative, under undertakes an environmental audit, assessment or investigation relating to any Real Property in fact, event or condition which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could would reasonably be expected to have a Materially Material Adverse Effect. The Borrower Company shall notify promptly provide Agent with written notice of the Lenders initiation of the environmental audit, fully describing the purpose and intended scope of the environmental audit. Upon receipt, Company will promptly after its receipt provide to Agent copies of notice thereof, all final findings and conclusions of any Environmental Claim which the Borrower receives involving any potential or actual material liability such environmental investigation. (f) Company hereby indemnifies, saves and holds Agent and each of the Borrower 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 damage of any property, injuries to or death of persons, contamination of or adverse affects on the environment, or any violation of any applicable Hazardous Material Laws, caused by or in any way related to any property 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 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 Restricted Subsidiaries arising the Banks, or any such 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 foreclosed 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 connection with any noncompliance with or full of all indebtedness of Company to the Banks, unless there is a then known 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 Laws and Agent or any of its Restricted Subsidiaries holds or the Banks has held an interestasserted in writing a claim for indemnification from Company, upon in which event the Borrower’s learning thereof by receipt of notice same shall continue until the violation is remediated. It is expressly agreed and understood that the Borrower or any of its Restricted Subsidiaries is or may provisions hereof shall and are intended to be liable to any Person as a result of such Release or that continuing and shall survive 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) repayment of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental LawsIndebtedness. (bg) If Company and its Subsidiaries shall maintain all permits, licenses and approvals required under applicable Hazardous Material Laws except such permits, licenses and approvals the Administrative Agent at any time has a reasonable basis failure of which 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could have would reasonably not be expected to have a Materially Material 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 Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted Subsidiaries owns or operates a facility or site, arranges Except for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could such matters as would not reasonably be expected to have a Materially Material Adverse Effect. Neither the Borrower nor any Effect or as disclosed in Schedule 3.17: (i) no written notice of its Restricted Subsidiaries shall cause violation or allow the release of Hazardous Materialsliability, solid waste demand, request for information, citations, summons or other wastes onorder has been received, under no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or review is pending, or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any knowledge of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Seller or any of its Restricted 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 in connection with any noncompliance with or violation of the requirements out 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 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) no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at any of the commencement Purchased Assets 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, Real Property or any liability arising thereunder of, the Borrower property now or any of its Restricted Subsidiaries or related to any real property previously owned, leased or operated by the Borrower Seller or any of its Restricted Subsidiariessubsidiaries and used in connection with the Business, which violation except in compliance with applicable Environmental Laws or liability could where such would not reasonably be expected to result in liability under any Environmental Law; and (iii) Seller and each of its subsidiaries have a Materially Adverse Effect, then all environmental permits necessary for the Borrower shall, upon written request from Business and the Administrative Agent, provide the Administrative Agent Purchased Assets to comply 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 applicable Environmental Laws and are in material 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. (a) The Borrower willIf 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 (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 will (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 each 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 Restricted Subsidiaries toor as brought on to such properties in the ordinary course of the Company's or any Subsidiary's business, comply which Hazardous Material shall be used in compliance in all material respects with all applicable Environmental Laws, includingthe Company covenants that it shall, without limitationand shall cause each Subsidiary to, not permit any Hazardous Materials to be brought on to the 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 applicable environmental cleanup requirements shall be diligently undertaken pursuant to all Environmental Laws in jurisdictions in which unless the Borrower or any presence of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of such Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply Materials could not reasonably be expected to have result in a Materially Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and will cause each of its Restricted Subsidiaries to, shall promptly comply with all applicable Environmental Lawsstatutes, includingregulations and ordinances, without limitationand 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 with respect to the Property, then immediately, upon request by Lender, Borrower shall obtain and furnish to Lender, at Borrower's sole cost and expense, an environmental audit and inspection of the 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 expense. Lender may, but is not 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 jurisdictions in which the Property; and whether or not Borrower has actual knowledge of the existence of Hazardous Waste or Materials on the Property or any adjacent property as of its Restricted Subsidiaries owns or operates a facility or sitethe date hereof, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify reimburse Lender as provided herein for the Lenders promptly after its receipt full amount of notice thereofall 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, of 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 such compliance activities. Neither this provision nor any noncompliance with provision herein or violation in the Mortgage or related documents shall operate to put Lender in the position of an owner of the requirements Property prior to any acquisition of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental LawProperty by Lender. The Borrower shall promptly notify rights granted to Lender herein and in 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 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 Mortgage or related documents are granted solely for the protection of Lender's lien and security interest covering the Property and do not grant to any real property ownedLender the right to control Borrower's actions, leased decisions or operated by the Borrower policies regarding Hazardous Waste or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 LawsMaterials.

Environmental Compliance. (a) The Borrower willExcept 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 will cause each the Real Property of Seller, Seller and its Restricted Subsidiaries to, comply are in compliance with all applicable Environmental LawsLaws and have obtained and are in compliance with all permits, includinglicenses, without limitationregistrations and certification required under Environmental Law to operate the Business and the Purchased Assets; (ii) since December 31, all applicable 2019, there has been no Action pending or, to the knowledge of Seller, threatened, which (A) alleges a violation of or liability under any Environmental Law for which Seller, any of its Subsidiaries or any Acquired Entities are reasonably expected to have liability, (B) relates to the Business, the Purchased Assets of Seller, the 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 in jurisdictions in which the Borrower on Seller or any of its Restricted Subsidiaries owns with respect to the Purchased Assets, the Acquired Entities or operates the Business; and (v) to the knowledge of Seller, no Owned Real Property or, to the knowledge of Seller, Leased Real Property is on premises where Hazardous Substances have been released, disposed or discharged into the environment, including migration of such substances from or to said premises, in concentrations or in 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 where the failure to so comply could not manner that would reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or (A) give rise to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 obligation of the Borrower owner or any of its Restricted Subsidiaries arising in connection with any noncompliance with occupant to undertake investigation or violation of remediation, or (B) otherwise cause the requirements of any Environmental Law owner 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 occupant to incur any material Release of Hazardous Material on, under or 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 Lawsliability. (b) If The representations and warranties in this Section 3.18 are the Administrative Agent at any time has a reasonable basis exclusive representations or warranties made by Seller with respect to believe that there may be a violation of any Environmental Law byLaws, Hazardous Substances or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Lawsenvironmental matters.

Environmental Compliance. (a) The Borrower will, Seller has obtained and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities, that relate to the Business or the Purchased Assets and are required under any Environmental Law, a correct and complete list of which is set forth on SCHEDULE 3.15(a). (b) Seller is in material compliance with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or 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 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 status of the Sewer Permit.

Environmental Compliance. Except as disclosed on Schedule 5.09 and except as to matters that would not reasonably be likely to have a Material Adverse Effect: (a) The Borrower willTo the knowledge of a Responsible Officer of the Borrower, the facilities and will cause each properties currently owned, leased or operated by the Borrower, or by any of its respective Restricted Subsidiaries to(the “Properties”), comply with all 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 LawsLaw. (b) None of the Borrower, includingnor any of its respective Restricted Subsidiaries, without limitationhas received any written notice of violation, all applicable alleged violation, non-compliance, liability or potential liability regarding compliance with or liability under Environmental Laws in jurisdictions in which with regard to any of the Properties or the business operated by the Borrower or by any of its Restricted Subsidiaries owns (the “Business”). (c) To the knowledge of a Responsible Officer of the Borrower, Hazardous Materials have not been transported or operates a facility disposed of from the Properties by the Borrower or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous MaterialsRestricted Subsidiary in violation of, or holds any interest in real property, except where the failure a manner or to so comply could not a location which would reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materialsgive rise to liability under, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could 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 have 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 Materially Adverse Effect. 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 Responsible Officer of the Borrower or any of its Restricted Subsidiaries arising Borrower, threatened in connection with any noncompliance with or violation of the requirements of writing under 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 to which the Borrower or any of its Restricted Subsidiaries holds or has held an interestBorrower, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Restricted Subsidiaries is or may or, to the knowledge of a Responsible Officer of the Borrower, will be liable to any Person named as a result of such Release party or that with respect to the Borrower Properties or such Restricted Subsidiary has been identified as potentially responsible forthe Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) of the commencement other similar administrative or overt threat of any judicial or administrative proceeding alleging a material violation of requirements outstanding under any Environmental LawsLaw with respect to the Properties or the Business. (be) If To the Administrative Agent knowledge of a Responsible Officer of the Borrower, there has been no release or threat of release of Hazardous Materials at any time has a reasonable basis to believe that there may be a violation of any Environmental Law byor from the Properties, or any liability arising thereunder offrom or related to the operations of the Borrower, the Borrower or any of its Restricted Subsidiaries in connection with the Properties or related otherwise in connection with the Business, in violation of or in amounts or in a manner that would reasonably be expected to give rise to liability under any real property ownedapplicable Environmental Laws. (f) The Borrower, leased or operated by the Borrower or any and each of its Restricted Subsidiaries, which violation has obtained (or liability could reasonably be expected to have in a Materially Adverse Effecttimely manner applied for), 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 and is in material compliance with with, all applicable Environmental LawsPermits required for its business, as currently conducted, and all such Environmental Permits are in full force and effect.

Environmental Compliance. (a) The Borrower will, and its Subsidiaries will cause each of its Restricted Subsidiaries to, comply in all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in all jurisdictions in which any of them operates now or in the future, and the Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower's or any Subsidiary's business, properties and assets. (b) If the Borrower or any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport Subsidiary shall (i) receive notice that any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in material violation of any applicable Environmental Law, if such release could reasonably Law may have been committed or is about to be expected to have a Materially Adverse Effect. 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 committed by the Borrower or any of its Restricted Subsidiaries arising in connection with Subsidiary, (ii) receive notice that any noncompliance with administrative or violation of the requirements of any Environmental Law judicial complaint or a material Release order has been filed 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 is about to be filed against 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. Law requiring the Borrower or any Subsidiary to take any action in connection with the release of Hazardous Materials into the environment, (biii) If receive any notice from a federal, state or local government agency or private party alleging that the Administrative Agent at Borrower or any time has a reasonable basis to believe that there Subsidiary may be liable or responsible for any material amount of costs associated with a violation response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, or (iv) become aware of any Environmental Law by, investigative proceedings by a governmental agency or any liability arising thereunder of, authority commenced or threatened against the Borrower or any of its Restricted Subsidiaries regarding any potential violation of Environmental Laws or related any 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 any real property owned, leased or operated by be taken with respect thereto. (c) Within fifteen (15) days after the Borrower or any Subsidiary has learned of its Restricted Subsidiariesthe enactment or promulgation of any Environmental Law which may result in any material adverse change in the condition, which violation financial or liability could reasonably be expected to have a Materially Adverse Effectotherwise, then of the Borrower shallor any Subsidiary, 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 shall provide the Lender with all applicable Environmental Lawsnotice thereof.

Environmental Compliance. (a) The Borrower willWith or without notice, and will cause each without releasing Borrower from any obligation hereunder or under the Loan Agreement, Lender shall have the right, but shall not be obligated, to cure any default of Borrower under this Section 5.1.19 of the Loan Agreement, and, in connection therewith, Lender or its Restricted Subsidiaries agents, acting by themselves or through a court-appointed receiver, may enter upon the Property or any part thereof and perform such acts and things as Lender deems necessary or desirable to inspect, investigate, assess, and protect the security hereof, including without limitation, the right to: (i) obtain a court order to enforce Lender’s rights to enter and inspect the Property under California Civil Code Section 2929.5, comply 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 all applicable Environmental Lawsrespect 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, all applicable Environmental Laws court costs, consultant fees and attorney fees, whether incurred in jurisdictions in which litigation or otherwise and whether before or after judgment) shall bear interest at the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 Default Rate 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 date such Release or that the Borrower or such Restricted Subsidiary has costs and expenses are incurred until said sums have 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 Lawsfully paid. (b) If 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 Administrative Agent at 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 time has a reasonable basis court of competent jurisdiction for breach of contract pursuant to believe 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 there 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 violation 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 unsecured creditor against Borrower and all of Borrower’s assets and property for the recovery of any deficiency and Environmental Law byCosts, 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 related party (or any affiliate or agent of Borrower or any related party) was not in any way negligent in permitting the release or threatened release of Hazardous Substances. (d) Borrower acknowledges and agrees that, notwithstanding any term or provision contained herein or in the 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 be limited to the original principal amount of the obligation secured by this Security Instrument. Borrower’s obligations for Environmental Costs shall survive a foreclosure, deed in lieu of foreclosure, release, reconveyance, or any liability arising thereunder ofother 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 Borrower or defense of laches and any applicable statute of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Lawslimitations.

Environmental Compliance. (a) The Borrower willCompanies conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and will cause as a result thereof Parent and Borrower have reasonably concluded that, with respect to the Borrower, the Borrowing Base Properties, and the Borrowing Base Property Owners, such Environmental Laws and claims could not, individually or in the aggregate, 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 Restricted Subsidiaries toactual 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, includingany federal or state “superfund” or “superlien” list, without limitationor any other list or database of properties maintained by any local, all applicable 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 Laws 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 jurisdictions in which the Borrower or this Agreement, and Administrative Agent is not waiving any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment rights and remedies in the environmental provisions of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 this Agreement 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, 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 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 Lawsother Loan Document. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 None of the Borrower real property currently or any of its Restricted Subsidiaries arising in connection with any noncompliance with previously owned 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 Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof occupied 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 ofParent, the Borrower or any of its Restricted Subsidiaries or related to any real property ownedtheir assets has ever been used by previous owners or operators, leased or operated has ever been used by Parent, the Borrower or any of its Restricted Subsidiaries, which to treat, produce, store, handle, transfer, process, transport, dispose or otherwise Release any Hazardous Substances in violation of any Environmental Law except, in the case of previous owners or liability operators, where such violation could not reasonably be expected to have a Materially Adverse Effectresult in any liability to Parent, 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 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 that requires Remedial Action except where such Restricted Subsidiary Remedial Action could not reasonably be expected to result in any cost or liability to Parent, the Borrower 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 has been notified of, or has actual knowledge of any notification having been filed with regard to, a Release on or about or into any real property now or previously owned or occupied by Parent, the Borrower or any of its Subsidiaries or 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 or oral, from any Governmental Authority concerning any intentional or unintentional 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 term is defined in material compliance 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 real property owned or occupied by Parent, the Borrower or any of its Subsidiaries. (f) No equipment containing polychlorinated biphenyls, including electrical transformers, is located on any real property owned or occupied by Parent, the Borrower or any of its Subsidiaries 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 real property owned or occupied by Parent, 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 abandoned have been closed in accordance with applicable standards under Environmental Laws.

Environmental Compliance. (a) The Borrower willSeller and the Leased Real Property are currently, and will cause each at all times during Seller’s occupancy and/or operation of its Restricted Subsidiaries tothe Leased Real Property have been, comply in full compliance with all applicable Environmental Laws. At all times during Seller’s occupancy and/or operation of the Leased Real Property, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materialsthere has not been, or holds is not now occurring, any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of Material or any material Release of Hazardous Material 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 necessary to conduct the activities and business of Seller as currently conducted and to occupy or operate the Leased Real Property occupied or operated by Seller (collectively the “Environmental Permits”). Seller has conducted its activities and Business in which compliance in all material respects with all terms and conditions of any Environmental 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 asserted in writing against or, to the Borrower 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 Leased Real Property, except as permitted by, 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 remedial action, construction or capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws or any of its Restricted Subsidiaries holds or has held an interestEnvironmental Permit, 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) any Environmental Permit is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated or (iii) any events, conditions, circumstances, activities, practices, incidents, actions or omissions may interfere with or prevent compliance or continued compliance with any 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 commencement possession of Seller that relate to the compliance status of Seller or overt threat of any judicial or administrative proceeding alleging a material violation of the Leased Real Property under any Environmental Laws. (bg) If To the Administrative Agent at Knowledge of Seller, there are no past or present facts, actions, activities, circumstances, conditions, occurrences, events or incidents, including the Release or presence of Hazardous Materials, that could (i) form the basis of an Environmental Action against or involving Seller or the Leased Real Property, (ii) cause the Leased Real Property to be subject to any time has a reasonable basis to believe that there may be a violation restrictions on or affect its ownership, occupancy, use or transferability under any applicable Environmental Law, (iii) require the filing or recording of any Environmental Law bynotice or restriction relating to the presence of Hazardous Materials in the real 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 any liability arising thereunder of(iv) prevent or interfere with the construction, operation or maintenance of the Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 LawsLeased Real Property.

Environmental Compliance. (ai) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 Except where the failure to so comply 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 the Borrower is in compliance with all Environmental Laws applicable 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 for any non-compliance or failure to obtain such Permits which could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower has caused U.S. Propane or the Master Partnership to submit timely and complete applications to renew any expired or expiring Permits required pursuant to any Environmental Law, except for any non-compliance or failure to obtain such permits which could not reasonably be expected to have a Material Adverse Effect. All reports, documents, or other submissions required by Environmental Laws to be submitted by the Borrower to any Governmental Authority or Person have been filed by or on behalf of the Borrower, except where the failure to do so would not present a reasonable likelihood of having a Material Adverse Effect. (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 such presence could not reasonably be expected to have a Material Adverse Effect, and (b) to the knowledge of the Borrower, there was no Hazardous Substance present at any of the real property formerly owned or 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 release, or 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 nor any of its Restricted the Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower has disposed of, transported, or such Restricted Subsidiary holds any interest arranged for the transportation or performs any of its operations, in violation disposal of any applicable Environmental LawHazardous Substance where such disposal, if transportation, or arrangement would give rise to liability pursuant to CERCLA or any analogous state statute other than any such release liabilities that could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify . (iv) Except as disclosed to the Lenders promptly after its receipt of notice thereofBanks in writing, of 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, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (ia) of any material Release of Hazardous Material on, under or 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 no Lien has been identified as potentially responsible for, or is subject to investigation asserted by any Governmental Authority relating toor person resulting from the use, such Releasespill, 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 (iib) to the knowledge of the commencement Borrower, no such Lien was asserted with respect to any of the real property formerly owned or overt threat 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 judicial of the real property currently owned or administrative proceeding alleging a material leased by the Borrower in violation of any Environmental Laws. Law, and (b) If to the Administrative Agent knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any time has a reasonable basis to believe that there may be a of the real property formerly owned or leased by U.S. Propane or the Master Partnership in violation of any Environmental Law by, during the period of ownership or any liability arising thereunder of, the Borrower or any leasing of its Restricted Subsidiaries or related to any such real property ownedby such Person. (vi) As of the date hereof, leased or operated 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 any handling of its Restricted Subsidiaries, which violation or liability propane that could not reasonably be expected to have a Materially Material 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 Borrower willshall promptly comply, and will shall cause each of its Restricted Subsidiaries toany lessee at the Property to comply, comply with all applicable Environmental Lawsstatutes, includingregulations and ordinances, without limitationand 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 in jurisdictions in which with respect to the Borrower Property or any other Collateral, then immediately, upon request by Lender, Borrower shall obtain and furnish to Lender, at Borrower's sole cost and expense, an environmental audit and inspection of the 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 Restricted Subsidiaries owns agents may perform or operates a facility obtain such audit or siteinspection at Borrower's sole cost and expense. Lender may, arranges for disposal but is not 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 Property or treatment other Collateral; and whether or not Borrower has actual knowledge of the existence of Hazardous MaterialsWaste or Materials on the Property, accepts for transport any Hazardous Materialsother Collateral, or holds any interest in real propertyadjacent property as of the date hereof, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify reimburse Lender as provided herein for the Lenders promptly after its receipt full amount of notice thereofall 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, of 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 such compliance activities. Neither this provision nor any noncompliance with provision herein or violation in the Mortgage or related documents shall operate to put Lender in the position of an owner of the requirements Property or any other Collateral prior to any acquisition of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental LawProperty by Lender. The Borrower shall promptly notify rights granted to Lender herein and in 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 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 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 grant to any real property ownedLender the right to control Borrower's actions, leased decisions or operated by the Borrower policies regarding Hazardous Waste or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 LawsMaterials.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws Except as otherwise set forth in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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.Confidential Schedule 4.21: (bA) If the Administrative Agent at any time has a reasonable basis to believe that there may be a violation Each of any Environmental Law by, or any liability arising thereunder ofIBG, the Borrower or any IBG Subsidiaries and all of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 their IBG Properties and operations are in material compliance with all applicable Environmental Laws (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 as would not reasonably be expected to result in a Material Adverse Change. The use that IBG or any IBG Subsidiary makes of the 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 IBG Properties, except as would not reasonably be expected to result in a Material Adverse Change. (D) There is no action, suit, proceeding, investigation, or inquiry before any Governmental Authority pending or, to the Best Knowledge of IBG, threatened, against IBG or any IBG Subsidiary relating in any way to any Environmental Law. Neither IBG nor any IBG Subsidiary has any 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, 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 any way under any Environmental Laws or requesting information to enable such a determination to be made).

Environmental Compliance. (ai) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 Except where the failure to so comply 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 the Borrower is in compliance with all Environmental Laws applicable 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 for any non-compliance or failure to obtain such Permits which could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower has caused Heritage to submit timely and complete applications to renew any expired or expiring Permits required pursuant to any Environmental Law, except for any non-compliance or failure to obtain such permits which could not reasonably be expected to have a Material Adverse Effect. All reports, documents, or other submissions required by Environmental Laws to be submitted by the Borrower to any Governmental Authority or Person have been filed by or on behalf of the Borrower, except where the failure to do so would not present a reasonable likelihood of having a Material Adverse Effect. (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 such presence could not reasonably be expected to have a Material Adverse Effect, and (b) to the knowledge of the Borrower, there was no Hazardous Substance present at any of the real property formerly owned or 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 release, or 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 nor any of its Restricted the Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower has disposed of, transported, or such Restricted Subsidiary holds any interest arranged for the transportation or performs any of its operations, in violation disposal of any applicable Environmental LawHazardous Substance where such disposal, if transportation, or arrangement would give rise to liability pursuant to CERCLA or any analogous state statute other than any such release liabilities that could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify . (iv) Except as disclosed to the Lenders promptly after its receipt of notice thereofBanks in writing, of 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, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (ia) of any material Release of Hazardous Material on, under or 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 no Lien has been identified as potentially responsible for, or is subject to investigation asserted by any Governmental Authority relating toor person resulting from the use, such Releasespill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by Heritage or the Borrower, and (iib) to the knowledge of the commencement Borrower, no such Lien was asserted with respect to any of the real property formerly owned or overt threat 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 judicial of the real property currently owned or administrative proceeding alleging a material leased by the Borrower in violation of any Environmental Laws. Law, and (b) If to the Administrative Agent knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any time has a reasonable basis to believe that there may be a of the real property formerly owned or leased by Heritage in violation of any Environmental Law by, during the period of ownership or any liability arising thereunder of, the Borrower or any leasing of its Restricted Subsidiaries or related to any such real property ownedby such Person. (vi) As of the date hereof, leased or operated 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 any handling of its Restricted Subsidiaries, which violation or liability propane that could not reasonably be expected to have a Materially Material 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 Borrower willA. use and operate, and will cause each Subsidiary to use and operate, all of its Restricted Subsidiaries to, comply Assets in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which applicable to such Assets, keep all Environmental Permits relating to environmental matters and necessary for the Borrower or any operation of its Restricted 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 business in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property effect and remain in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 Releasecompliance therewith, 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 handle all Hazardous Substances in material compliance with all applicable Environmental Laws, in each case except where failure to do so could reasonably be expected to have a Material Adverse Effect; B. promptly, if the Administrative Agent has a good faith concern which the Borrower has not adequately addressed in the opinion of the Administrative Agent that there is material non-compliance by the Borrower, 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 environmental 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, audits and appraisals with such auditor or 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; C. promptly notify the Administrative Agent and provide copies upon receipt of all adverse written claims, complaints, notices or inquiries relating to the condition of its Assets or compliance with Environmental Laws which could 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. (ai) The Borrower willTenant hereby agrees that as a material inducement to Landlord entering into this Lease, Tenant covenants that Tenant shall not cause or permit any "hazardous substance" (as hereinafter defined) to be placed, held, located or disposed of in, on or at the Leased Property or any part thereof and will cause each neither the Leased Property, nor any part thereof shall ever be used as a dump site or a storage site (whether permanent or temporary) for any hazardous substance during the term of its Restricted Subsidiaries tothis Lease. (ii) Tenant hereby agrees, comply with to indemnify Landlord and Landlord's Mortgagee and hold Landlord and Landlords Mortgagee harmless from and against any and all applicable Environmental Lawslosses, liabilities, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower strict liability, damages, injuries, expenses, including, without limitation, reasonable attorney's fees, costs of any settlement or judgment and claims of any of its Restricted Subsidiaries owns and every kind whatsoever paid, incurred or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materialssuffered by, or holds asserted against Landlord or Landlord's Mortgagee by any interest in real propertyperson or entity or governmental agency for, except where with respect to, or as a direct or indirect result of, the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither presence on or under or the Borrower nor escape, seepage, leakage, spillage, discharge, emission, discharging or releasing from the Leased Property of any hazardous substance, including, without limitation, any losses, liabilities, including, without limitation, strict liability, damages, injuries, expenses, including, without limitation, reasonable attorney's fees, costs of its Restricted Subsidiaries shall cause any settlement or allow judgment or claims asserted or arising under the release of Hazardous MaterialsComprehensive Environmental Response, solid waste Compensation and Liability Act, any so-called federal, state or local "super fund" or "super lien" laws or other wastes onstatute, under ordinance, code, rule, regulation, order or decree regulating, relating to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operationsimposing liability, in violation of any applicable Environmental Lawincluding, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofwithout limitation, of 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, 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 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 forstrict liability, or is subject to investigation standards of conduct concerning any hazardous substance. (iii) For purposes of this Lease, hazardous substances shall mean and include those elements or compounds which are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency ("EPA") or the list of toxic pollutants designated by Congress or the EPA or which are defined as hazardous, toxic, pollutant, infectious or radioactive by any Governmental Authority other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at anytime hereafter in effect other than those elements or compounds which are not present on the Leased Property in 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 amounts and/or quantities so as to reasonably satisfy be a regulated element or compound by the Administrative Agent that the Borrower EPA or such Restricted Subsidiary is in material compliance with all applicable Environmental Lawsany other federal, state or local government entity.

Environmental Compliance. (ai) The Borrower will, leased premises of the Corporation and will cause each the Subsidiaries ("Leased Premises") and the owned premises of the Corporation and the Subsidiaries (the "Owned Premises") are in compliance with all Environmental Laws and environmental permits. (ii) Neither the Corporation nor any Subsidiary as tenant of its Restricted Subsidiaries toLeased Premises or as owner of its Owned Premises has released or emitted into the natural environment or discharged or disposed of, comply with all applicable Environmental Lawsat or on, includingor otherwise acquiesced or participated in the discharge or disposal of, without limitationat or on, all applicable Environmental Laws in jurisdictions in which the Borrower Leased Premises or the Owned Premises or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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 adjoining properties of any Hazardous Materials, into Substances. (iv) Neither the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) Corporation nor any Subsidiary is aware of any material Release notices of noncompliance, complaints, summons, legal actions, charges, work orders, control orders, stop orders, remedial and waste removal or other orders relating to the 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 complaint, action or investigation, in respect of the existence on the Leased Premises or Owned Premises of Hazardous Material on, under Substances brought on or from introduced by the Real Property in which the Borrower Corporation or any Subsidiary. (v) All environmental permits required in order to conduct the business of its Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower Corporation or any Subsidiary and the operations pertaining to the Corporation or any Subsidiary or conducted on the Leased Premises or Owned Premises have been obtained, are valid and in full force and effect and are now being complied with. (vi) Neither the Corporation nor any Subsidiary has ever been convicted of its Restricted Subsidiaries is any offence under Environmental Laws or may be been found liable in any proceeding to pay any fine or judgment to any Person 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 such Release a release by the Corporation or that the Borrower or such Restricted any 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 Hazardous Substances from the Leased Premises or administrative proceeding alleging Owned Premises into the environment or the creation of a material violation of any nuisance. (vii) Any polychlorinated biphenyls ("PCBs") in use by the Corporation, in storage or existing on the Leased Premises or Owned Premises are being used, have been stored or exist in such concentration or quantities as, in each case, to comply with all Environmental Laws. (bviii) If To the Administrative Agent at any time has a reasonable basis to believe that best of the knowledge of the Corporation, there may be a violation is no asbestos or asbestos containing materials in or on the Leased Premises or Owned Premises. For the purposes 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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.this subsection:

Environmental Compliance. (a) The Borrower willParent and each Subsidiary conduct in the ordinary course of business a review of the effect of Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations, and will 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 aggregate, reasonably be expected to cause each a Material Property Event. (b) After due inquiry and investigation in accordance with good commercial or customary practices to determine whether contamination is present on any real property or elsewhere in connection with any activity on such real property, without regard to whether Administrative Agent or any Lender has 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 Restricted Subsidiaries toreal 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, in each case, could give rise to a Material Property Event; to Parent’s and each Subsidiaries’ knowledge, no such use of its real property occurred at any time prior to the 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 date hereof which could reasonably be expected to cause a Material Property Event; (b) to Parent’s and each Subsidiaries’ knowledge, there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on its real property which could reasonably be expected to cause a Material Property 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 LawsRequirements; (e) its real property does not appear on and to Parent’s and each Subsidiaries’ knowledge have never been on the National Priorities List, includingany federal or state “superfund” or “superlien” list, without limitationor any other list or database of properties maintained by any local, all applicable Environmental Laws in jurisdictions in state, or federal agency or department showing properties which the Borrower 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 Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, property by reason of 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, 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 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 LawsRequirement. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Each Borrower willshall, and will shall cause each of its Restricted Subsidiaries toSubsidiaries, comply 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, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under Environmental Permits or to any Real Property in which the Borrower material Release or such Restricted Subsidiary holds any interest or performs any a substantial threat of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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 Materialsa Contaminant, into and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the environment in violation generality of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material onforegoing, under or from the Real Property in which the Borrower whenever Administrative Agent 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 Lender has a reasonable basis to believe that there may be a violation Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of any Environmental Law bya Borrower or its Subsidiaries, or any liability arising thereunder ofproperty 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 that any non-compliance, contamination or order or decree could reasonably be anticipated to have a Material Adverse Effect, then, 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 site where the alleged or actual non-compliance or contamination has occurred and prepare and deliver to Administrative Agent, the Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of 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 estimated costs thereof, shall materially change. Notwithstanding the above, such Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or remediation at any Offsite Property that (a) is not owned or operated by such Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated and (b) where Contaminants generated by the persons other than such Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably Subsidiaries have also come to be expected to have a 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 Lawslocated.

Environmental Compliance. The Mortgagor hereby represents and warrants to the Mortgagee that: there is not in, on or about the Mortgaged Premises any product or substance (including, without restriction, contaminants, wastes, hazardous or toxic materials), equipment or anything else which contravenes any statute, regulation, by-law, order, direction or equivalent relating to the protection of the environment or which is not being dealt with according to best recognized practices relating to the environment; to the best of the knowledge of the Mortgagor, no circumstance has existed on the Mortgaged Premises, or exists or has existed on any land adjacent to the Mortgaged Premises, that constitutes or could reasonably constitute a contravention of any statute, regulation, order, by-law, direction or equivalent relating to the protection of the environment; no claim or notice of any action, investigation or proceeding of any kind has been threatened, made or issued, or is pending, relating to any environmental condition on the Mortgaged Premises; the Mortgaged Premises are being used in compliance with all statutes, regulations, orders, by-laws, directions and equivalent relating to the protection of the environment; and it has obtained any and all certificates, permits and/or approvals required to (i) permit the Mortgagor to construct, alter or remove the improvements situated on the Mortgaged premises; and (ii) conduct its business operations on the Mortgaged Premises. The Mortgagor hereby covenants and agrees with the Mortgagee as follows: the Mortgagor shall give to the Mortgagee immediate notice, in writing, of any material change in circumstances in respect of the Mortgaged Premises or adjacent land which would cause any of the representations and warranties contained in the immediately preceding paragraphs (a) The Borrower willto (e) inclusive to become untrue; and the Mortgagor shall not permit or create, and will shall not allow anyone else to permit or create, any circumstance on the Mortgaged Premises which would constitute or could reasonably constitute a contravention of any statute, regulation, order, by-law, direction or equivalent relating to the protection of the environment. If a contaminant is discovered on the Mortgaged Premises, the Mortgagor shall give to the Mortgagee immediate notice, in writing, of the discovery of a contaminant. The Mortgagor shall, at its sole cost, retain an environmental consultant from a list of consultants approved by the Mortgagee. The consultant shall perform such assessments, investigations, studies and tests as may be required to determine: (i) the potential effect of the contaminant on human health and the environment; (ii) the lateral and vertical extent of the contamination; (iii) the source of the contamination; and (iv) the cost of the remediation of the contamination. The Mortgagor shall immediately deliver to the Mortgagee copies of all reports, studies or other documents prepared by the consultant. The Mortgagor, at its sole cost and expense, shall comply or cause each of its Restricted Subsidiaries totenants, agents and invitees, at their sole cost and expense, to comply with all federal, provincial and municipal laws, rules, regulations and orders with respect to the discharge and removal of hazardous or toxic waste, and with respect to the discharge of contaminants into the natural environment, pay immediately when due the cost of removal of any such waste or contaminants and the cost of any improvements necessary to deal with such waste or contaminants and keep the Mortgaged Premises free and clear of any lien imposed pursuant to such laws, rules and regulations. In the event the Mortgagor fails to do so, after notice to the Mortgagor, and after the expiration of the earlier of: any applicable Environmental Lawscure period under this Mortgage; or the cure period under the applicable law, rule, regulation or order, then the Mortgagee, at its sole option, may declare this Mortgage to be in default. The Mortgagor shall indemnify and hold harmless the Mortgagee (and its directors, officers, employees and agents) from and against all loss, cost, damage or expenses (including, without limitation, all applicable Environmental Laws legal fees and costs incurred in jurisdictions in which the Borrower investigation, defence and settlement of any claim or any cost to remediate any contamination or ensure compliance with applicable environment laws, regulations, orders or guidelines), relating to the presence of its Restricted Subsidiaries owns any hazardous waste or operates a facility contaminant or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where due to the Mortgagor's failure to so comply could not reasonably be expected to have a Materially Adverse Effectwith the covenants and provisions of this Section 29. Neither This indemnity shall survive the Borrower nor any discharge of its Restricted Subsidiaries shall cause the Mortgage or allow the release from this Mortgage of Hazardous Materials, solid waste part or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 all 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, 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 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 LawsMortgaged Premises. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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. Except as set forth in Section 5.16 of the Disclosure Schedules: (a) The Borrower willCompany is currently and has been in compliance with all Environmental Laws. The Company has not received from any Person any: (i) Environmental Notice or Environmental Claim or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date. (b) The Company has obtained and is in compliance with all Environmental Permits necessary for the ownership, lease, operation or use of the business or assets of the Company and all such Environmental Permits are in full force and effect as of the Closing Date in accordance with Environmental Law. There is no condition, event or circumstance that is reasonably expected to prevent or impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of the Company as currently carried out. With respect to any such Environmental Permits, the Company has undertaken, or will undertake before the Closing Date, all measures reasonably necessary to facilitate transferability of the same. There is no condition, event or circumstance that would reasonably be expected to form the basis for the termination, revocation, suspension, lapse or limitation, of any Environmental Permits, nor has the Company received any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions of the same. (c) No real property currently or formerly owned, operated or leased by the Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list. (d) There has been no Release of Hazardous Materials by the Company, or to the Knowledge of Equityholders, any other Person, at, on, under, or from any real property currently or formerly owned, operated or leased by the Company or any other location. The Company has not received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, the Company. (e) Except as set forth in Section 5.16(e) of the Disclosure Schedules, no Leased Property contains any underground storage tanks currently, nor, to the Knowledge of the Equityholders, has contained any underground storage tanks in the past. (f) Section 5.16(f) of the Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Company and any predecessors as to which the Company may retain liability, and will cause each none of its Restricted Subsidiaries tothese facilities or locations has been placed or proposed for placement on the National Priorities List (or CERCLIS) under CERCLA, comply or any similar state list, and the Company has not received any Environmental Notice regarding potential liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Company. (g) The Company has provided or otherwise made available to Buyer and listed in Section 5.16(g) of the Disclosure Schedules: (i) any and all applicable environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents within the past seven (7) years with respect to the business or assets of the Company or any currently or formerly owned, operated or leased real property which are in the possession, custody or control of the Company related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, all applicable Environmental Laws in jurisdictions in which costs of remediation, pollution control equipment and operational changes). (h) There is no condition, event or circumstance concerning the Borrower Release or any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment regulation of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not Materials that would reasonably be expected to have a Materially Adverse Effect. Neither to, after the Borrower nor any of its Restricted Subsidiaries shall cause Closing Date, prevent, impede or allow materially increase the release of Hazardous Materialscosts associated with the ownership, solid waste lease, operation, performance or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 use of the Borrower business or any of its Restricted Subsidiaries arising in connection with any noncompliance with or violation assets 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 Company as currently carried out. (i) of any material Release of Hazardous Material onThe Company has not retained or assumed, under any Material Contract or from the Real Property in which the Borrower or by operation of Law, any Liabilities 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 third parties under Environmental LawsLaw. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and Lessee will not cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws or permit the leased ------------------------ premises or Lessee to be in jurisdictions in which the Borrower or any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materialsviolation of, or holds any interest in real property, except where do anything or permit anything to be done which will subject the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or leased premises to any Real Property remedial obligations under, any Applicable Laws (as hereinafter defined) assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances know to Lessee, if any, pertaining to the leased premises and Lessee and Lessee will promptly notify Lessor in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation writing of any applicable Environmental Lawexisting, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its pending or threatened investigation or inquiry by any governmental authority in connection with any Applicable Laws upon Lessee's receipt of notice thereof. Lessee shall obtain or cause to be obtained any permits, of licenses or similar authorizations to construct, occupy, operate or use any Environmental Claim which the Borrower receives involving any potential or actual material liability buildings, improvements, fixtures and equipment forming a part of the Borrower leased premises required under any Applicable Laws. Lessee shall take all steps reasonably necessary to determine that no hazardous substances or any solid wastes are being disposed of its Restricted Subsidiaries arising in connection with any noncompliance with otherwise released on or violation of to the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment leased premises in violation of applicable Environmental LawApplicable Laws. The Borrower shall promptly notify Lessee will not cause or permit the Lenders (i) disposal or other release of any material Release hazardous substances or solid waste on or to the leased premises in violation of Hazardous Material onApplicable Laws and covenants and agrees to keep or cause the leased premises to be kept free of any hazardous substance or solid waste except in compliance with Applicable Laws and to remove the same (or if removal is prohibited by law, under to take whatever action is required by law) promptly upon discovery at its sole expense. In the event Lessee fails to comply with or perform any of the foregoing covenants and obligations within fifteen (15) days after written notice, Lessor may declare a default hereunder and in addition to Lessor's remedies available by reason thereof, Lessor may (without any obligations, express or implied) remove any hazardous substance or solid waste from the Real Property in which leased premises (or if removal is prohibited by law, take whatever action is required by law) and the Borrower cost of the removal or any of such other action shall be paid by Lessee to Lessor as additional rent. Lessee grants to Lessor and its Restricted Subsidiaries holds or has held an interestagents, employees, contractors and consultants access to the leased premises and the right to enter upon the Borrower’s learning thereof leased premises and remove the hazardous substance or solid waste (or if removal is prohibited by receipt of notice that the Borrower or any of its Restricted Subsidiaries law, to take whatever action 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 required 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 Lawslaw. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and will cause Company each of its Restricted Subsidiaries to, comply and each Predecessor Corporation has complied with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. There are no pending or, includingto the best knowledge of the Company, without limitation, all applicable past or threatened Environmental Laws in jurisdictions in which Claims against the Borrower Company or any of its Restricted Subsidiaries owns or operates a facility any Real Property owned or siteoperated by the Company or any of its Subsidiaries. There are no facts, arranges for disposal circumstances, conditions or treatment occurrences on any Real Property owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the Company, on any property adjoining or in the vicinity of any such Real Property that would reasonably be expected (i) to form the basis of an Environmental Claim against the Company or any of its Subsidiaries or any such Real Property or (ii) to cause any such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property by Company or any of its Subsidiaries under any applicable Environmental Law. (b) Hazardous MaterialsMaterials have not at any time been generated, accepts for transport any Hazardous Materialsused, treated or stored on, or holds transported to or from, any interest in real propertyReal Property owned or operated by the Company or any of its Subsidiaries or any Predecessor Corporation where such generation, except where the failure to so comply could not use, treatment or storage has violated or would reasonably be expected to violate any Environmental Law. Hazardous Materials have a Materially Adverse Effect. Neither not at any time been Released on or from any Real Property owned or operated by the Borrower nor Company or any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Predecessor Corporation. There are not now any underground storage tanks located on any Real Property in which owned or operated by the Borrower Company or such Restricted Subsidiary holds any interest or performs any of its operationsSubsidiaries. (c) Notwithstanding anything to the contrary in this Section 4.21 the representations made in this Section 4.21 shall only be untrue if the aggregate effect of all conditions, failures, noncompliances, Environmental Claims, Releases and presence of underground storage tanks, in violation each case of any applicable Environmental Lawthe types described above, if such release could reasonably be expected to have a Materially Material Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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. (ai) The Borrower willEach of the Borrowers and 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 will cause each of its Restricted Subsidiaries to, comply with all applicable published rules and regulations of the United States Environmental LawsProtection Agency and of any similar state agencies, including, without limitation, all applicable Environmental Laws other than those which in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply 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 a Materially Adverse Effect. Neither been given written notice or otherwise have actual knowledge, is now pending before any court, governmental agency or board, or to the Borrower Borrowers' knowledge, threatened by any Person (nor to the Borrowers' knowledge, does any factual basis exist therefor) for, and none of the Borrowers nor any of its Restricted their Subsidiaries shall cause has received written correspondence from any federal, state or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operationslocal governmental authority with respect to, in violation of any applicable Environmental Law, if such release could each case excepting items as would not reasonably be expected to have result in a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of Change: (a) currently alleged noncompliance by any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower Borrowers or any of its Restricted Subsidiaries arising in connection with any noncompliance with such environmental law, rule or violation of the requirements of any Environmental Law or regulation which could result in 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 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.Adverse Change, (b) If personal injury, wrongful death or other tortious conduct relating to materials, commodities or products used, generated, sold, transferred or manufactured by any of the Administrative Agent at Borrowers or their Subsidiaries (including but not limited to products made of, containing or incorporating asbestos, lead or other hazardous materials, commodities or toxic substances), or (c) the release into the environment by any time has a reasonable basis to believe that there may be a violation of the Borrowers or their Subsidiaries of any Environmental Law by, or any liability arising thereunder of, Hazardous Material generated by the Borrower Borrowers or any of its Restricted their Subsidiaries whether or related to any real property not occurring at or on a site owned, leased or operated by the Borrower or any of its Restricted the Borrowers or their Subsidiaries. (iii) To the best of the Borrowers' knowledge, none of the properties owned or leased by any of 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 Borrowers or their Subsidiaries except that which violation or liability could not reasonably be expected to have result in a Materially Material 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 LawsChange.

Environmental Compliance. Tenant shall not cause nor permit, nor allow any of Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (acollectively, "Tenant's Parties") The Borrower willto 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 will cause each janitorial supplies in usual and customary quantities stored, used and disposed of its Restricted Subsidiaries to, comply in accordance with all applicable Environmental Laws. Tenant and ▇▇▇▇▇▇'s Parties shall comply with all Environmental Laws and promptly notify Landlord in writing of (a) the presence of any Hazardous Materials, other than office and janitorial supplies as permitted above, on the Premises; (b) any notices of violation or potential or alleged violation of 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 the right, upon not less than forty-eight (48) hours notice to Tenant, to enter upon and inspect the Premises and to conduct tests, monitoring and investigations. Such right of entry shall include the right to test for soil and groundwater contamination. If such tests indicate the presence of any Environmental Condition which occurred during the Term of this Lease, or if Landlord has reasonable grounds to believe that ▇▇▇▇▇▇ has disposed of or caused a release of Hazardous Materials at, 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, all applicable Environmental Laws in jurisdictions in any recommendations with respect to precautions which should be taken with respect to activities on the Borrower or any of its Restricted Subsidiaries owns or operates a facility or sitePremises, arranges for disposal or treatment and additional testing and studies to detect the presence of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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. (ai) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 Except where the failure to so comply 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 the Company will be, in compliance with all Environmental Laws applicable to it and to the Business or its assets. 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 for any non-compliance or failure to obtain such Permits which could not reasonably be expected to have a Materially Material Adverse Effect. Neither the Borrower nor The Company has submitted timely and complete applications to renew any of its Restricted Subsidiaries shall cause expired or allow the release of Hazardous Materials, solid waste or other wastes on, under or expiring Permits required pursuant to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if except for any non-compliance or failure to obtain such release Permits which could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify All reports, documents, or other submissions required by Environmental Laws to be submitted by the Lenders promptly after its receipt Company to any Governmental Authority or Person have been filed by the Company, except where the failure to do so would not present a reasonable likelihood of notice thereof, of having a Material Adverse Effect. (a) There is no Hazardous Substance present at any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower real property currently owned or leased by the Company or any of its Restricted the 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 Company except to 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 Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice extent 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability presence could not reasonably be expected to have a Materially Material Adverse Effect, then and (b) to the Borrower shallknowledge of the Company, upon written request there was no Hazardous Substance present at any of the real property formerly owned or leased by the 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 the Subsidiaries of the Company 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 analogous state statute other than any such liabilities that could 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 Administrative Agentuse, provide spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by the Administrative Agent 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 reportsPerson. (a) There are no underground storage tanks, certificatesasbestos-containing materials, engineering studies polychlorinated biphenyls, or other written material urea formaldehyde insulation at any of the real property currently owned or data as leased by the Administrative Agent reasonably may require so as Company in violation of any Environmental Law, and (b) to reasonably satisfy the Administrative Agent that knowledge of the Borrower 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 Restricted Subsidiary is in material compliance with all applicable Environmental Lawsreal property by such Person.

Environmental Compliance. Borrower and its Subsidiaries have obtained, to the Borrower's knowledge after due inquiry, all permits, licenses and other authorizations which are required under federal, state and local laws (athe "ENVIRONMENTAL LAWS") The and regulations relating to emissions, discharges, releases of Hazardous Materials into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials at the facilities of Borrower willor its Subsidiaries, or in connection with the operation of such facilities. Except as disclosed in SCHEDULE 5.11 hereof, Borrower and its Subsidiaries, and will cause each all activities of Borrower and its Restricted Subsidiaries toat its facilities, comply comply, to the Borrower's knowledge after due inquiry, with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws and with the terms and conditions of any required permits, licenses and authorizations applicable to Borrower or such Subsidiary except where its noncompliance would not constitute a Material Adverse Occurrence. Except as disclosed in jurisdictions SCHEDULE 5.11 hereof, Borrower and its Subsidiaries are in material compliance, to the Borrower's knowledge after due inquiry, with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which the Borrower or any of its Restricted Subsidiaries owns Subsidiary is aware and with respect to which noncompliance would constitute a Material Adverse Occurrence. Except as disclosed in SCHEDULE 5.11 hereto, Borrower is not aware of, nor has Borrower received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or operates a facility plans which may interfere with or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materialsprevent continued compliance with, or holds any interest in real propertywhich may give rise to liability under, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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. (aA) The Borrower willand its Subsidiary will (i) maintain compliance with any applicable Environmental Laws, (ii) obtain and maintain, and will cause each of its Restricted Subsidiaries toto obtain and maintain, comply with any and all applicable Environmental Laws, including, without limitation, all material permits required by applicable Environmental Laws in jurisdictions in which connection with its or its Subsidiaries' operations and (iii) dispose of, and cause each of its Subsidiaries to dispose of, any and all Hazardous Materials only at facilities and with carriers reasonably believed to possess valid permits under RCRA, if applicable, and any applicable state and local Environmental Laws. The Borrower shall use its best efforts, and cause each of its Subsidiaries to use its best efforts, to obtain all certificates required by law to be obtained by the Borrower and its Subsidiaries from all contractors employed by the Borrower or any of its Restricted Subsidiaries owns in connection with the transport 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 . (B) If the Borrower or any of its Restricted Subsidiaries arising in connection with shall: (1) receive written notice that any noncompliance with or material violation of the requirements of any Environmental Law Laws may have been committed 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 is about to be committed by the Borrower or any of its Restricted Subsidiaries; (2) receive written notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Borrower or any of its Subsidiaries holds alleging any material violation of any Environmental Laws or has held an interestrequiring the Borrower or any of its Subsidiaries to take any action in connection with the release or threatened release of Hazardous Substances or solid waste into the environment; or (3) receive written notice from a federal, upon the Borrower’s learning thereof by receipt of notice state, foreign or local governmental agency or private party alleging that the Borrower or any of its Restricted Subsidiaries is liable or may be liable responsible for costs associated with the response to cleanup, stabilization or neutralization of any Person as environmental activity; then it shall provide each Bank with a result copy of such Release notice within fifteen (15) Business Days of the Borrower's or that such Subsidiary's receipt thereof. Subject to the right of the Borrower or such Restricted Subsidiary has been identified as potentially responsible for, to contest in good faith any such action 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 ofproceedings, the Borrower and its Subsidiaries shall as promptly as possible resolve, cure and/or have dismissed with prejudice any such action or any proceedings to the satisfaction of its Restricted Subsidiaries or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 LawsBanks.

Environmental Compliance. (a) The Borrower will, and its Subsidiaries will cause each of its Restricted Subsidiaries to, comply in all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in all jurisdictions in which any of them operates now or in the future, and the Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower's or any Subsidiary's business, properties and assets. (b) If the Borrower or any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport Subsidiary shall (i) receive notice that any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in material violation of any applicable Environmental Law, if such release could reasonably Law may have been committed or is about to be expected to have a Materially Adverse Effect. 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 committed by the Borrower or any of its Restricted Subsidiaries arising in connection with Subsidiary, (ii) receive notice that any noncompliance with administrative or violation of the requirements of any Environmental Law judicial complaint or a material Release order has been filed 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 is about to be filed against 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. Law requiring the Borrower or any Subsidiary to take any action in connection with the release of Hazardous Materials into the environment, (biii) If receive any notice from a federal, state or local government agency or private party alleging that the Administrative Agent at Borrower or any time has a reasonable basis to believe that there Subsidiary may be liable or responsible for any material amount of costs associated with a violation response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, (iv) become aware of any Environmental Law by, investigative action or any liability arising thereunder of, proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Restricted Subsidiaries regarding any potential violation of Environmental Laws or related to any real property ownedspill, leased release, discharge or operated disposal of any Hazardous Material or (v) notify any governmental agency or authority regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material by the Borrower or any of its Restricted SubsidiariesSubsidiary, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shallshall 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 and thereafter shall continue to furnish to the Lender all further notices, upon written request from demands, reports and other information regarding the Administrative Agentforegoing. (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, provide financial or otherwise, of the Administrative Agent with such reportsBorrower or any Subsidiary, 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 shall provide the Lender with all applicable Environmental Lawsnotice thereof.

Environmental Compliance. (a) The Borrower willshall, and will shall cause each of its Restricted Subsidiaries toSubsidiaries, comply 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, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under Environmental Permits or to any Real Property in which the Borrower material Release or such Restricted Subsidiary holds any interest or performs any a substantial threat of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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 Materialsa Contaminant, into and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the environment in violation generality of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material onforegoing, under or from the Real Property in which the Borrower whenever Administrative Agent 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 Lender has a reasonable basis to believe that there may be a violation Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of any Environmental Law byBorrower or its Subsidiaries, or any liability arising thereunder ofproperty 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 that any non-compliance, contamination or order or decree could reasonably be anticipated to have a Material Adverse Effect, then, 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 site where the alleged or actual non-compliance or contamination has occurred and prepare and deliver to Administrative Agent, the Lenders and Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of 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 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 remediation at any Offsite Property that (a) is not owned or operated by Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated and (b) where Contaminants generated by the persons other than Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably Subsidiaries have also come to be expected to have a 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 Lawslocated.

Environmental Compliance. (a) The Borrower willOther than incidentally in the course of Tenant's business or practice, Tenant shall not use, and will cause each shall not permit any servant, licensee, employee, agent, or invitee to use any portion of its Restricted Subsidiaries tothe Premises or Project for the placement, comply storage, manufacture, disposal, or handling of any "Hazardous Materials" (as herein defined). To the extent used in the course of Tenant's business or practice, Tenant shall manage, handle, and provide safeguards for the Premises, the remainder of the Project, and all persons coming to the Premises, or to the Project, in accordance with all applicable Environmental Lawsrules, includingregulations, orders, guidelines, or other instructions or directives of the United States of America, any State, any political subdivision of' either of such governmental entities, or any other governmental entity having authority to regulate such Hazardous Materials. In the event there is no entity with authority to regulate any portion of the Hazardous Materials used in the ordinary course of Tenant's practice, then Tenant agrees to handle, use, and dispose of such Hazardous Materials in the same manner that a prudent person would handle the same, and consistent with standard industry practice. Tenant shall, upon Landlord's written request, provide Landlord with a written list of any Hazardous Materials handled by it at the Premises as well as such other information as Landlord may request regarding such Hazardous Materials and Tenant's handling of the same. In the event that Landlord shall reasonably determine that the handling by Tenant of any Hazardous Material shall pose an unacceptable risk to Landlord or its affiliates, Landlord reserves the right to require additional liability insurance and/or bonding of Tenant's operations. In the event that Landlord shall elect to require such insurance or bonding of Tenant, Tenant shall be solely responsible for obtaining same. Landlord may object at any time to Tenant's improper use, handling, disposal or record keeping practices concerning such Hazardous Materials and Tenant shall immediately correct such practices as soon as receiving any notice of such concerns from Landlord (unless Tenant can demonstrate that such practices are proper under both current law and current, customary industry practice). Notwithstanding the foregoing, Landlord shall be under no obligation to supervise Tenant's business, operations or procedures. Tenant shall be responsible for the costs of any removal, abatement, or remediation of any Hazardous Materials placed, stored, manufactured, disposed of, or handled by Tenant or Tenant's servants, licensees, or any of Tenant's employees, agents, or invitees, in the Premises or elsewhere on the Project. Such costs shall include, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation reasonable cost of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Restricted Subsidiaries arising consultant retained by Landlord in connection with such work. Tenant shall indemnify Landlord and hold Landlord harmless from and against any noncompliance with loss, cost, liability, or violation expense (including reasonable attorney's fees and court costs) arising out of the requirements of any Environmental Law placement, storage, manufacture, disposal, handling, removal, abatement, or a material Release or threatened Release remediation 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 Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof Materials 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 byTenant, or any liability removal, abatement or remediation of any Hazardous Materials required hereunder to be performed or paid for by Tenant, with respect to any portion of the Premises or Project, or arising thereunder of, the Borrower or out of any breach by Tenant of its Restricted Subsidiaries or related to any real property owned, leased or operated by obligations under this Section 37. The provisions of this Section 37 shall survive the Borrower or any termination of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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.this

Environmental Compliance. (a) The Borrower 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 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 cause each obtain any other such permits necessary for the operation and use of its Restricted Subsidiaries tothe Facility. (b) Tenant agrees to notify Landlord, comply with all applicable Environmental Lawsand Landlord agrees to notify Tenant, includingpromptly in writing, without limitation, all applicable Environmental Laws in jurisdictions in which upon the Borrower party or any of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment representatives learning of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause the following with respect to the Facility: (i) notice or allow claim to the release of Hazardous Materials, solid waste effect that Landlord or other wastes on, under Tenant is or may be liable to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have person as a Materially Adverse Effect. 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 result 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, Substance into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders Environment; (iii) of any material Release of Hazardous Material on, under or 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 Landlord 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 Tenant is subject to investigation by any Governmental Authority relating to, such Release, and evaluating whether any Remedial Action is needed to respond to the Release or threatened Release of any Hazardous Substance into the Environment; (iiiii) notice of a condition which might reasonably be expected to result in a notice of violation of any Environmental Law; or (iv) notice of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental LawsLaw. (bc) If Without limiting the Administrative Agent at any time has a reasonable basis to believe that there may be a violation generality of the foregoing, Tenant shall identify and dispose of hazardous wastes, as defined by any Environmental Law byLaws, generated by Tenant during the Lease Term in the manner required by any and all applicable federal, state and local laws, rules and regulations. Upon the expiration or any liability arising thereunder ofearlier termination of the Lease Agreement, the Borrower or any of its Restricted Subsidiaries or related to any real property ownedTenant shall, leased or operated unless otherwise agreed by the Borrower or any parties, identify and dispose of its Restricted Subsidiariesall containers of Hazardous Substances that have been placed on the site by the Tenant during the Lease, which violation or liability could reasonably be expected to have a 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 accordance with all applicable Environmental Lawsfederal, state, and local laws, rules and regulations.

Environmental Compliance. (a) The Borrower will, and will cause each operations of its Restricted Subsidiaries to, Sellers comply in all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 There are no claims, investigations, litigation, administrative proceedings, whether pending or, to Sellers' best knowledge, threatened, or judgments or orders, relating to any Hazardous Materials or alleging the Administrative Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, or Laws (collectively "ENVIRONMENTAL MATTERS") relating in any liability arising thereunder of, the Borrower or way to any operations of its Restricted Subsidiaries or related to Sellers on any real property owned, leased or operated owned by Sellers or to the Borrower or any operations of its Restricted SubsidiariesSellers the result of which, which violation or liability could if adversely determined, would reasonably be expected to have a Materially Adverse Effectmaterial adverse effect on the Receivables or any Seller's ability to perform its obligations hereunder or under the other Transaction Documents. (c) To Sellers' knowledge, then the Borrower shallno Hazardous Materials are presently stored or otherwise located on, upon written request from the Administrative Agentin or under any real property leased, provide the Administrative Agent with such reports, certificates, engineering studies owned 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 operated by Sellers except in material compliance with all applicable Environmental Laws, and, no part of any real property leased, owned or operated by Sellers or to Sellers' best knowledge, adjacent parcels, including the groundwater located thereon, is presently contaminated by any such Hazardous Material in any manner which could reasonably by expected to have a material adverse effect on the Receivables or any Seller's ability to perform its obligations hereunder or under the other Transaction Documents. (d) No Seller has filed any notice under any international, federal, state, regional, provincial or local law indicating past or present treatment, storage or disposal of a Hazardous Material or reporting a spill or release of a Hazardous Material into the environment the result of which, if adversely determined, would reasonably be expected to have a material adverse effect on the Receivables or any Seller's ability to perform its obligations hereunder or under the other Transaction Documents. (e) Sellers do not have any known material liability, contingent or otherwise, in connection with any release of any Hazardous Material into the environment which would reasonably be expected to have a material adverse effect on the Receivables or any Seller's ability to perform its obligations hereunder or under the other Transaction Documents. (f) Sellers hereby indemnify the Trust Depositor and agree to hold Trust Depositor harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and reasonable attorneys' fees and legal expenses) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, Trust Depositor arising directly or indirectly from the violation by any Seller of any Environmental Law with respect to any Resort or Additional Resort; or with respect to, or as a direct or indirect result of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, properties utilized, owned or operated by Sellers in the conduct of their business into or upon any land, the atmosphere, or any watercourse, body of water or wetland, of any Hazardous Material with respect to any Resort or Additional Resort (including, without limitation, any losses,

Environmental Compliance. Borrower shall: (a) The Borrower will, and will comply (or use commercially reasonable efforts to cause each of its Restricted Subsidiaries to, comply compliance) at all times with all applicable Environmental LawsLaws with respect to the Mortgaged Property in all material respects, includingand (b) promptly take, without limitationor cause to be taken, any and all applicable Environmental Laws in jurisdictions in which necessary remedial actions upon obtaining knowledge of the Borrower presence, storage, use, disposal, transportation, release or any discharge of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes Materials on, under or to any Real about the Mortgaged Property in any manner which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, Effect or is in violation of 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, into the environment in violation of applicable Environmental LawLaws. The Borrower shall promptly notify the Lenders (i) of any material Release of cause all remedial action with respect to Hazardous Material on, under or from about the Real Property in which Mortgaged Property, to comply with all applicable Environmental Laws and the Borrower or any applicable policies, orders and directives 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 all 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) Authorities. If the Administrative Agent Lender 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, Borrower relating to the Borrower or any of its Restricted Subsidiaries or related to any real property ownedMortgaged Property, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative AgentLender, provide the Administrative Agent Lender with such reports, certificates, engineering studies or and other written material or data as the Administrative Agent Lender may reasonably may require so as to reasonably satisfy Lender that Borrower and the Administrative Agent that the Borrower or such Restricted Subsidiary is Mortgaged Property are in material compliance with all applicable Environmental Laws. Borrower 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 emergency to comply 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 to be made more frequently than once per calendar year unless an Event of Default shall have occurred and is continuing). Such entry, examination, testing and inspecting and reporting shall be at the expense of Borrower if (x) an Event of Default has occurred and is continuing or (y) Lender has reasonably determined that there may be a violation of Environmental Law or any liability arising under Environmental Law, which expense shall be paid by Borrower to Lender within fifteen (15) days after written demand.

Environmental Compliance. (a) A. The Borrower willTenant shall, and will cause each subject to the provisions of its Restricted Subsidiaries tosubparagraph B below, comply with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations (“ISRA”). The Tenant shall, subject to the provisions of subparagraph B below, make all applicable submissions to, provide all information to, and comply with all requirements of, the Industrial Site Evaluation or its successor (“Element”) of the New Jersey Department of Environmental LawsProtection or its successors (“NJDEP”). B. The Tenant’s obligations under this Section 11 shall arise if there is any closing, includingterminating or transferring of operations of an industrial establishment at the Premises pursuant to ISRA, without limitationwhether triggered by the Landlord or the Tenant. If triggered by the Tenant, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where Landlord agrees to pay the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation cost of any applicable inspection, removal and/or cleanup required by the New Jersey Department of Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 Protection as a result of any condition predating the Tenant’s occupancy of the Premises such Release 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 of the obligations set forth in subparagraph A above at its own expenses except that the Borrower Tenant agrees to provide the Landlord with any information relating to the Tenant’s operations that may be required in order to fulfill such obligations and the Tenant shall pay the cost of any inspection, removal and/or cleanup required by the NJDEP as a result of any condition arising only out of Tenant’s occupancy of the 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 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 complete copies of 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 Landlord may attend all such Restricted Subsidiary has been identified as potentially responsible formeetings. D. Should the Element or any other division of NJDEP determine that a cleanup plan be prepared and that a cleanup be undertaken because of a spill or discharge of a hazardous substance or waste by the Tenant at the Premises which occurred during the Term, then in such event, 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 affidavits 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, no later than six (6) months prior to expiration of the Lease or any renewal or extension thereof or any closing, terminating, or is subject transfer of operations of the Tenant’s operations, the Tenant shall, at the Tenant’s own expense, obtain a letter of nonapplicability or de minimis quantity exemption from the Element prior to termination of the Term and shall promptly provide the Tenant’s submission and the Element’s exception letter to the Landlord. Should the Tenant not obtain a letter of nonapplicability or de minimis quantity exemption from the Element, then the Tenant shall, at the Landlord’s option, hire a consultant satisfactory to the Landlord to undertake investigation at the Premises sufficient to determine whether or 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 borne by the Tenant. G. If the Tenant fails to obtain either: (i) a nonapplicability letter; (ii) a de minimis quantity exemption; (iii) a negative declaration; or (iv) final approval of cleanup; (collectively referred to as “ISRA Clearance”) from the 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 Governmental Authority relating tochange in the Permitted Use of the Premises. Prior to the Commencement Date, such Releasethe 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 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 commencement parties or overt threat in the event of any judicial 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 administrative proceeding alleging a material violation 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 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 Environmental Lawsarea 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 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 other environmental law. In the 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 date 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) If furnish either (i) a bond satisfactory to the Administrative Agent at 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 the Landlord in an amount sufficient to discharge the claim out of which the lien arises, or (iv) otherwise dispose of such 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 time has a reasonable basis to believe that there may be a violation underground storage tank for the storage of any Environmental Law bysubstance whatsoever without the written consent of the Landlord, or any liability arising thereunder ofwhich consent may not be unreasonably withheld by Landlord. Notwithstanding the previous sentence, the Borrower or any two existing underground tanks previously installed prior to the date of its Restricted Subsidiaries or related to any real property owned, leased or operated this Lease have been approved by the Borrower or 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 its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 LawsLease.

Environmental Compliance. Except as set forth on the Environmental Schedule: (a) The Borrower willCompany and its Subsidiaries are, and will cause each of its Restricted Subsidiaries tosince January 1, comply 2008 have been, in material compliance with all applicable Environmental LawsRequirements. (b) The Company and its Subsidiaries have obtained and possess all material licenses, includingfranchises, without limitationpermits, certificates, approvals or other authorizations required under Environmental Requirements and are in material compliance with all applicable 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 Laws in jurisdictions in 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 Borrower Company’s knowledge, threatened against the Company or any of its Restricted Subsidiaries owns Subsidiaries, pursuant to Environmental Requirements or operates a facility or site, arranges for disposal or treatment of relating to Hazardous Materials. (e) Neither the Company nor any of its Subsidiaries is subject to any material judgment, accepts for transport order, injunction, ruling or decree of any Hazardous Materials, court or holds any interest in real property, except where the failure other Governmental Authority that is outstanding and was issued pursuant to so comply could Environmental Requirements. (f) Except as would not reasonably be expected to have a Materially Adverse Effect. Neither be material to the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Company 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 Subsidiaries, no Hazardous Material has been discharged, disposed of, arranged for disposal, dumped, injected, pumped, deposited, spilled, leaked, emitted, released or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders to be released either (i) of any material Release of Hazardous Material on, under or from by the Real Property in which the Borrower Company 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 at, into, through, under, on, to or overt threat of from any judicial property now 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 previously owned, leased or operated by the Borrower Company or any of its Restricted Subsidiaries. (g) The Company has made available to Purchaser all environmental site assessments, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such audit reports, certificatesstudies, engineering studies tests, reviews or other written material analyses relating to the Company or data as any Subsidiary thereof, or any of their respective current or former properties, businesses or facilities, to the Administrative Agent reasonably may require so as to reasonably satisfy extent such documents are in the Administrative Agent that possession, custody or control of the Borrower Company or such Restricted any Subsidiary is thereof. (h) Neither the Company nor any of its Subsidiaries owns, leases or operates any real property in material compliance with all applicable Environmental LawsNew Jersey or Connecticut.

Environmental Compliance. Except as set forth on Schedule 4.16: (a) The Borrower willCompany and its Subsidiaries are and have been since January 1, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 2013 in material compliance with all applicable Environmental LawsRequirements. (b) The Company and its Subsidiaries have obtained and possess all material Permits and other authorizations required under Environmental Requirements to conduct the business of the Company as currently conducted and are and have been since January 1, 2013 in material compliance with all terms and conditions of such Permits and other authorizations. (c) Since January 1, 2013, neither the Company nor any Subsidiary thereof has received any written notice of material violation of Environmental Requirements, the subject of which is unresolved (and which have no continuing or future material obligations under any Environmental Requirements). (d) There are no material Litigations pending or, to the Company’s knowledge, Threatened against the Seller, the Company or any of its Subsidiaries, pursuant to any Environmental Requirement. (e) Neither the Company nor any of its Subsidiaries is subject to any material Order that is outstanding and was issued pursuant to Environmental Requirements. (f) To the Company’s knowledge, the Company and its Subsidiaries have not released any Hazardous Materials since January 1, 2013 at any Leased Real Property in violation of any Environmental Requirement that has or would reasonably be expected to give rise to a material liability under any Environmental Requirement. (g) The Company has delivered or otherwise made available for inspection to Purchaser copies of any non-privileged, material environmental site assessments and any other material reports in the possession of the Company or any of its Subsidiaries that pertain to compliance by the Company or any of its Subsidiaries with, or liability of the Company or any of its Subsidiaries under, Environmental Requirements at any Leased Real Property or with respect to any other properties, facilities or operations of the Company or any of its Subsidiaries. (h) Neither the Company nor any of its Subsidiaries has disposed of or arranged for the disposal of, transported or released any Hazardous Materials so as to cause the Company or any of its Subsidiaries to incur material liabilities under any Environmental Requirements. (i) This Section 4.16 constitutes the sole and exclusive representations and warranties of the Company with respect to any environmental, health and safety matters, including any arising under Environmental Requirements.

Environmental Compliance. (a) The Borrower will, Parent and will cause each of its Restricted Subsidiaries to, comply currently operate their respective businesses in material compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 None of the Administrative Agent at real property currently or previously owned or occupied by Parent or any time of its Subsidiaries or their assets has a reasonable basis ever been used by previous owners or operators, or has ever been used by Parent or any of its Subsidiaries, to believe that there may be a treat, produce, store, handle, transfer, process, transport, dispose or otherwise Release any Hazardous Substances in violation of any Environmental Law byexcept, in the case of previous owners or operators, where such violation could not reasonably be expected to result in any liability arising thereunder ofto Parent or its Subsidiaries, individually or in the Borrower aggregate, in excess of an aggregate of Ten Million Dollars ($10,000,000) over the term of this Agreement. (c) There is no condition that exists on the real property owned, occupied or otherwise used by Parent or any of its Restricted Subsidiaries that requires Remedial Action except where such Remedial Action could not reasonably be expected to result in any cost or related liability to Parent 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. (d) Neither Parent nor any of its Subsidiaries has been notified of, or has actual knowledge of any notification having been filed with regard to, a Release on or about or into or adjacent to any real property now or previously owned, leased occupied or operated otherwise used by the Borrower Parent or any of its Restricted SubsidiariesSubsidiaries or their assets. (e) Neither Parent nor any of its Subsidiaries has received a summons, which violation or liability could reasonably be expected to have a Materially Adverse Effectcitation, then the Borrower shallnotice of violation, upon written request from the Administrative Agentadministrative order, provide the Administrative Agent with such reportsdirective, certificates, engineering studies letter or other communication, written material or data oral, from any Governmental Authority concerning any intentional or unintentional action or omission related to the generation, storage, transportation, handling, transfer, disposal or treatment of Hazardous Substances in violation of any Environmental Law. (f) There are no “friable” (as that term is defined in regulations under the Administrative Agent reasonably may require so as 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 real property owned or occupied by Parent or any of its Subsidiaries. (g) No equipment containing polychlorinated biphenyls, including electrical transformers, is located on any real property owned or occupied by Parent or any of its Subsidiaries 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. (h) Each of the tanks (if any) on any real property owned or occupied by Parent or any of its Subsidiaries has been registered and tested to reasonably satisfy the Administrative Agent that the Borrower or such Restricted Subsidiary is extent required by, and in material compliance with all accordance with, any applicable Environmental Laws, and there is no evidence of leakage from any such tanks. All tanks that have been removed or abandoned have been closed in accordance with applicable standards under Environmental Laws.

Environmental Compliance. (a) The Borrower willshall, and will shall cause each of its Restricted Subsidiaries toSubsidiaries, comply 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, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under Environmental Permits or to any Real Property in which the Borrower material Release or such Restricted Subsidiary holds any interest or performs any a substantial threat of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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 Materialsa Contaminant, into and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the environment in violation generality of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material onforegoing, under or from the Real Property in which the Borrower whenever Administrative Agent 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 Lender has a reasonable basis to believe that there may be a violation Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of any Environmental Law byBorrower or its Subsidiaries, or any liability arising thereunder ofproperty 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 that any non-compliance, contamination or order or decree could reasonably be anticipated to have a Material Adverse Effect, then, 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 site where the alleged or actual non-compliance or contamination has occurred and prepare and deliver to Administrative Agent, the Lenders and Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of 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 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 remediation at any Offsite Property that (a) is not owned or operated by Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated and (b) where Contaminants generated by the persons other than Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably Subsidiaries have also come to be expected to have a 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 Lawslocated.

Environmental Compliance. Except as set forth on the Environmental Schedule: (a) The Borrower willCompany and its Subsidiaries are, and will cause each of its Restricted Subsidiaries tosince January 1, comply 2008 have been, in material compliance with all applicable Environmental LawsRequirements. (b) The Company and its Subsidiaries have obtained and possess all material licenses, includingfranchises, without limitationpermits, certificates, approvals or other authorizations required under Environmental Requirements and are in material compliance with all applicable 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 Laws in jurisdictions in 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 Borrower Company’s knowledge, threatened against the Company or any of its Restricted Subsidiaries owns Subsidiaries, pursuant to Environmental Requirements or operates a facility or site, arranges for disposal or treatment of relating to Hazardous Materials. (e) Neither the Company nor any of its Subsidiaries is subject to any material judgment, accepts for transport order, injunction, ruling or decree of any Hazardous Materials, court or holds any interest in real property, except where the failure other Governmental Authority that is outstanding and was issued pursuant to so comply could Environmental Requirements. (f) Except as would not reasonably be expected to have a Materially Adverse Effect. Neither be material to the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Company 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 Subsidiaries, no Hazardous Material has been discharged, disposed of, arranged for disposal, dumped, injected, pumped, deposited, spilled, leaked, emitted, released or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders to be released either (i) of any material Release of Hazardous Material on, under or from by the Real Property in which the Borrower Company 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 at, into, through, under, on, to or overt threat of from any judicial property now 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 previously owned, leased or operated by the Borrower Company or any of its Restricted Subsidiaries. (g) The Company has made available to Purchaser all environmental site assessments, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such audit reports, certificatesstudies, engineering studies tests, reviews or other written material analyses relating to the Company or data as any Subsidiary thereof, or any of their respective current or former properties, businesses or facilities, to the Administrative Agent reasonably may require so as to reasonably satisfy extent such documents are in the Administrative Agent that possession, custody or control of the Borrower Company or such Restricted any Subsidiary is thereof. (h) Neither the Company nor any of its Subsidiaries owns, leases or operates any real property in material compliance with all applicable Environmental LawsNew Jersey or Connecticut.

Environmental Compliance. The Borrowers shall: (a) The Borrower willMaintain at all times all permits, licenses and will cause each of its Restricted Subsidiaries to, comply with all applicable other authorizations required under Environmental Laws, including, without limitation, and comply in all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 respects with all terms and conditions of the Borrower or any of its Restricted Subsidiaries arising required permits, licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained 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 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 Notify the Administrative Agent at Issuer and the Original Purchaser promptly upon obtaining knowledge that (i) any time has a reasonable basis to believe that there may be a violation Property previously or presently owned or operated is the subject of an environmental investigation by any Government Authority having jurisdiction over the enforcement of Environmental Law byLaws, or (ii) any liability arising thereunder of, the Borrower or any of its Restricted respective Subsidiaries has been or related may be named as a responsible party subject to Environmental Liability, or (iii) any real property owned, leased or operated by the Borrower or obtains knowledge of any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Hazardous Substance located on any Property except in material compliance with all applicable Requirements of Law. (c) At any reasonable time following reasonable notice and as often as may be reasonably desired after any Borrower becomes aware of an environmental problem, permit the Issuer and/or the Original Purchaser or an independent consultant selected by the Issuer and/or the Original Purchaser to conduct an environmental audit satisfactory to the Issuer and/or the Original Purchaser for the purpose of determining whether the Borrowers, each Subsidiary, any tenant, and their Property comply with Environmental Laws and whether there exists any condition or circumstance which may require a cleanup, removal or other remedial action by a Borrower, a Subsidiary or a tenant with respect to any Hazardous Substance. The Borrowers and their respective Subsidiaries shall facilitate such environmental audit. The Issuer and/or the Original Purchaser shall provide the Borrower, at the Borrowers’ request, with all reports and findings but the Borrowers may not rely on such environmental audit for any purpose. Any such environmental audit of Property shall be at Borrowers’ expense at any time following an Event of Default or upon the occurrence of an event described in Section 6.13(b) or at any time the Property is the subject of an environmental investigation by a Government Authority having jurisdiction over the enforcement of Environmental Laws; provided, however, that the Issuer’s and/or the Original Purchaser’s environmental audit shall not be at the Borrowers’ expense if (i) a Government Authority or a firm or firms of geotechnical engineers and/or environmental consultants hired by the Borrowers and reasonably acceptable to the Issuer and/or the Original Purchaser shall undertake to make an environmental audit, and (ii) the Borrowers shall provide the Issuer and the Original Purchaser at the Borrowers’ expense with, and the Issuer and the Original Purchaser shall be entitled to rely on, all reports and findings of such Government Authority or geotechnical engineers as soon as such reports and findings are made available to the Borrower. Notwithstanding the foregoing, nothing contained in this Bond Agreement, or in the Loan Documents, or in the enforcement of this Bond Agreement or the Loan Documents, shall constitute or be construed as granting or providing the right, power or capacity to the Issuer or the Original Purchaser to exercise (a) decision-making control of the Borrowers’, any Subsidiary’s or any tenant’s compliance with any Environmental Law, or (b) day-to-day decision making of the Borrower, any Subsidiary or any tenant with respect to (i) compliance with Environmental Laws or (ii) all or substantially all of the operational aspects of the Borrower, any Subsidiary or any tenant.

Environmental Compliance. Mortgagor and others have executed an Environmental Indemnity Agreement of even date herewith (a) The Borrower willas it may be modified or amended from time to time, the “Environmental Agreement”), which shall survive the repayment of the Note and will cause each the satisfaction of its Restricted Subsidiaries to, this Mortgage. Mortgagor hereby agrees to fully comply with all applicable terms, conditions and provisions of the Environmental LawsAgreement. If any representation or warranty contained in the Environmental Agreement is untrue, includingif 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 limitationany limitation of Lender’s other rights under this Mortgage, all applicable Environmental Laws 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 Premises or any part thereof which, if true, could result in jurisdictions an order, suit or other action against Mortgagor or Lender which, in which the Borrower or sole opinion of Lender, could jeopardize Lender’s security under this Mortgage. All costs and expenses incurred by Lender in the exercise of any of its Restricted Subsidiaries owns or operates a facility or siterights under this Section shall be secured by this Mortgage and shall be payable by Mortgagor upon demand or, arranges for disposal or treatment at the election of Hazardous MaterialsLender, accepts for transport any Hazardous Materials, or holds any interest in real property, except where funded under the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 LawsNote. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and its Subsidiaries will cause each of its Restricted Subsidiaries to, comply in all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in all jurisdictions in which any of them operates now or in the future, and the Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower’s or any of its Subsidiaries’ business, properties and assets. (b) If the Borrower or any Subsidiary of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor shall (i) receive notice that any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in material violation of any applicable Environmental Law, if such release could reasonably Law may have been committed or is about to be expected to have a Materially Adverse Effect. 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 committed by the Borrower or any of its Restricted Subsidiaries arising in connection with any noncompliance with or violation Subsidiary of the requirements of Borrower, (ii) receive notice that any Environmental Law administrative or a material Release judicial complaint 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 order has been filed or from the Real Property in which is about to be filed against the Borrower or any Subsidiary 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. 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, (biii) If receive any notice from a federal, state or local government agency or private party alleging that the Administrative Agent at Borrower or any time has a reasonable basis to believe that there Subsidiary of the Borrower may be liable or responsible for any material amount of costs associated with a violation response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, (iv) become aware of any Environmental Law by, investigative proceedings by a governmental agency or any liability arising thereunder of, authority commenced or threatened against the Borrower or any of its Restricted Subsidiaries regarding any potential material violation of Environmental Laws or related to any real property ownedspill, leased release, discharge or operated 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 any a Subsidiary of its Restricted Subsidiariesthe Borrower, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shallshall 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 and thereafter shall continue to furnish to the Lender all further notices, upon written request from demands, reports and other information regarding 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 Lawsforegoing.

Environmental Compliance. (a) The Borrower willwill not cause or permit any of its Property or any other property used or impacted by Borrower's operations to be in violation of any Environmental Law, or do anything or permit anything to be done which will subject any such property to any remedial obligations under any Environmental Law, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions, and circumstances, if any, pertaining to such property. (b) Borrower will cause each 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 Restricted Subsidiaries toProperty or any other property used or impacted by Borrower's operations in quantities or locations that would require remedial action under any Environmental Law, ii) no Hazardous Material will be released on or to any such 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 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, 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 on 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, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Restricted Subsidiaries arising in connection with any noncompliance with activity or violation of the requirements of any Environmental Law operation conducted under Borrower's authority 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 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 Lawscontrol. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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) Except as set forth on Schedule 5.14, none of the real property currently, or to the Knowledge of the Executives, formerly, owned or operated by the Dearborn Business is listed on the federal National Priorities List ("NPL") or on lists of properties requiring investigation or cleanup that have been compiled pursuant to state or foreign laws that are analogous to CERCLA. (b) Except as set forth on Schedule 5.14, to the Knowledge of the Executives: (i) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply Dearborn Business is in compliance with all applicable Environmental Laws, includingincluding having obtained all material permits, without limitation, all applicable licenses and authorizations which are required under such laws ("Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 propertyAuthorizations"), except where the failure to so comply could with such Environmental Laws, individually or in the aggregate, would not reasonably be expected to have a Materially Material Adverse Effect. Neither the Borrower All such Environmental Authorizations are in effect, no appeal nor any other action is pending to revoke any such Environmental Authorization, and the Dearborn Business is in full compliance with all terms and conditions of its Restricted Subsidiaries shall cause such Environmental Authorizations, except where the failure to comply with such Environmental Authorizations, or allow the release existence of Hazardous Materialsany appeal or action to revoke such Environmental Authorizations, solid waste would not reasonably be expected to have, individually or other wastes onin the aggregate, under a Material Adverse Effect. (ii) Neither Grace nor the Dearborn Business has received written notice from any third party, including, but not limited to, any Governmental Authority, alleging a Toxic Tort Claim or to any Real Property in which Chromium Claim or that the Borrower Dearborn Business or such Restricted Subsidiary holds any interest or performs any of its operations, the Total Dearborn Assets are in violation of any applicable Environmental Law or otherwise liable under any applicable Environmental Law, if such release could which claim, violation or liability is unresolved. There is no pending or 49 threatened Toxic Tort Claim or Chromium Claim or claim, lawsuit, or administrative proceeding under any Environmental Law against the Dearborn Business or the Total Dearborn Assets. (iii) There is no pending or threatened Toxic Tort Claim or Chromium Claim or claim, lawsuit, or administrative proceeding under any Environmental Law against any Person whose liability has been either retained or assumed contractually by the Dearborn Business. (iv) There have been no releases, spills, or discharges of Hazardous Substances on or underneath any of the real property currently or formerly owned or operated by the Dearborn Business that would reasonably be expected to have a Materially Material Adverse Effect. 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 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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) A. The Borrower willTenant shall, and will cause each subject to the provisions of its Restricted Subsidiaries tosubparagraph B below, comply with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations (“ISRA”). The Tenant shall, subject to the provisions of subparagraph B below, make all applicable submissions to, provide all information to, and comply with all requirements of, the Industrial Site Evaluation or its successor (“Element”) of the New Jersey Department of Environmental LawsProtection or its successors (“NJDEP”). B. The Tenant’s obligations under this Article 11 shall arise if there is any closing, includingterminating or transferring of operations of an industrial establishment at the Premises pursuant to ISRA, without limitationwhether triggered by the Landlord or the Tenant. If triggered by the Tenant, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where Landlord agrees to pay the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation cost of any applicable inspection, removal and/or cleanup required by the New Jersey Department of Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 Protection as a result of any condition predating the Tenant’s occupancy of the Premises such Release 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 of the obligations set forth in subparagraph A above at its own expenses except that the Borrower Tenant agrees to provide the Landlord with any information relating to the Tenant’s operations that may be required in order to fulfill such obligations and the Tenant shall pay the cost of any inspection, removal and/or cleanup required by the NJDEP as a result of any condition arising only out of Tenant’s occupancy of the 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 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 complete copies of 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 Landlord may attend all such Restricted Subsidiary has been identified as potentially responsible formeetings. D. Should the Element or any other division of NJDEP determine that a cleanup plan be prepared and that a cleanup be undertaken because of a spill or discharge of a hazardous substance or waste by the Tenant at the Premises which occurred during the Term, then in such event, 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 affidavits 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, no later than six (6) months prior to expiration of the Lease or any renewal or extension thereof or any closing, terminating, or is subject transfer of operations of the Tenant’s operations, the Tenant shall, at the Tenant’s own expense, obtain a letter of nonapplicability or de minimis quantity exemption from the Element prior to termination of the Term and shall promptly provide the Tenant’s submission and the Element’s exception letter to the Landlord. Should the Tenant not obtain a letter of nonapplicability or de minimis quantity exemption from the Element, then the Tenant shall, at the Landlord’s option, hire a consultant satisfactory to the Landlord to undertake investigation at the Premises sufficient to determine whether or 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 borne by the Tenant. G. If the Tenant fails to obtain either: (i) a nonapplicability letter; (ii) a de minimis quantity exemption; (iii) a negative declaration; or (iv) final approval of cleanup; (collectively referred to as “ISRA Clearance”) from the 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 shall not involve in any Governmental Authority relating toway 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, such Releaseobtains 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, 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 consultants and engineers, access to the Premises on reasonable advance notice to the Tenant, except in emergencies, for the purposes of environmental inspections and sampling during regular business hours, or during other hours either by agreement of the commencement parties or overt threat in the event of any judicial 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 administrative proceeding alleging a material violation 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 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 Environmental Laws. (b) If area of the Administrative Agent at any time has a reasonable basis to believe Premises that there may 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 a violation of any Environmental Law by, or responsible for any liability arising thereunder of, resulting from environmental conditions caused by or the Borrower responsibility of the Landlord or any of its Restricted Subsidiaries the Landlord’s agents, servants, employees, contractors or related to any real property ownedinvitees or if pre-existing the commencement of this Lease. M. The Tenant shall promptly supply the Landlord with copies of all notices, leased or operated reports, correspondence and submissions made by the Borrower Tenant to EPA, NJDEP, the United States Occupational Safety and Health Administration or any other local, state or federal authority which requires submissions of its Restricted Subsidiariesany information concerning environmental matters or hazardous wastes or substances pursuant to laws including but not limited to the New Jersey Spill Compensation and Control Act, which violation or liability could reasonably be expected N.J.S.A. 58:10-23.11 et seq. and the regulations promulgated thereunder (the “Spill Act”), the Worker and Community Right to have a Materially Adverse EffectKnow Act, then N.J.S.A. 34:5A-1 et seq. and the Borrower shallregulations promulgated thereunder, upon written request from the Administrative AgentHazardous Substance Discharge Reports and Notices Act, 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.N.J.

Environmental Compliance. (a) The operations of Borrower willand, and will cause each of to the Borrower's knowledge, its Restricted Subsidiaries to, tenants comply with all applicable Environmental Laws other than such non-compliance the consequences of which in the aggregate would not give rise to any Environmental Liabilities and Costs that are reasonably likely to have a Material Adverse Effect. (b) Borrower has obtained all environmental, health and safety Permits necessary for its operations, and all such Permits are in good standing and Borrower is in compliance with the terms and conditions of such Permits other than such failures to obtain, lack of good standing and non-compliance the consequences of which in the aggregate would give rise to any Environmental Liabilities and Costs that are not reasonably likely to have a Material Adverse Effect. (c) Borrower does not currently, and has not previously owned or leased real property or operations subject to any threatened or outstanding order or judgment from, or consent decree or similar agreement in response thereto with, any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding respecting (i) Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities and Costs arising from a Release or threatened Release, other than those the consequences of which in the aggregate would give rise to any Environmental Liabilities and Costs that are not reasonably likely to have a Material Adverse Effect. (d) There are no conditions or circumstances associated with the currently or previously owned or leased Real Property or operations of Borrower or to Borrower's knowledge, their respective tenants, which would give rise to any Environmental Liabilities and Costs other than those which in the aggregate are not reasonably likely to have a Material Adverse Effect. (e) Borrower does not own or operate a treatment or storage facility, but does own a disposal facility, requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C.Section 6901 et seq., the regulations thereunder or any state analog. Pursuant to undertakings by USX Corporation, Borrower is in compliance with all applicable financial responsibility requirements of all Environmental Laws, including, without limitation, all applicable Environmental Laws those contained in jurisdictions in which the 40 C.F.R., parts 264 and 265, subpart H, and any state equivalents. (f) Borrower or has not failed to file any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, notice required under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental LawLaw reporting a Release, if such release could reasonably be expected the consequences of which in the aggregate would give rise to Environmental Liabilities and Costs that would have a Materially Material Adverse Effect. 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 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, 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 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. (bg) If the Administrative Agent at any time No Environmental Lien and, to Borrower's knowledge, no unrecorded Environmental Lien 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 attached to any real property owned, leased or operated by Borrower, except as permitted by Section 9.8(f) hereof. (h) There is not now on or in the property owned, leased or operated by Borrower (i) any underground storage tanks or surface impoundments, (ii) any polychlorinated biphenyls ("PCBs'") used in electrical or other equipment, or (iii) to the knowledge of Borrower, any asbestos-containing material, the existence of any of its Restricted Subsidiaries, which violation or liability could is reasonably be expected likely to have a Materially Material 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 Borrower will, and will cause each of its Restricted Subsidiaries to, comply is in compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of governing its Restricted 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 propertybusiness, except where to the extent that any such failure to so comply could (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Materially 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 Restricted Subsidiaries shall cause has received written notice, or allow the release otherwise knows, that it is in any respect in noncompliance with, breach of Hazardous Materialsor default under any applicable writ, solid waste order, judgment, injunction, or other wastes on, under or decree to any Real Property in which the Borrower or such Restricted Subsidiary holds is a party or that would affect the ability of the Borrower or such Subsidiary to operate any interest real property and no event has occurred and is continuing that, with the passage of time or performs any the giving of its operationsnotice 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 violation the aggregate, have a Material Adverse Effect. There are no claims under any Environmental Law pending or, to the best knowledge of any applicable Environmental Lawthe Borrower, if such release could threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofThere are no facts, of circumstances, conditions or occurrences on any Environmental Claim which the Borrower receives involving any potential real property now 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted 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, which violation occupancy, use or liability could transferability of such real property under any Environmental Law, except in each such case where such claims or 165778087 restrictions individually or in the aggregate would not reasonably be expected to have a Materially Material 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 Borrower willParent Guarantor shall, and will shall cause each of its Restricted Subsidiaries to, comply : (a) Keep and maintain all Real Estate Assets in compliance with all applicable Environmental Laws, including, without limitation, all applicable any Environmental Laws except to the extent such noncompliance could not reasonably be expected to have, individually or in jurisdictions in which the Borrower or any aggregate, a Material Adverse Effect; (b) Promptly (i) cause the removal of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous MaterialsMaterials Released in, on or holds under any interest Real Estate Assets that are in real propertyviolation of any Environmental Laws and which could be reasonably expected to result in a Material Adverse Effect, and (ii) cause any remediation required by any Environmental Laws or Governmental Authority to be performed, except where the failure to so comply cause such removal or remediation with respect to any Real Estate Assets could not reasonably be expected to have have, individually or in the aggregate, a Materially Material Adverse Effect; provided, that no such action shall be required if any action is subject to a Good Faith Contest. Neither In the course of carrying out such actions, the Borrower nor any shall provide Administrative Agent with such periodic information and notices regarding the status of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materialsinvestigation, solid waste or other wastes onremoval, under or to any Real Property in which and remediation, as Administrative Agent may reasonably require; provided, the Borrower or shall not be required to provide such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release information and notices where doing so could reasonably be expected to have void any privilege attached to such information or notices; and (c) Promptly advise Administrative Agent in writing of any of the following: (i) any Environmental Claims known to the Parent Guarantor and its Subsidiaries that could be reasonably expected to result in a Materially Material Adverse Effect. The ; (ii) the receipt of any notice of any alleged violation of Environmental Laws with respect to any Real Estate Assets (and the Borrower shall notify 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 Lenders Hazardous Materials alleged therein LA\4027402.11 LA\4027402.11 were not promptly after its receipt remediated), would result in a breach of notice thereof, subsections (a) or (b) above; and (iii) the discovery of any Environmental Claim which the Borrower receives involving occurrence or condition on any potential or actual material liability of the Borrower Real Estate Assets that could cause such Real Estate Assets or any part thereof to be in violation of its Restricted Subsidiaries arising clauses (a) or, if not promptly remediated, (b) above. If Administrative Agent, Issuing Lender and/or any Lender shall be joined in any legal proceedings or actions initiated 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 MaterialsClaims, into the environment in violation of applicable Environmental Law. The Borrower each Credit Party shall promptly notify the Lenders (i) of any material Release of Hazardous Material onindemnify, under or 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 Releasedefend, and (ii) of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental Lawshold harmless such Person in accordance with Section 10.3. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, and its Subsidiaries will cause each of its Restricted Subsidiaries to, comply in all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in all jurisdictions in which any of them operates now or in the future, and the Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower's or its Subsidiaries' business, properties and assets. (b) If the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to (i) receive notice that any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in material violation of any applicable Environmental Law, if such release could reasonably Law may have been committed or is about to be expected to have a Materially Adverse Effect. 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 committed by the Borrower or any of its Restricted Subsidiaries arising in connection with Subsidiaries, (ii) receive notice that any noncompliance with administrative or violation of the requirements of any Environmental Law judicial complaint or a material Release order has been filed 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 is about to be filed against the Borrower or any of its Restricted Subsidiaries holds alleging a material violation of any Environmental Law requiring the Borrower or has held an interestany of its Subsidiaries to take any action in connection with the release of Hazardous Materials into the environment, upon the Borrower’s learning thereof by receipt of (iii) receive any notice from a federal, state or local government agency or private party alleging that the Borrower or any of its Restricted Subsidiaries is or may be 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 Person as a result of such Release or that the Borrower or such Restricted Subsidiary has been identified as potentially responsible fordamages caused thereby, or is subject to investigation by any Governmental Authority relating to, such Release, and (iiiv) of the commencement or overt threat become aware of any judicial investigative action or administrative proceeding alleging proceedings by 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, governmental agency or any liability arising thereunder of, authority commenced or threatened against the Borrower or any of its Restricted Subsidiaries regarding any potential violation of Environmental Laws or related to any real property ownedspill, leased release, discharge or operated disposal of any Hazardous Material or (v) notify any governmental agency or authority regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from shall promptly notify the Administrative Agent, Lender thereof (and shall provide the Administrative Agent Lender with a copy of any such reportsnotice) and of any action being or proposed to be taken with respect thereto, certificatesand thereafter shall continue to furnish to the Lender all further notices, engineering studies demands, reports and other information regarding the foregoing. (c) Within fifteen (15) days after the Borrower or other written any of its Subsidiaries have learned of the enactment or promulgation of any Environmental Law which may result in any material adverse change in the condition, financial or data as otherwise, of the Administrative Agent reasonably may require so as to reasonably satisfy the Administrative Agent that Borrower or any Subsidiary, the Borrower or such Restricted Subsidiary shall provide the Lender with notice thereof. (d) No later than thirty (30) days following the end of each calendar year, the Borrower shall deliver to the Lender a written report, in a form and with such specificity as is satisfactory to the Lender, describing the status of any pending environmental matters described in material compliance with all applicable Environmental LawsEXHIBIT C attached hereto or subsequently reported to the Lender pursuant to this Section 5.11.

Environmental Compliance. Except as could not, in the aggregate, be reasonably expected to have a Material Adverse Effect: (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply the Real Properties of the Borrower and all operations at such Real Properties are in compliance with all applicable Environmental Laws, there is no violation of any Environmental Law with respect to such Real Properties or the Businesses, and there are no conditions relating to such Real Properties or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Law; (b) none of the Real Properties of the Borrower contains, or has previously contained, any Hazardous Materials at, on or under such Real Properties in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws; (c) the Borrower has not received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of its Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (d) Hazardous Materials have not been transported or disposed of from the Real Properties of the Borrower, or generated, treated, stored or disposed of at, on or under any of such Real Properties or any other location, in each case by or on behalf of the Borrower in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (e) no judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, the Real Properties or the Businesses; and (f) there has been no release, or threat of release, of Hazardous Materials at or from the Real Properties of the Borrower, or arising from or related to the operations (including, without limitation, all applicable Environmental Laws in jurisdictions in which disposal) of the Borrower in connection with such Real Properties or any of its Restricted 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 otherwise in real property, except where connection with the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operationsBusinesses, in violation of any applicable Environmental Law, if such release or in amounts or in a manner that could reasonably be expected to have a Materially Adverse Effect. 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 give rise to 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, 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, CBI and will cause each of its Restricted Subsidiaries toSubsidiaries, comply operations and Properties are in material compliance with all applicable Environmental Laws. CBI is not aware of, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower nor has CBI or any of its Restricted Subsidiaries owns or operates a facility or sitereceived notice of, arranges for disposal or treatment of Hazardous Materialsany past, accepts for transport any Hazardous Materialspresent, or holds any interest in real propertyfuture conditions, except where events, activities, practices or incidents that may interfere with or prevent the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any material compliance of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 CBI 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, 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 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 all Environmental Laws. (b) If CBI and each of its Subsidiaries have obtained all permits, licenses and authorizations that are required by it under all Environmental Laws, all such permits are in full force and effect, there exists no basis for revocation or suspension of the Administrative Agent at permits, and the permits will not be affected by the transactions contemplated herein. (c) No Hazardous Materials exist on, about or within any time of the Properties, nor to the Knowledge of CBI has a reasonable basis 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 believe the environment. The use that there may be a violation 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 Environmental Law byHazardous 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. Neither CBI nor any of its Subsidiaries have any liability arising thereunder offor remedial action under any Environmental Law. Neither CBI nor any of its Subsidiaries received any request for information by any Governmental Entity with respect to the condition, use or operation of any of the Borrower Properties nor has CBI or any of its Restricted Subsidiaries received any notice of any kind from any Governmental Entity or related other Person with respect to any real 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 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 property owned, leased or facility owned or operated by the Borrower CBI or any of its Restricted Subsidiaries: (i) under or above-ground storage tanks, which violation (ii) asbestos containing material in any form or liability could reasonably be expected condition, (iii) materials or equipment containing polychlorinated biphenyls or urea formaldehyde, or (iv) landfills, surface impoundments, or disposal areas. (g) None of the properties currently owned or operated by CBI or any of its Subsidiaries is encumbered by a Lien arising or imposed under any 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 have a Materially Adverse Effect, then any of the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reports, certificates, engineering studies so-called “transaction-triggered” 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 “responsible property transfer” Environmental Laws. (i) Neither CBI nor any of its Subsidiaries, either expressly or by operation of law, has assumed or undertaken any obligation, including any obligation for remedial action, of any other Person under any Environmental Law. (j) CBI has provided FFIN with copies of reports in its possession discussing the environmental condition of any Property and any violations of Environmental Law relating to any Property.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower Seller nor any of its Restricted Subsidiaries shall cause past owned or allow leased real properties or operations, are subject to or the release of Hazardous Materialssubject of, solid waste any proceeding, order, settlement, or other wastes oncontract or agreement arising under any environmental laws, rules or regulations, nor has any investigation been commenced or is any proceeding threatened against the Seller under any environmental laws, rules or regulations with regard to the Seller's business activities. The Seller has not received any Real Property in which the Borrower written notice, report or such Restricted Subsidiary holds other written information regarding any interest actual or performs any of its operations, in alleged violation of any applicable Environmental Lawenvironmental laws, if rules or regulations, or any liabilities or potential liabilities, including any investigatory remedial or corrective obligations, relating to the Seller's business activities or the real properties owned or operated by the Seller and arising under any environmental laws, rules or regulations. None of the following exists, nor has ever existed, at any real property previously owned or operated by the Seller in connection with the Business in a manner requiring remediation under environmental laws, rules or regulations: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls or (4) landfills, surface impoundments or disposal areas. The Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, or owned or operated any real property (and no such release real property is contaminated by any such substance) in a manner that has given or could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential give rise to onsite 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, 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 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 offsite liabilities pursuant to any Person as a result of such Release environmental laws, rules or that the Borrower regulations, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damage 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 byattorney fees, or any liability arising thereunder ofinvestigative, corrective or remedial obligations. The Seller has provided Buyer with correct and complete copies of all reports and studies within the Borrower possession or control of the Seller with respect to past or present environmental conditions or events at any of its Restricted Subsidiaries real properties presently or related to any real property owned, leased previously owned or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then Seller in connection with 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 LawsBusiness.

Environmental Compliance. (a) The Except as specifically disclosed in SCHEDULE 5.09, the on-going operations of the Borrower will, and will cause each of its Restricted Subsidiaries to, comply in all respects with all applicable Environmental Laws, includingexcept such noncompliance which would not (if enforced in accordance with applicable law) result in aggregate liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) in excess of the Threshold Amount. (b) Except as specifically disclosed in SCHEDULE 5.09, without limitationthe Borrower and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations ("ENVIRONMENTAL PERMITS"), all applicable such Environmental Laws Permits are in jurisdictions good standing, and the Borrower and each of its Subsidiaries are in which compliance with all material terms and conditions of such Environmental Permits. (c) Except as specifically disclosed in SCHEDULE 5.09, none of the Borrower, any of its Subsidiaries or any of their respective present property or operations is subject to any outstanding written order from or agreement with any Governmental Authority, nor subject to (i) any judicial or docketed administrative proceeding respecting any Environmental Law, Environmental Claim or Hazardous Material or (ii) any claim, proceeding or written notice from any Person regarding any Environmental Liability. (d) Except as specifically disclosed in SCHEDULE 5.09, there are no Hazardous Materials or other conditions or circumstances existing with respect to any property of the Borrower or any Subsidiary, or arising from operations prior to the Closing Date, of the Borrower or any of its Restricted 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 where the failure to so comply could not that would reasonably be expected to have a Materially Adverse Effectgive rise to aggregate Environmental Liabilities (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) for all such conditions, circumstances and properties in excess of the Threshold Amount. Neither In addition, to the Borrower's knowledge, (i) neither the Borrower nor any of its Restricted Subsidiaries shall cause Subsidiary owns or allow the release operates underground storage tanks that (x) are not properly registered or permitted under applicable Environmental Laws or (y) are leaking or disposing of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operationsMaterials offsite which, in violation of any applicable Environmental Lawsuch case, if such release could reasonably be expected to have a Materially Material Adverse Effect. 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 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, 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 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 Borrower and its Subsidiaries have met all material violation of any notification requirements under all 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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. Subtenant acknowledges the receipt of the Limited Site Assessment by General Engineering Laboratories dated January 20, 1997 (a"Environmental Report") The Borrower willand further acknowledges that Subtenant has been given the opportunity to conduct its own environmental assessment. Tenant hereby represents and warrants to Subtenant that, and will cause each to the best of its Restricted Subsidiaries toknowledge, comply with all applicable except as set forth and disclosed in the Environmental LawsReport, includingthere are no Hazardous Materials on, without limitation, all applicable Environmental Laws in jurisdictions in which or about the Borrower or Demised Premises. It is the express intent of Subtenant and Tenant that Subtenant should not be responsible for any contamination of its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of the Demised Premises by Hazardous Materials, accepts for transport any including contamination from Hazardous MaterialsMaterials on, in or holds any interest in real propertyunder the soils or groundwater of the Demised Premises, except where arising or present on or before Commencement Date which are not introduced by Subtenant during the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any exercise of its Restricted Subsidiaries early access rights hereunder and that thereafter Subtenant's liability shall cause or allow the release be limited to any contamination of Hazardous Materials, solid waste or other wastes Materials on, in or under the soils or to groundwater of the Demised Premises after the Commencement Date resulting from the introduction or use of Hazardous Materials on the Demised Premises after the Commencement Date by any Real Property in which person or entity other than Tenant or Landlord or their respective agents, employees or contractors. Similarly, it is the Borrower or such Restricted Subsidiary holds express intent of Tenant and Subtenant that Tenant shall not be liable for any interest or performs any of its operationscontamination, including contamination from Hazardous Materials on, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify or under the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential soils or actual material liability groundwater of the Borrower Demised Premises, resulting from Subtenant's introduction or any use of its Restricted Subsidiaries arising in connection Hazardous Materials on the Demised Premises. Tenant (and not Subtenant) shall be responsible to Landlord for compliance with any noncompliance with or violation the terms of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into Lease regarding the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release existence of Hazardous Material onMaterials and any required removal, monitoring or remediation under or 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 applicable laws as a result of such Release Hazardous Materials present on the Demised Premises prior to the Commencement Date, except for any Hazardous Materials first introduced by Subtenant on the Demised Premises during Subtenant's early access period as provided above. The provisions of this Sublease to the contrary notwithstanding, Tenant and Subtenant agree that Tenant shall not be responsible to Subtenant for the removal of the asbestos containing adhesive which secures the floor tile or that asbestos containing materials in the Borrower roof unless (a) said removal is ordered by a Governmental entity having the authority to order said removal or such Restricted Subsidiary has been identified as potentially responsible for, or removal is subject to investigation required by any Governmental Authority relating to, such ReleaseLandlord under the terms of the Lease, and (ii) of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental Laws. (b) If said removal is not required as a result of modifications to the Administrative Agent at Demised Premises being undertaken by Subtenant. Tenant covenants and agrees to indemnify, defend and hold Subtenant harmless from any time has a and all claims, judgments, damages, penalties, fines, causes, liabilities or losses, (including reasonable basis to believe that there may be a violation of any Environmental Law by, or any liability arising thereunder attorneys' fees and all other out-of, the Borrower or any of its Restricted Subsidiaries -pocket expenses) resulting from or related to the introduction, use, presence or existence of any real property ownedHazardous Materials on the Demised Premises before the Commencement Date, leased except for any Hazardous Materials first introduced by Subtenant on the Demised Premises during Subtenant's early access period provided above. Subtenant covenants and agrees to indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, causes, liabilities or operated losses, (including reasonable attorneys' fees and all other out-of-pocket expenses) resulting from or related to the introduction or use of Hazardous Materials on the Demised Premises after the Commencement Date or resulting from or related to the presence or existence of Hazardous Materials on the Demised Premises first introduced on the Demised Premises after the Commencement Date, except to the extent due to the acts or omissions of Tenant or Landlord or their respective agents, contractors or employees. The above notwithstanding, no allegations by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Subtenant alleging non-compliance with all applicable Environmental Laws.this Section shall allow Subtenant to withhold any Rent or otherwise release Subtenant of any obligation under this Sublease and shall not be considered an event of default under this Sublease

Environmental Compliance. (a) The Borrower willAcquired Companies are and have been following May 28, and will cause each of its Restricted Subsidiaries to, comply 2010 in compliance with all applicable Environmental LawsRequirements (which compliance includes, includingbut is not limited to, without limitation, the possession by Acquired Companies of all permits and other governmental authorizations required under applicable Environmental Laws in jurisdictions in which Requirements, and compliance with the Borrower or any of its Restricted 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 propertyterms and conditions thereof), except where the failure to so comply be in compliance would not reasonably be expected to result in a Material Adverse Effect. None of the Acquired Companies has following May 28, 2010 received any written communication from a Governmental Authority or Person alleging that any Acquired Company has violated or has liability under Environmental Requirements, which remains outstanding or unresolved and which could reasonably be expected to result in a Material Adverse Effect. (b) The Acquired Companies are not subject to any pending, or to the Company’s Knowledge, threatened complaints, claims, investigations, suits, administrative proceedings, judgments, orders or decrees arising under Environmental Requirements, which could reasonably be expected to result in any Acquired Company incurring material liability under Environmental Requirements. (c) The Company has made available to Parent and Merger Sub copies of all material environmental reports assessments, audits and investigations relating to any property currently owned, leased or operated by the Acquired Companies and copies of all material non-privileged documents related to any of the Acquired Company’s material and outstanding liabilities under Environmental Requirements in the Company’s possession, custody or reasonable control. (d) Except with respect to conditions that would not reasonably be expected to have a Materially Material Adverse Effect. Neither the Borrower nor , no condition exists on any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 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 currently owned, leased or operated by the Borrower Acquired Companies, or, to the Company’s Knowledge, any property formerly owned, leased or operated by the Acquired Companies, for which there is any obligation on the part of its Restricted Subsidiariesthe Acquired Companies under Environmental Requirements to perform or fund any investigation, which violation corrective or liability could reasonably be expected to have a 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 Lawsremedial action.

Environmental Compliance. (ai) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 Except where the failure to so comply 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 the Company will be in compliance with all Environmental Laws applicable to it and to the Business or its assets. 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 for any non-compliance or failure to obtain such Permits which could not reasonably be expected to have a Materially Material Adverse Effect. Neither the Borrower nor The Company has submitted timely and complete applications to renew any of its Restricted Subsidiaries shall cause expired or allow the release of Hazardous Materials, solid waste or other wastes on, under or expiring Permits required pursuant to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if except for any non-compliance or failure to obtain such release Permits which could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify All reports, documents, or other submissions required by Environmental Laws to be submitted by the Lenders promptly after its receipt Company to any Governmental Authority or Person have been filed by the Company, except where the failure to do so would not present a reasonable likelihood of notice thereof, of having a Material Adverse Effect. (a) There is no Hazardous Substance present at any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower real property currently owned or leased by the Company, 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, 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 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 Heritage except to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability extent that such presence could not reasonably be expected to have a Materially Material Adverse Effect, then and (b) to the Borrower shallknowledge of the Company, upon written request any of its Subsidiaries or Heritage, there was no Hazardous Substance present at any of the real property formerly owned or leased by the Company, any of its Subsidiaries or Heritage during the period of ownership or leasing by the Company, any of its Subsidiaries or Heritage except to the extent that such presence could not be reasonably expected to have a Material Adverse Effect; 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 of its Subsidiaries or Heritage, threatened release of a Hazardous Substance, or (y) any discharge or, to the knowledge of the Company, any of its Subsidiaries or Heritage, 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, except to the extent that such release or discharge could not reasonably be expected to have a Material Adverse Effect. (iii) None of the Company, any of its Subsidiaries or Heritage 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 analogous state statute other than any such liabilities that could 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 Administrative Agentuse, provide spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by the Administrative Agent Company, any of its Subsidiaries or Heritage, and (b) to the knowledge of the Company, any of its Subsidiaries or Heritage, 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 reportsPerson. (a) There are no underground storage tanks, certificatesasbestos-containing materials, engineering studies polychlorinated biphenyls, or other written material urea formaldehyde insulation at any of the real property currently owned or data as leased by the Administrative Agent reasonably may require so as Company, any of its Subsidiaries or Heritage in violation of any Environmental Law, and (b) to reasonably satisfy the Administrative Agent that knowledge of the Borrower Company, any of its Subsidiaries or Heritage, 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 Restricted Subsidiary real property by such Person. (vi) As of the date hereof, any propane is stored, used and handled by the Company and the Subsidiaries of the Company in material compliance with all applicable Environmental LawsLaws except for any storage, use or handling of propane that could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (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 the Borrower is in compliance with all Environmental Laws applicable to it and to the Business or Assets. The Borrower and each Subsidiary of the Borrower is in compliance with all franchises, (a) The Borrower will, and will cause each There is no Hazardous Substance present at any of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the real property currently owned or leased by the Borrower or any of its Restricted the 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, the Borrower except where to the failure to so comply extent that such presence could not reasonably be expected to have a Materially Material Adverse Effect. , and (b) to the knowledge of the Borrower, there was no Hazardous Substance present at any of the real property formerly owned or 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 release, or 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 nor any of its Restricted the Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower has disposed of, transported, or such Restricted Subsidiary holds any interest arranged for the transportation or performs any of its operations, in violation disposal of any applicable Environmental LawHazardous Substance where such disposal, if transportation, or arrangement would give rise to liability pursuant to CERCLA or any analogous state statute other than any such release liabilities that could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify . (iv) Except as disclosed to the Lenders promptly after its receipt of notice thereofBanks in writing, of 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, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (ia) of any material Release of Hazardous Material on, under or 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 no Lien has been identified as potentially responsible for, or is subject to investigation asserted by any Governmental Authority relating toor person resulting from the use, such Releasespill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by Heritage or the Borrower, and (iib) to the knowledge of the commencement Borrower, no such Lien was asserted with respect to any of the real property formerly owned or overt threat 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 judicial of the real property currently owned or administrative proceeding alleging a material leased by the Borrower in violation of any Environmental Laws. Law, and (b) If to the Administrative Agent knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any time has a reasonable basis to believe that there may be a of the real property formerly owned or leased by Heritage in violation of any Environmental Law by, during the period of ownership or any liability arising thereunder of, the Borrower or any leasing of its Restricted Subsidiaries or related to any such real property ownedby such Person. (vi) As of the date hereof, leased or operated 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 any handling of its Restricted Subsidiaries, which violation or liability propane that could not reasonably be expected to have a Materially Material 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 Borrower willwill remedy, and will cause each Subsidiary to remedy, any and all failures of its Restricted Subsidiaries to, Borrower or any such Subsidiary to comply with all Environmental Laws in a timely manner, but in any event within any time period required by any applicable Environmental Lawsgovernmental authority, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted Subsidiaries Subsidiary owns or operates a facility or siteproperty, operates, arranges for disposal or treatment of Hazardous Materialshazardous substances, solid waste or other wastes, accepts for transport any Hazardous Materialshazardous substances, solid waste or other wastes or holds any interest in real propertyproperty or otherwise, except where the failure to so comply noncompliance with which could not reasonably be expected to have a Materially Material Adverse Effect. Neither The Borrower will furnish to the Banks promptly after receipt thereof a copy of any notice the Borrower nor or any 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 filed or is threatened against the Borrower or such Subsidiary, any real property in which the Borrower or such Subsidiary holds any interest or any past or present operation of its Restricted Subsidiaries shall cause the Borrower or such Subsidiary and such litigation or proceeding could reasonably be expected to have a Material Adverse Effect. The Borrower will not, and will not knowingly allow the any other Person to, store, release or dispose of Hazardous Materialshazardous waste, solid waste or other wastes on, under or to any Real Property real property in which the Borrower or such Restricted Subsidiary holds any direct or indirect interest or performs any of its operations, in violation of any applicable Environmental Law. As used in this subsection “litigation or proceeding” means any demand, if such release could reasonably be expected to have a Materially Adverse Effectclaim, notice, 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 notify defend, indemnify and hold harmless the Lenders promptly after its receipt Banks against all costs, expenses, claims, damages, penalties and liabilities of notice thereof, every kind or nature whatsoever (including attorneys’ fees) arising out of any Environmental Claim which or resulting from the Borrower receives involving any potential or actual material liability noncompliance of the Borrower or any of its Restricted Subsidiaries arising in connection 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 or violation of the requirements of 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 material Release basis of a claim of Lien or threatened Release levy of any Hazardous Materialsexecution, into against either the environment in violation Borrower’s general assets or the general assets 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 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 LawsSubsidiaries. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower willEach NICC Entity has obtained all permits, licenses and will cause each other authorizations which are required with respect to the operation of its Restricted Subsidiaries tothe NICC Entities as presently conducted under any Law relating to pollution or protection of human health or the environment, comply with all applicable Environmental Lawsincluding 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 the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. ss. 300.5) into the environment (including, without limitation, all applicable Environmental Laws in jurisdictions in which ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the Borrower manufacture, processing, distribution, use, treatment, storage, disposal, transport or any handling of its Restricted Subsidiaries owns Air Pollutants, Hazardous Substances, Oils, Pollutants 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 propertyContaminants (the "ENVIRONMENTAL LAWS"), except where failures to have obtained such permits, licenses and other authorizations as would not, individually or in the failure to so comply could not aggregate, have or reasonably be expected to have a Materially Adverse Effect. Neither material adverse effect on the Borrower nor any NICC Entities. (b) The Business as presently conducted is in compliance with all terms and conditions of its Restricted Subsidiaries shall cause the permits, licenses and authorizations required by the Environmental Laws, and is now and has always been in compliance with all Environmental Laws, except for such noncompliance which would not, individually or allow in the release of Hazardous Materialsaggregate, solid waste have or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effectmaterial adverse effect on the NICC Entities. The Borrower shall notify There is no civil, criminal or administrative action, suit, demand, notice of violation, investigation known to Nestle or NICC, proceeding, notice or demand letter pending relating to the Lenders promptly after its receipt of notice thereof, property or business of any Environmental Claim which NICC Entity or, to the Borrower receives involving any potential knowledge of Nestle and NICC, threatened against the business 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 property of any NICC Entity under Environmental Law Laws that would, individually or a material Release in the aggregate, have 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effectmaterial adverse effect on the NICC Entities. (c) Except as would not, then individually or in the Borrower shallaggregate, upon written request 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 the Administrative Agent, provide the Administrative Agent any Governmental Authority or private or public entity or individual requesting information pursuant to Environmental Laws in connection 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 advising it that the Borrower or such Restricted Subsidiary it is in material non-compliance with all 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. (a) The Borrower willExcept where Parent, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted Subsidiaries owns would have an indemnity claim against Mondelēz International Inc. (successor to Kraft Foods, Inc.) 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 where the failure to so comply or related circumstance described below could not not, either individually or in the aggregate, reasonably be expected to have a Materially Material Adverse Effect. Neither : (a) Each of the Borrower nor any of its Restricted Subsidiaries shall cause or allow Real Properties and all operations at the release of Hazardous MaterialsReal Properties are and, solid waste or other wastes onfor the past three years, under or to any Real Property have been in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operationscompliance with all applicable Environmental Laws and permits, in there is no violation of any applicable Environmental LawLaw or permit with respect to the Real Properties or the businesses of Parent, if such release the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of give rise to liability under 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, 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 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 None of the Administrative Agent at Real Properties contains, or to the Borrower’s knowledge has previously contained, any time has a reasonable basis to believe Hazardous Materials at, on or under the Real Properties in amounts or concentrations that there may be constitute or constituted a violation of any Environmental Law byof, or any could reasonably be expected to give rise to liability arising thereunder ofunder, Environmental Laws and none of the properties currently or formerly owned or operated by Parent, the Borrower or any of its Restricted Subsidiaries is listed or related to any real property owned, leased or operated by proposed for listing on the Borrower or NPL. (c) Neither Parent nor any of its Restricted SubsidiariesSubsidiaries is undertaking, which and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither Parent nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or liability in a manner that could reasonably be expected to have a Materially Adverse Effectgive rise to liability under, then any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the Borrower shallbest knowledge of the Responsible Officers of the Borrower, upon written request from the Administrative Agentthreatened, 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 under any Environmental Law to reasonably satisfy the Administrative Agent that which the Borrower or such Restricted any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to Parent, the Borrower or any Subsidiary, the Real Properties, or the businesses of Parent, the Borrower and its Subsidiaries. (f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including disposal) of Parent, the Borrower or any Subsidiary in material compliance connection with all applicable the Real Properties or otherwise in connection with the businesses of Parent, the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. (a) The Each Borrower willshall, and will shall cause each of its Restricted Subsidiaries toSubsidiaries, comply 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, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under Environmental Permits or to any Real Property in which the Borrower material Release or such Restricted Subsidiary holds any interest or performs any a substantial threat of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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 Materialsa Contaminant, into and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the environment in violation generality of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material onforegoing, under or from the Real Property in which the Borrower whenever Administrative Agent 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 Lender has a reasonable basis to believe that there may be a violation Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of any Environmental Law bya Borrower or its Subsidiaries, or any liability arising thereunder ofproperty 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 that any non-compliance, contamination or order or decree could reasonably be anticipated to have a Material Adverse Effect, then, 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 site where the alleged or actual non-compliance or contamination has occurred and prepare and deliver to Administrative Agent, the Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of 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 estimated costs thereof, shall materially change. Notwithstanding the above, such Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or remediation at any Offsite Property that (a) is not owned or operated by such Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated and (b) where Contaminants generated by the persons other than such Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably Subsidiaries have also come to be expected to have a 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 Lawslocated.

Environmental Compliance. (ai) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 Except where the failure to so comply be in compliance could not present a reasonable likelihood of having a Material Adverse Effect, as of the date hereof the Borrower is in compliance with all Environmental Laws applicable 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 for any non-compliance or failure to obtain such Permits which could not reasonably be expected to have a Materially Material Adverse Effect. Neither the The Borrower nor has caused Heritage to submit timely and complete applications to renew any of its Restricted Subsidiaries shall cause expired or allow the release of Hazardous Materials, solid waste or other wastes on, under or expiring Permits required pursuant to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if except for any non-compliance or failure to obtain such release permits which could not reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofAll reports, of any documents, or other submissions required by Environmental Claim which Laws to be submitted by 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, 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 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 toor Person have been filed by or on behalf of the Borrower, such Release, and except where the failure to do so would not present a reasonable likelihood of having a Material Adverse Effect. (ii) There is no Hazardous Substance present at any 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 owned, currently owned or leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability except to the extent that such presence could not reasonably be expected to have a Materially Material Adverse Effect, then and (b) to the knowledge of the Borrower, there was no Hazardous Substance present at any of the real property formerly owned or leased by Borrower 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 release, or 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) The Borrower has not 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 analogous state statute other than any such liabilities that 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 shallin violation of any Environmental Law, upon written request from and (b) to the Administrative Agentknowledge of the Borrower, provide there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the Administrative Agent with real property formerly owned or leased by Heritage in violation of any Environmental Law during the period of ownership or leasing of such reportsreal property by such Person. (vi) As of the date hereof, certificatesany propane is stored, engineering studies or other written material or data as the Administrative Agent reasonably may require so as to reasonably satisfy the Administrative Agent that used and handled by the Borrower or such Restricted Subsidiary is in material compliance with all applicable Environmental LawsLaws except for any storage, use or handling of propane that could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance.  (a) The Borrower willshall and shall cause each other Obligor to:  (i) Comply with, and will cause each all operators, tenants, subtenants, licensees and occupants of its Restricted Subsidiaries toany Mortgage Property to comply with, comply with in all applicable Environmental Laws, including, without limitation, 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 jurisdictions in which all material respects all permits, licenses and approvals required by Environmental Laws;  (ii) At reasonable times, allow Lender and its officers, employees, agents, representatives, contractors and subcontractors reasonable access after reasonable prior notice to any Mortgage Property for the purposes of ascertaining compliance with Environmental Laws and site conditions, 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 its Restricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, at, on or holds under any interest in real propertyfacility or property now or previously owned, except where operated or leased by any Obligor that could form the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any basis of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materialssuch Environmental Claim, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental LawClaim, if such release adversely resolved, individually or in the aggregate, could reasonably be expected to have a Materially Material Adverse Effect). The Borrower shall notify  (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, at Lender’s request, provide or cause the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential applicable Obligor to provide to Lender an environmental inspection and audit report regarding alleged or actual material liability of the Borrower or any of its Restricted Subsidiaries arising in connection with any noncompliance with Environmental Laws prepared by an environmental engineer or violation of other qualified person reasonably acceptable to Lender at Borrower’s or other applicable Obligor’s expense. If such audit report indicates the requirements presence of any Hazardous Materials not in compliance with Environmental Law Laws in all material respects, or the threat of a material Release or threatened Release release of any Hazardous Materials, into on at or from any Mortgage Property or any other location controlled by Borrower or any other Obligor, the environment in violation of applicable Environmental Law. The Borrower Obligor shall promptly notify undertake and diligently pursue to completion all legally required investigative, containment, removal, clean-up and other remedial actions, using methods recommended by the Lenders 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 material Release of Hazardous Material on, under or from the Real Mortgage Property in which the Borrower or any other location controlled by any Obligor for the storage, treatment, generation, transportation, processing, handling, production or disposal of its Restricted Subsidiaries holds any Hazardous Materials 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 landfill or that the Borrower or such Restricted Subsidiary has been identified as potentially responsible forother waste disposal site, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) the presence of any Hazardous Materials or a release or the commencement or overt threat of any judicial or administrative proceeding alleging a material violation release of any Environmental Laws. Hazardous Materials on, at or from any Mortgage Property or any other location controlled by any Obligor, (biii) If the Administrative Agent failure to 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 a release or the threat of a release of any Hazardous Materials on, at or from any time has a reasonable basis Mortgage Property or any other location controlled by any Obligor, (iv) human exposure to believe that there may be any Hazardous Materials or nuisances of whatever kind to the extent the same arise from the condition of any Mortgage Property or any other location controlled by any Obligor, or the ownership, use, operation, sale, transfer or conveyance thereof, (v) 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 non-compliance with all any applicable Environmental Laws., or (vi) a material misrepresentation or inaccuracy in any representation or warranty, or a material breach of or failure to perform any covenant made by any Obligor or respecting any location controlled by any Obligor, in this 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, abridged, impaired or otherwise affected by (i) any amendment or modification of this Agreement or any other Loan Document by or for the benefit of any Obligor or any subsequent owner of any Mortgage Property except for an amendment 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 property encumbered by any mortgage or to any 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 environmental or ecological condition of any Mortgage Property, (viii) the sale, assignment or foreclosure of any interest in the Collateral or Real Estate Collateral, (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 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 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 this Section 4.15. 

Environmental Compliance. Borrower shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response. Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any non compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense: (a) The Borrower willcause 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 will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 an estimate 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, 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 Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning costs 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 provide to Lender a supplemental report of such engineer whenever the Administrative Agent at scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any time has material respect. Borrower shall indemnify and hold harmless Lender, 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 indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a reasonable basis to believe that there may be a violation Hazardous Material, including the costs of any Environmental Law byrequired or necessary repair, cleanup or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related other remedial work with respect to any real property ownedof Borrower and the preparation and implementation of any closure, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reports, certificates, engineering studies remedial or other written material or data as required plans. All representations, warranties, covenants and indemnifications in this Section shall survive the Administrative Agent reasonably may require so as to reasonably satisfy payment of the Administrative Agent that Obligations and the Borrower or such Restricted Subsidiary is in material compliance with all applicable Environmental Lawstermination of this Agreement.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which Except where the Parent Borrower or any of its Restricted Subsidiaries owns would have an indemnity claim against Mondelēz International Inc. (successor to Kraft Foods, Inc.) 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 where the failure to so comply or related circumstance described below could not not, either individually or in the aggregate, reasonably be expected to have a Materially Material Adverse Effect. Neither : (a) Each of the Borrower nor any of its Restricted Subsidiaries shall cause or allow Real Properties and all operations at the release of Hazardous MaterialsReal Properties are and, solid waste or other wastes onfor the past three years, under or to any Real Property have been in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operationscompliance with all applicable Environmental Laws and permits, in there is no violation of any applicable Environmental LawLaw or permit with respect to the Real Properties or the businesses of the Parent Borrower and its Subsidiaries, if such release and there are no conditions relating to the Real Properties or the businesses that could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of give rise to liability under 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, 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 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 None of the Administrative Agent at Real Properties contains, or to the Parent Borrower’s knowledge has previously contained, any time has a reasonable basis to believe Hazardous Materials at, on or under the Real Properties in amounts or concentrations that there may be constitute or constituted a violation of any Environmental Law byof, or any could reasonably be expected to give rise to liability arising thereunder ofunder, Environmental Laws and none of the properties currently or formerly owned or operated by the Parent Borrower or any of its Restricted Subsidiaries is listed or related to any real property owned, leased or operated by proposed for listing on the NPL. (c) Neither the Parent Borrower or nor any of its Restricted SubsidiariesSubsidiaries is undertaking, which and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Parent Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the businesses, nor does any Responsible Officer of the Parent Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or liability in a manner that could reasonably be expected to have give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Parent Borrower, threatened, under any Environmental Law to which the Parent Borrower or any Subsidiary is or will be named as a Materially Adverse Effectparty, then nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Parent Borrower shallor any Subsidiary, upon written request the Real Properties, or the businesses of the Parent Borrower and its Subsidiaries. (f) There has been no release or threat of release of Hazardous Materials at or from the Administrative AgentReal Properties, provide or arising from or related to the Administrative Agent with such reports, certificates, engineering studies or other written material or data as operations (including disposal) of the Administrative Agent reasonably may require so as to reasonably satisfy the Administrative Agent that the Parent Borrower or such Restricted any Subsidiary is in material compliance connection with all applicable the Real Properties or otherwise in connection with the businesses of the Parent Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. (a) The Borrower willGuarantor will remedy, and will cause each Restricted Subsidiary to remedy, any and all failures of its Guarantor or any such Restricted Subsidiaries to, Subsidiary to comply with all Environmental Laws in a timely manner, but in any event within any time period required by any applicable Environmental Lawsgovernmental authority, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower Guarantor or any of its Restricted Subsidiaries Subsidiary owns or operates a facility or siteproperty, operates, arranges for disposal or treatment of Hazardous Materialshazardous substances, solid waste or other wastes, accepts for transport any Hazardous Materialshazardous substances, solid waste or other wastes or holds any interest in real propertyproperty or otherwise, except where the failure to so comply noncompliance with which could not reasonably be expected to have a Materially Material Adverse Effect. Neither The Guarantor will furnish to the Borrower nor Banks promptly after receipt thereof a copy of any notice the Guarantor or any Restricted 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 filed or is threatened against the Guarantor or such Restricted Subsidiary, any real property in which the Guarantor or such Restricted Subsidiary holds any interest or any past or present operation of its the Guarantor or such Restricted Subsidiaries shall cause Subsidiary and such litigation or proceeding could reasonably be expected to have a Material Adverse Effect. The Guarantor will not, and will not knowingly allow the any other Person to, store, release or dispose of Hazardous Materialshazardous waste, solid waste or other wastes on, under or to any Real Property real property in which the Borrower or such Restricted Subsidiary Guarantor holds any direct or indirect interest or performs any of its operations, in violation of any applicable Environmental Law. As used in this Section, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise. The Guarantor shall defend, indemnify and hold harmless the Banks against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of the Guarantor or any Restricted Subsidiary with any Environmental Law, if 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 release could reasonably be expected to have a Materially Adverse EffectEnvironmental Laws. The Borrower shall notify the Lenders promptly after its receipt In any case 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 Restricted Subsidiaries arising in connection with any noncompliance with or violation of the requirements of 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 such noncompliance and such recovery shall not be a lien, or a material Release basis of a claim of lien or threatened Release levy of any Hazardous Materialsexecution, into against either the environment in violation Guarantor’s general assets or the general assets 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 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 will, and will cause each of its Restricted Subsidiaries toSubsidiaries, after the Closing Date, comply in all respects with all applicable Environmental Laws, includingexcept such non-compliance that, without limitationindividually 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 have obtained all applicable licenses, permits, authorizations and registrations required under any Environmental Laws Law (“Environmental Permits”) necessary for their respective operations, and all such Environmental Permits are in jurisdictions good standing, and each Borrower and each of its Subsidiaries are in which the compliance with all terms and conditions of such Environmental Permits. (c) Except as specifically identified on Schedule 5.09, none of any Borrower or any of its Restricted Subsidiaries owns or operates a facility any of their present property or site, arranges for disposal operations is subject to any (i) outstanding written order from or treatment of Hazardous Materials, accepts for transport agreement with any Hazardous MaterialsGovernmental Authority or other Person, or holds (ii) judicial or docketed administrative proceeding respecting any interest Environmental Law, Environmental Claim or Hazardous Material, other than, in real propertythe case of clause (i), except where any such order or agreement the failure breach or violation of which would not reasonably be expected to so comply could result in a Material Adverse Effect and, in the case of clause (ii), any such proceeding that if determined adversely to the Company or any of its Subsidiaries would not reasonably be expected to 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, would reasonably be expected to have a Materially Material Adverse Effect. Neither . (e) Except as specifically identified on Schedule 5.09, as of the Closing Date, no Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation has knowledge of any applicable Environmental Law, if oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of such release could reasonably be expected to have a Materially Adverse Effect. 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 Restricted Subsidiaries arising in connection with any noncompliance with and no site, facility or violation of the requirements of any Environmental Law vessel now or a material Release previously owned, operated 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 leased by such Borrower or any of its Restricted Subsidiaries holds is listed or has held an interest, upon to the Borrower’s learning thereof by receipt knowledge of notice that the such Borrower or any of its Restricted Subsidiaries is proposed for listing on any federal or may be liable to any Person as a result state list of such Release sites requiring investigation 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 Lawsclean-up. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower willExcept as would not, and will cause each of its Restricted Subsidiaries toindividually or in the aggregate, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Material Adverse Effect. Neither : (a) There are no Environmental Claims with respect to the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous MaterialsBusiness pending, solid waste or other wastes on, under or to the Knowledge of the Seller, threatened, against the Seller. Seller has not received any Real Property in which the Borrower written notice, demand, letter, claim or such Restricted Subsidiary holds any interest or performs any of its operations, request for information alleging that Seller may be in violation of any applicable Environmental Lawof, if such release could reasonably be expected to have a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereofor liable under, of any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower or any of its Restricted Subsidiaries arising Law in connection with any noncompliance with the Business 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 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 LawsAssets. (b) If Seller has not treated, stored, disposed of, arranged for or permitted the Administrative Agent at disposal of, transported, handled, or released any time substance, including without limitation any Hazardous Materials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has a reasonable basis given or would give rise to believe that there may be a violation liabilities under the United States Comprehensive Environmental Response Compensation and Liability Act, as amended, the Solid Waste Disposal Act, as amended or any Environmental Law. (c) Seller (i) has not entered into or agreed to any consent decree or order or is not subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials with respect to the Business or the Assets and, to the Knowledge of Seller, no Environmental Claim is pending or threatened in writing with respect thereto and (ii) is not an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law byor relating to any Hazardous Materials in connection with the Business or the Assets. (d) None of the real property owned or leased by Seller in connection with the Business or the Assets is listed or, to the Knowledge of Seller, proposed for listing on the "National Priorities List" under the Comprehensive Environmental Response, Cooperation and Liability Act, as amended through the date hereof, or any liability arising thereunder of, the Borrower similar state or any foreign list of its Restricted Subsidiaries sites requiring investigation or related to any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Lawscleanup.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, comply Seller has at all times prior to the Closing Date complied in all material respects with all applicable Environmental LawsLaws both in respect of the Blaze Business as carried on from time to time and in respect of any of the facilities at which the Blaze Business is now conducted or at which any Purchased Assets are located (each, includinga "FACILITY") and any prior facility or site at which the Blaze Business has been conducted by Seller or its predecessors in interest or at which any Purchased Assets have been located (each, without limitation, all applicable a "PRIOR FACILITY"). Seller is not aware of any circumstances that may cause Seller to be in non-compliance or violation of any Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could material respect and Seller is not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation aware of any applicable circumstances affecting the Blaze Business that might justify the imposing of any requirement by a competent authority in accordance with such authority's powers and obligations under the Environmental LawLaws which would, if such release could reasonably be expected to have the requirement were not complied with, result in there being a Materially Adverse Effect. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential non-compliance 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, 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 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. . There are no past, pending or (bto Seller's knowledge) If the Administrative Agent at any time has a reasonable basis to believe that there may be a violation of threatened proceedings, claims or actions against Seller brought under any Environmental Law byLaws before any court, arbitrator or any liability arising thereunder ofother body which have had or which would, in the Borrower event of a judgment, decision, ruling or order being unfavorable to Seller, have a Material Adverse Effect on the Blaze Business or any of its Restricted Subsidiaries the Purchased Assets. To Seller's knowledge, no part of any Facility or related any Prior Facility has been contaminated (whether by the deposit, spillage, disposal, discharge, release or leaching of any Hazardous Substances) and as a result of any contamination no part of any Facility or any Prior Facility represents a hazard to health or to the environment. Seller is not aware of any circumstances which may give rise or have in the past given rise to any real property owned, leased Liability (whether under statute or operated by the Borrower at common law) in nuisance in respect of any Facility or any Prior Facility or the operation of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 LawsBlaze Business.

Environmental Compliance. (a) The Borrower willMaintain at all times all Material permits, licenses and will cause each of its Restricted Subsidiaries to, comply with all applicable other authorizations required under Environmental Laws, including, without limitation, and comply in all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 Material respects with all terms and conditions of the Borrower or any of its Restricted Subsidiaries arising required permits, licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained 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 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 Notify the Administrative Agent at Lender promptly upon obtaining knowledge that (i) any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, Property previously or presently owned or operated by the Company or any liability arising thereunder ofSubsidiary is the subject of a Material environmental investigation by any Government Authority having jurisdiction over the enforcement of Environmental Laws, (ii) the Borrower Company or any of its Restricted Subsidiaries has been or related 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 becoming aware of any of the items described in Section 5.7(b) hereof, 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 real property ownedHazardous Substance. The Company and its Subsidiaries shall facilitate such environmental audit. The Lender shall provide the Company, leased or operated 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 Borrower 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 Section 5.7(b), or (iii) at any time the Property is the subject of an environmental investigation by a Government 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 Lender to exercise (a) decision making control of the Company’s or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Subsidiary’s compliance with any Environmental Law, or (b) day to day decision making of the Company or any Subsidiary with respect to (i) compliance with Environmental Laws or (ii) all applicable Environmental Lawsor substantially all of the operational aspects of the Company or any Subsidiary.

Environmental Compliance. The Mortgagor hereby represents and warrants to the Mortgagee that: there is not in, on or about the Mortgaged Premises any product or substance (including, without restriction, contaminants, wastes, hazardous or toxic materials), equipment or anything else which contravenes any statute, regulation, by-law, order, direction or equivalent relating to the protection of the environment or which is not being dealt with according to best recognized practices relating to the environment; to the best of the knowledge of the Mortgagor, no circumstance has existed on the Mortgaged Premises, or exists or has existed on any land adjacent to the Mortgaged Premises, that constitutes or could reasonably constitute a contravention of any statute, regulation, order, by-law, direction or equivalent relating to the protection of the environment; no claim or notice of any action, investigation or proceeding of any kind has been threatened, made or issued, or is pending, relating to any environmental condition on the Mortgaged Premises; the Mortgaged Premises are being used in compliance with all statutes, regulations, orders, by-laws, directions and equivalent relating to the protection of the environment; and it has obtained any and all certificates, permits and/or approvals required to (i) permit the Mortgagor to construct, alter or remove the improvements situated on the Mortgaged premises; and (ii) conduct its business operations on the Mortgaged Premises. The Mortgagor hereby covenants and agrees with the Mortgagee as follows: the Mortgagor shall give to the Mortgagee immediate notice, in writing, of any material change in circumstances in respect of the Mortgaged Premises or adjacent land which would cause any of the representations and warranties contained in the immediately preceding paragraphs (a) The Borrower willto (e) inclusive to become untrue; and the Mortgagor shall not permit or create, and will shall not allow anyone else to permit or create, any circumstance on the Mortgaged Premises which would constitute or could reasonably constitute a contravention of any statute, regulation, order, by-law, direction or equivalent relating to the protection of the environment. If a contaminant is discovered on the Mortgaged Premises, the Mortgagor shall give to the Mortgagee immediate notice, in writing, of the discovery of a contaminant. The Mortgagor shall, at its sole cost, retain an environmental consultant from a list of consultants approved by the Mortgagee. The consultant shall perform such assessments, investigations, studies and tests as may be required to determine: (i) the potential effect of the contaminant on human health and the environment; (ii) the lateral and vertical extent of the contamination; (iii) the source of the contamination; and (iv) the cost of the remediation of the contamination. The Mortgagor shall immediately deliver to the Mortgagee copies of all reports, studies or other documents prepared by the consultant. The Mortgagor, at its sole cost and expense, shall comply or cause each of its Restricted Subsidiaries totenants, agents and invitees, at their sole cost and expense, to comply with all federal, provincial and municipal laws, rules, regulations and orders with respect to the discharge and removal of hazardous or toxic waste, and with respect to the discharge of contaminants into the natural environment, pay immediately when due the cost of removal of any such waste or contaminants and the cost of any improvements necessary to deal with such waste or contaminants and keep the Mortgaged Premises free and clear of any lien imposed pursuant to such laws, rules and regulations. In the event the Mortgagor fails to do so, after notice to the Mortgagor, and after the expiration of the earlier of: any applicable Environmental Lawscure period under this Mortgage; or the cure period under the applicable law, rule, regulation or order, then the Mortgagee, at its sole option, may declare this Mortgage to be in default. The Mortgagor shall indemnify and hold harmless the Mortgagee (and its directors, officers, employees and agents) from and against all loss, cost, damage or expenses (including, without limitation, all applicable Environmental Laws legal fees and costs incurred in jurisdictions in which the Borrower investigation, defence and settlement of any claim or any costs to remediate any contamination or to ensure compliance with applicable environmental laws, regulations, orders or guidelines), relating to the presence of its Restricted Subsidiaries owns any hazardous waste or operates a facility contaminant or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where due to the Mortgagor's failure to so comply could not reasonably be expected to have a Materially Adverse Effectwith the covenants and provisions of this Section 29. Neither This indemnity shall survive the Borrower nor any discharge of its Restricted Subsidiaries shall cause the Mortgage or allow the release from this Mortgage of Hazardous Materials, solid waste part or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 all 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, 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 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 LawsMortgaged Premises. (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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 Borrower will, Each of Company and will cause each of its Restricted Subsidiaries to, comply is in material compliance with all applicable Environmental Laws, including, without limitationHazardous Materials Laws and has obtained and is in material compliance with, all applicable Environmental Laws in jurisdictions in which the Borrower material permits, licenses or other authorizations required under any Hazardous Materials Laws. (b) Neither Company nor any of its Restricted Subsidiaries owns is aware of any material past, present or operates a facility future events, conditions, circumstances, activities, practices, incidents, actions or siteplans, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except where the failure to so comply which could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor interfere with, or prevent continued compliance by any of Company or its Restricted Subsidiaries shall cause with, any Hazardous Materials Law, or allow the release of Hazardous Materials, solid waste or other wastes on, under or which could reasonably be expected to give rise to Environmental Loss to any Real Property in of Company or its Subsidiaries based on or related to any Hazardous Materials Law. (c) To the knowledge of the Company, there are no facts, circumstances or conditions relating to, arising from, associated with or attributable to the Company or its Subsidiaries or any real property currently or previously owned, operated or leased by the Company, which the Borrower or such Restricted Subsidiary holds could reasonably be expected to create any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release Loss that could reasonably be expected to have a Materially Material Adverse Effect. The Borrower shall notify Effect on Company. (d) To the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential or actual material liability knowledge of the Borrower or Company, neither the Company nor any of its Restricted Subsidiaries arising in connection with any noncompliance with has ever generated, transported, treated, stored, handled or violation of the requirements of any Environmental Law or a material Release or threatened Release disposed of any Hazardous MaterialsSubstances at any site, location or facility in a manner that could reasonably be expected to create any Environmental Loss that could reasonably be expected to have a Material Adverse Effect on the Company. (e) Neither Company nor any of its Subsidiaries has discovered, and to the knowledge of Company, no other Person has discovered, any occurrence or condition on the Premises of any of Company or its Subsidiaries or on any real property in the vicinity of the Premises of any of Company or its Subsidiaries, which could reasonably be expected to cause such Premises to be subject to any restrictions on the ownership, occupancy, transferability or use under any Hazardous Materials Law. (f) Neither Company nor any of its Subsidiaries uses or maintains any underground or above ground storage tanks on the Premises of any of Company or its Subsidiaries and, to the knowledge of Company, no underground or above ground storage tanks are now, or ever have been, located on the Premises. (g) Neither Company 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, to the knowledge of Company, has any such Encumbrance ever been filed or attached to the Premises of any of Company or its Subsidiaries. (h) None of the present or past operations of the business of any of Company and its Subsidiaries nor any of the present, or to the knowledge of Company, past property used by any of Company 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 Loss arising from the release or threat of release of a Hazardous Substance into the environment. (i) Neither Company 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 Company 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 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 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 it is or may be liable to any Person as a result of any such Release 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 Lawsrelease. (bj) If Neither Company nor any of its Subsidiaries has filed any notice, including but not limited to, manifest discrepancy notification, disposal extension, and/or episodic waste report under any Hazardous Materials Laws indicating past or present compliance exceptions with the Administrative Agent at any time has generation, treatment, storage or disposal of a reasonable basis to believe that there may be a violation of any Environmental Law byHazardous Substance, or reporting a release of a Hazardous Substance into the environment. (k) Each of Company and its Subsidiaries does not, and has not since the enactment of the California Safe Drinking Water and Toxic Enforcement Act of 1986, as amended (i.e. California Health and Safety Code 25249.5 et. seq.) and the rules and regulations promulgated thereunder (collectively, “Proposition 65”), exposed any liability arising thereunder ofindividual to a chemical listed by the State of California pursuant to Proposition 65. No product or good manufactured, the Borrower distributed, or sold by or for Company or any of its Restricted Subsidiaries Subsidiaries: (i) contains or related to any real property owned, leased or operated has contained a chemical listed by the Borrower State of California under Proposition 65, (ii) contains or has contained a chemical which is currently proposed to be listed by the State of California under Proposition 65, or (iii) has been sold to a consumer or customer with or in connection with a warning required by Proposition 65. To the extent that any product or good manufactured, distributed, or sold by or for Company or any of its Restricted Subsidiaries, which violation Subsidiaries contains or liability could reasonably be expected has contained a chemical listed by the State of California pursuant to have a Materially Adverse EffectProposition 65, then the Borrower shall, upon written request from exposure poses no significant risk and no observable effect within 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 Lawsterms of Proposition 65.

Environmental Compliance. There are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to Borrower's knowledge threatened, or judgments or orders relating to any Hazardous Materials (acollectively called "ENVIRONMENTAL CLAIMS") The asserted or threatened against Borrower, any predecessor owner, tenant or operator or relating to any real property currently or formerly owned, leased or operated by Borrower willincluding the Mortgaged Property. Except as disclosed in the Environmental Reports, to Borrower's knowledge, neither Borrower nor any other Person has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against Borrower. Except as disclosed in the Environmental Reports, to Borrower's knowledge, no Hazardous Materials in violation of applicable Environmental Laws are or were stored or otherwise located, and will cause each no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or operated by Borrower, including the Mortgaged Property, or to the knowledge of its Restricted Subsidiaries toBorrower, comply on adjacent parcels of real property, and no part of such real property or, to the knowledge of Borrower no part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials in violation of applicable Environmental Laws or to any extent which has, or might reasonably be expected to have, a Material Adverse Effect. Except as disclosed in the Environmental Reports, to Borrower's knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, includingincluding obtaining and maintaining in effect all permits, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste licenses or other wastes on, under or to any Real Property in which the Borrower or such Restricted Subsidiary holds any interest or performs any of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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, 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 Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof authorizations required 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 owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably be expected to have a 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 In the exercise of the reasonable business judgment of each Borrower will, and will cause each of its Restricted Subsidiaries toSubsidiaries, comply take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws in jurisdictions in which the Borrower or any of its Restricted 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 where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries shall cause or allow the release of Hazardous Materials, solid waste or other wastes on, under Environmental Permits or to any Real Property in which the Borrower material Release or such Restricted Subsidiary holds any interest or performs any a substantial threat of its operations, in violation of any applicable Environmental Law, if such release could reasonably be expected to have a Materially Adverse Effect. 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 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 Materialsa Contaminant, into and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the environment in violation generality of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material onforegoing, under or from the Real Property in which the Borrower whenever Administrative Agent 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 Lender has a reasonable basis to believe that there may be a violation Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of any Environmental Law bya Borrower or its Subsidiaries, or any liability arising thereunder ofproperty 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 that any non-compliance, contamination or order or decree could reasonably be anticipated to have a Material Adverse Effect, then, 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 site where the alleged or actual non-compliance or contamination has occurred and prepare and deliver to Administrative Agent, the Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of 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 estimated costs thereof, shall materially change. Notwithstanding the above, such Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or remediation at any Offsite Property that (a) is not owned or operated by such Borrower or any of its Restricted Subsidiaries or related to any real property owned, leased or operated and (b) where Contaminants generated by the persons other than such Borrower or any of its Restricted Subsidiaries, which violation or liability could reasonably Subsidiaries have also come to be expected to have a 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 Lawslocated.