Common use of Environmental Clause in Contracts

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, material Environmental Claim or any orderother material liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of toxic the Credit Parties or hazardous waste any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or waste productsin part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other "environmental provision" (as defined in such Section 736) relating to the Property environmental, health or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notesafety matters.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, Environmental Claim or any orderother liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of toxic the Credit Parties or hazardous waste any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or waste productsin part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5environmental, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productshealth, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notesafety matters.

Environmental. Trustor hereby agrees (a) The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that Beneficiary may such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect. (b) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) in ------------- accordance neither the Borrower nor any other Covered Party has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining Environmental Laws with regard to any environmental lawsof the facilities and properties owned, leased or any order, consent decree or settlement relating to operated by the cleanup of toxic or hazardous waste or waste products, Borrower or any other "environmental provision" Covered Party (the “Properties”) or the business operated by the Borrower or any other Covered Party (the “Business”) that is not fully and finally resolved, (ii) to the Borrower’s actual knowledge, after due inquiry, no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Law to which the Borrower or any other Covered Party is or will be named as defined in such Section 736) a party with respect to the Properties or the Business, 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 or relating to Materials of Environmental Concern with respect to the Property or any portion thereofBusiness; and (iiiii) to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)compliance, and as to any Collateral (as defined have in the Loan Agreement) attached to such parcellast five years been in compliance, with all applicable Environmental Laws, and thereafter to exercise against Trustorthere are no Materials of Environmental Concern at, under or about the Properties or violation of any Environmental Law with respect to the extent permitted by such Section 726.5, Properties or the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteBusiness.

Environmental. Trustor hereby agrees (a) Each of the Company and its Subsidiaries has secured, and is in compliance in all material respects with, all Environmental Permits required in connection with its operations and the Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental Permit, is set forth in Section 4.23(a) of the Company Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and none of such Environmental Permits will be terminated or impaired or become terminable as a result of the Merger. Each of the Company and its Subsidiaries has been, and are currently, in compliance in all material respects with all Environmental Laws. Neither the Company nor any of its Subsidiaries has received any notice alleging that Beneficiary may the Company or any of its Subsidiaries is not in such compliance with Environmental Laws. (b) There are no past, pending or, to the Company’s Knowledge, threatened Environmental Actions against or affecting the Company or any of its Subsidiaries, and the Company is not aware of any facts or circumstances which could be expected to form the basis for any Environmental Action against the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries has entered into or agreed to any Order, and neither the Company nor any of its Subsidiaries is subject to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law. (d) No Lien has been attached to, or asserted against, the assets, property or rights of the Company or any of its Subsidiaries pursuant to any Environmental Law, and, to the Company’s Knowledge, no such Lien has been threatened. There are no facts, circumstances or other conditions that could be expected to give rise to any Liens on or affecting any Real Property. (e) There has been no treatment, storage, disposal or Release of any Hazardous Substance at, from, into, on or under any Real Property or any other property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries. No Hazardous Substances are present in, on, about or migrating to or from any Real Property that could be expected to give rise to an Environmental Action against the Company or any of its Subsidiaries. (f) Neither the Company nor any of its Subsidiaries has received a CERCLA 104(e) information request nor has the Company or any of its Subsidiaries been named a potentially responsible party for any National Priorities List site under CERCLA or any site under analogous state Law. Neither the Company nor any of its Subsidiaries has received an analogous notice or request from any non-U.S. Governmental Authority. (g) There are no aboveground tanks or underground storage tanks on, under or about the Real Property. Any aboveground or underground tanks previously situated on the Real Property or any other property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries have been removed in accordance with all Environmental Laws and no residual contamination, if any, remains at such sites in excess of applicable standards. (h) There are no PCBs leaking from any article, container or equipment on, under or about the Real Property and there are no such articles, containers or equipment containing PCBs. There is no asbestos containing material or lead-based paint containing materials in at, on, under or within the Real Property. (i) in ------------- accordance with California Code Neither the Company nor any of Civil Procedure Section 736its Subsidiaries has transported or arranged for the treatment, as such Section may be amended from time to timestorage, recover any costshandling, expenses disposal, or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach transportation of any covenant, warranty or agreement pertaining Hazardous Material to any environmental lawsoff-site location which is an Environmental Clean-up Site. (j) None of the Real Property is an Environmental Clean-up Site. (k) The Company has provided to Parent true and complete copies of, or any orderaccess to, consent decree all written environmental assessment materials and reports that have been prepared by or settlement relating to on behalf of the cleanup of toxic or hazardous waste or waste products, Company or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteits Subsidiaries.

Environmental. Trustor hereby agrees The Master Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Servicer, the Manager, the Back-Up Manager, the Trustee and the Rating Agency for each Series of Notes Outstanding, in writing, upon receipt of any written notice of which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) relating in any way to any possible material liability of any Securitization Entity pursuant to any Environmental Law that Beneficiary may could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer shall, and shall cause each other Securitization Entity to: (a) (i) in ------------- accordance comply with California Code of Civil Procedure Section 736all applicable Environmental Laws, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) hold all Environmental Permits (each of which is in accordance full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with California Code all of Civil Procedure Section 726.5their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, as such Section may on, under, in, or about any Real Estate Assets owned, leased or operated by the Master Issuer or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal), which would reasonably be amended from time expected to time, (i) give rise to waive the security liability of the Deed Master Issuer or any of Trust as to its Affiliates under any parcel of the Property that is "environmentally impaired" applicable Environmental Law or is an "affected parcel" (as such terms are defined otherwise result in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, costs to the extent permitted by such Section 726.5Master Issuer or any of its Affiliates, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor interfere with the Master Issuer’s or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, its Affiliates’ continued operations or (biii) had actual knowledge impair the fair saleable value of any Real Estate Assets owned by the Master Issuer or notice any of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteits Affiliates.

Environmental. Trustor hereby agrees that Beneficiary may (a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000, or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply with Environmental Laws where any such failure to comply could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $500,000 and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries which could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $500,000 and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien which could, individually or in ------------- accordance with California Code of Civil Procedure Section 736the aggregate, as such Section may reasonably be amended from time expected to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining secure a liability to any environmental laws, Borrower or any orderof its Subsidiaries in excess of $500,000 has been filed against any of the real or personal property of Borrower or its Subsidiaries, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code commencement of Civil Procedure Section 726.5, as such Section may any Environmental Action or notice that an Environmental Action will be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" filed against Borrower or is an "affected parcel" (as such terms are defined in such Section)its Subsidiaries, and as to any Collateral (as defined in the Loan Agreementiii) attached to such parcelnotice of a violation, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productscitation, or (b) had actual knowledge or notice of such release or threatened release prior other administrative order which reasonably could be expected to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary result in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Change.

Environmental. Trustor hereby agrees that Beneficiary may (a) Deliver to the Collateral Agent: (i) promptly upon a Responsible Officer of any Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in ------------- accordance reasonable detail (A) any material Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws (B) any remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with California Code respect to real property adjoining or in the vicinity of Civil Procedure Section 736any Facility, Parent shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (ii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any material Release required to be reported to any federal, state, local or foreign governmental or regulatory agency (C) any request for information from any Governmental Authority that suggests such Section Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be amended potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iii) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Parent or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to (x) expose Parent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Change or (y) affect the ability of Parent or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations and (B) any proposed action to be taken by Parent or any of its Subsidiaries to modify current operations in a manner that, individually or taken together with any other such proposed actions, could reasonably be expected to subject Parent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (iv) with reasonable promptness, such other documents and information as from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred time may be reasonably requested by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining the Collateral Agent in relation to any environmental lawsmatters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Parent or any orderof its Subsidiaries that, consent decree individually or settlement relating in the aggregate, could reasonably be expected to the cleanup of toxic or hazardous waste or waste productsresult in a Material Adverse Change, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as make an appropriate response to any parcel Environmental Claim against Parent or any of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), its Subsidiaries and as discharge any obligations it may have to any Collateral (as defined Person thereunder where failure to do so, individually or in the Loan Agreement) attached aggregate, could reasonably be expected to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances result in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Change.

Environmental. Trustor hereby agrees that Beneficiary may (a) Deliver to the Collateral Agent: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (ii) promptly upon a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, written notice describing in ------------- accordance reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with California Code respect to real property adjoining or in the vicinity of Civil Procedure Section 736any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state or local governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Section Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be amended potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (B) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that, individually or taken together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other documents and information as from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred time may be reasonably requested by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining the Collateral Agent in relation to any environmental lawsmatters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any orderof its Subsidiaries that, consent decree individually or settlement relating in the aggregate, could reasonably be expected to the cleanup of toxic or hazardous waste or waste productsresult in a Material Adverse Change, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as make an appropriate response to any parcel Environmental Claim against Borrower or any of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), its Subsidiaries and as discharge any obligations it may have to any Collateral (as defined Person thereunder where failure to do so, individually or in the Loan Agreement) attached aggregate, could reasonably be expected to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances result in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Change.

Environmental. Trustor hereby agrees (a) The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that Beneficiary may such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect. (b) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) in ------------- accordance neither the Borrower nor any Guarantors has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining Environmental Laws with regard to any environmental lawsof the facilities and properties owned, leased or operated by the Borrower or any Guarantors (the “Properties”) or the business operated by the Borrower or any Guarantor (the “Business”) that is not fully and finally resolved, (ii) to the Borrower’s actual knowledge, after due inquiry, no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Law to which the Borrower or any Guarantor is or will be named as a party with respect to the Properties or the Business, 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 order, consent decree or settlement relating Environmental Law with respect to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereofBusiness; and (iiiii) to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)compliance, and as to any Collateral (as defined have in the Loan Agreement) attached to such parcellast five years been in compliance, with all applicable Environmental Laws, and thereafter to exercise against Trustorthere is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the extent permitted by such Section 726.5, Properties or the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteBusiness.

Environmental. Trustor hereby agrees (a) Borrower is and at all times has been in compliance with all Environmental Laws. Borrower has not received any written communication alleging that Beneficiary may it is not in such compliance, and there are no circumstances that would prevent or interfere with the continuation of such compliance. (b) There are no pending Environmental Claims, Borrower has not received notice of any pending Environmental Claims, and there are no conditions or facts existing which might reasonably be expected to result in legal, administrative, arbitral or other proceedings asserting Environmental Claims or other claims, causes of action or governmental investigations of any nature seeking to impose, or that could result in the imposition of, any liability arising under any Environmental Laws upon (i) in ------------- accordance with California Code Borrower, (ii) any Person whose liability for any Environmental Claim that Borrower has or may have retained or assumed, either contractually or by operation of Civil Procedure Section 736law, as such Section may be amended from time to time, recover or (iii) any costs, expenses real or liabilities, including attorneys' fees, incurred personal property owned or leased by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental lawsBorrower, or any real or personal property which Borrower has or is judged to have managed or supervised. Borrower is not subject to any agreement, order, consent judgment, decree or settlement memorandum by or with any court, regulatory agency, other Governmental Entity or third party imposing any liability under any Environmental Laws. (c) Borrower is in compliance with all recommendations contained in any environmental audits, analyses and surveys received by Borrower relating to all real and personal property owned, operated or leased by Borrower. (d) There are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim, or other claim or action or governmental investigation that could result in the imposition of liability arising under any Environmental Laws, against Borrower or against any Person whose liability for any Environmental Claim Borrower has or may have retained or assumed, either contractually or by operation of Law. (e) No remediation, removal or cleanup of toxic any Hazardous Substances is being conducted or hazardous waste has been conducted at any time in the past, in connection with or waste productsassociated with, the operations or activities of Borrower or any real or personal property at any time owned, operated or leased by Borrower; provided, however, that, with respect to any time period other than when Borrower owned, operated or leased such real or personal property, the representations and warranties of this Section 3.26(e) are made to the knowledge of Borrower. (f) Hazardous Substances are not and have not been at any time in the past, generated, used, stored, treated, or disposed of in connection with or associated with the operations or activities of Borrower or any real or personal property at any time owned, operated or leased by Borrower in any case that could reasonably be expected to require remediation under applicable Environmental Laws or otherwise result in liability to Borrower; provided, however, that, with respect to any time period other "environmental provision" (as defined in than when Borrower owned, operated or leased such real or personal property, the representations and warranties of this Section 7363.26(f) relating are made to the Property knowledge of Borrower. (g) No underground or aboveground storage tanks, solid waste management units, landfills or other waste disposal areas, dikes or impoundments of any portion thereof; and kind are located at, on or under any real or personal property at any time owned, operated or leased by Borrower. (h) There are no (i) friable asbestos-containing materials, (ii) lead-based paint, (iii) polychlorinated biphenyls or (iv) mold or fungi in accordance with California Code quantities and of Civil Procedure Section 726.5a character (A) for which investigation or remedial actions would be reasonably required, as such Section may be amended from time to time(B) for which investigation or remedial action has been recommended or undertaken by environmental professionals on behalf of Borrower or (C) that have been the subject of written, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5knowledge of Borrower, the rights and remedies of an unsecured creditorany other, including reduction of Beneficiary's claim against Trustor to judgmentclaim, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5complaint, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsallegation, or (b) had actual knowledge inquiry made to Borrower present on, in or notice of such release at any real or threatened release prior to the execution and delivery of the Note and failed to disclose such release personal property at any time owned, operated or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteleased by Borrower.

Environmental. Trustor hereby agrees (a) Keep any property either owned or operated by Borrower or any other Loan Party free of any Environmental Liens or post bonds or other financial assurances satisfactory to the Required Lenders and in an amount sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, subject to Loan Parties’ right to engage in a Permitted Protest so long as, in the case of an Environmental Lien that Beneficiary may has become a Lien against any of the Collateral, (i) in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time contest proceedings conclusively operate to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach stay the sale of any covenantportion of the Collateral to satisfy such Environmental Lien(s), warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) any such other Lien is at all times subordinate to the Agent’s Liens; (b) Comply, in accordance all material respects, with California Code Environmental Laws and provide to the Agent documentation of Civil Procedure Section 726.5such compliance which the Agent reasonably requests, as such Section may be amended subject to Loan Parties’ right to engage in a Permitted Protest; (c) Promptly notify the Agent of any release of which Borrower or any other Loan Party has knowledge of a Hazardous Material in any reportable quantity from time or onto property owned or operated by Borrower or any other Loan Party and take any Remedial Actions required to time▇▇▇▇▇ said release or otherwise to come into compliance, to waive in all material respects, with applicable Environmental Law; and (d) Promptly, but in any event within 5 Business Days of its receipt thereof, provide the security Agent with written notice of any of the Deed of Trust as to following: (i) notice that an Environmental Lien has been filed against any parcel of the Property that is "environmentally impaired" real or is an "affected parcel" (as such terms are defined in such Section)personal property of any Loan Party or its Domestic Subsidiaries, and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor commencement of any Environmental Action or written notice that an Environmental Action will be filed against any Loan Party or any affiliateof its Domestic Subsidiaries, agentand (iii) written notice of a violation, cotenantcitation, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced other administrative order from a Governmental Authority located in the release (as defined in such Section 726.5) United States or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteCanada.

Environmental. Trustor hereby agrees (a) The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that Beneficiary may such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect. (b) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) in ------------- accordance neither the Borrower nor any Guarantors has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining Environmental Laws with regard to any environmental lawsof the facilities and properties owned, leased or operated by the Borrower or any Guarantors (the “Properties”) or the business operated by the Borrower or any Guarantor (the “Business”) that is not fully and finally resolved, (ii) to the Borrower’s actual knowledge, after due inquiry, no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Law to which the Borrower or any Guarantor is or will be named as a party with respect to the Properties or the Business, 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 order, consent decree Environmental Law or settlement relating to the cleanup Materials of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating Environmental Concern with respect to the Property or any portion thereofBusiness; and (iiiii) to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)compliance, and as to any Collateral (as defined have in the Loan Agreement) attached to such parcellast five years been in compliance, with all applicable Environmental Laws, and thereafter to exercise against Trustorthere are no Materials of Environmental Concern at, under or about the Properties or violation of any Environmental Law with respect to the extent permitted by such Section 726.5, Properties or the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteBusiness.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by them or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach their Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause their Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent documentation of such compliance which the Agent reasonably requests; (iii) immediately notify the Agent of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by the Loan Parties or any order, consent decree or settlement relating of their Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agent with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) in accordance with California Code notice of Civil Procedure Section 726.5a violation, as such Section may citation or other administrative order which could not reasonably be amended from time expected to timehave a Material Adverse Effect and (v) defend, to waive indemnify and hold harmless the security of Agent and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste operated by any Loan Party or waste productsany of its Subsidiaries (or its respective predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (breal or personal) had actual knowledge arising out of or notice related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials and/or (D) any violation of such release any Environmental Law at or threatened release prior relating to the execution and delivery or arising in connection with any property owned or operated by any Loan Party or any of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notetheir Subsidiaries.

Environmental. Trustor hereby agrees Except for matters that Beneficiary may are described in Section 3.11 of the Seller Disclosure Schedule, to the Knowledge of Seller: (a) For the preceding three (3) years, Seller, CITERCO, the Transferred Assets, the CITERCO Agreements and the Business have been in material compliance with all applicable Environmental Laws; (b) all Environmental Permits required to be obtained or filed by or complied with by Seller under any applicable Environmental Law currently in effect in connection with the Business as currently conducted, including those relating to Hazardous Materials, have been duly obtained or filed for, and Seller is in material compliance with the terms and conditions of all such Environmental Permits; and (c) none of the Real Property is the subject of (i) in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses outstanding order or liabilities, including attorneys' fees, incurred by Beneficiary and arising judgment or arbitration award from any breach Governmental Authority under any applicable Environmental Laws requiring remediation or similar actions, the payment of a fine or penalty, or the performance of any covenantCorrective Action or environmental project, warranty or agreement pertaining (ii) any investigation or other Litigation that might result in any of the foregoing, except for the requirements of ISRA at the Paulsboro Refinery; (d) for the preceding three (3) years, there has been no reportable Release of Hazardous Materials or disposal of any Hazardous Materials by Seller at, on, or underlying any of the Real Property that is subject to any environmental lawsremedial obligations under any applicable Environmental Laws; (e) there is no pending or, or to the Knowledge of Seller, threatened Litigation against Seller under any order, consent decree or settlement applicable Environmental Law relating to the cleanup of toxic or hazardous waste or waste products, Business or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed Real Property; (f) Seller has provided Buyer access to or copies of Trust as to any parcel of all soil and groundwater investigation reports that are in Seller’s or CITERCO’s custody or control that were prepared during the Property that is "environmentally impaired" or is an "affected parcel" three (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement3) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release years prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notedate hereof.

Environmental. Trustor hereby agrees Except as to matters that Beneficiary may would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining each case relating to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel Debtors, (b) each Debtor has received (including timely application for renewal of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Sectionsame), and as to any Collateral (as defined maintained in the Loan Agreement) attached to such parcelfull force and effect, all environmental permits, licenses and other approvals, and thereafter to exercise against Trustorhas maintained all financial assurances, in each case to the extent permitted by such Section 726.5, the rights necessary for its operations to comply with all applicable Environmental Laws and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgmentis, and since January 1, 2016, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other rights Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and remedies permitted by law. Trustor and Beneficiary acknowledge obligations associated with remediation at the end of the productive life of a well, facility or pipeline that pursuant has produced, stored or transported hydrocarbons, which has not been made available to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release Private Placement Parties prior to the execution date hereof. Notwithstanding the generality of any other representations and delivery of warranties in this Agreement, the Note representations and failed warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to disclose such release any environmental, health or threatened release safety matters, including any arising under or relating to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release Environmental Laws or threatened release prior to the execution and delivery of the NoteHazardous Materials.

Environmental. Trustor hereby agrees that Beneficiary may (a) The Seller and each of its Subsidiaries is and has been in material compliance with all Environmental Laws applicable to the operations of the Seller and its Subsidiaries: (i) no Hazardous Substances are present at (except in ------------- accordance the ordinary course of the operations of the Seller and its Subsidiaries and in material compliance with California Code all Environmental Laws) or have been Released by the Seller or any of Civil Procedure Section 736its Subsidiaries or, as such Section may to the Company’s Knowledge threatened to be amended from time to timeReleased by the Seller or any of its Subsidiaries from, recover onto or under, any costsof the Leased Real Property; (ii) there are no circumstances or conditions involving the Seller, expenses any of its Subsidiaries, their current or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental lawsformer operations, or any order, consent decree Company Product that could reasonably be expected to result in any material Losses to the Seller or settlement any of its Subsidiaries arising under or relating to any Environmental Law or in any material restriction on the cleanup ownership, use or transfer of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as Company Assets arising under or pursuant to any parcel Environmental Law; (iii) the Seller has not, nor have any of the Property that is "environmentally impaired" its Subsidiaries, received any notice, demand, letter, claim or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning alleging any violation of or liability under any Environmental Law and is not subject to any order, decree, injunction or other arrangement with any Governmental Authority or any indemnity or other agreement with any third party relating to liability under any Environmental Law; and (iv) the Seller has provided to the Buyer access to (A) copies of all material reports, memoranda and analyses in the custody or control of the Seller or any of its Subsidiaries, including “Phase I,” “Phase II,” “environmental assessment” and similar reports relating to any potential environmental liability, the environmental condition of the PropertySeller or any of its Subsidiaries, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery compliance of the NoteSeller or any of its Subsidiaries with Environmental Laws or the environmental condition of any property currently or formerly owned or occupied by the Seller or any of its Subsidiaries, and (B) documentation, if applicable, showing the compliance of the Seller or any of its Subsidiaries with any financial responsibility requirements of any applicable Environmental Laws.

Environmental. Trustor hereby agrees that Beneficiary may Except as set forth in Section 3.2(z) of the Disclosure Schedule, (i) LPT is and have been at all times in ------------- accordance compliance in all material respects with California Code all Environmental Laws and are in possession of, and in compliance with, all Permits relating to Environmental Laws necessary to carry on and conduct the Business as presently conducted, and a complete list of Civil Procedure such Permits is listed in Section 7363.2(z)(i) of the Disclosure Schedule; (ii) no notice, as such Section may be amended demand, or claim has been received by or served on LPT, nor to the Knowledge of LPT on any current or previous owner, manager or tenant of the Leased Real Property, from time any Person claiming or asserting any violation of or Liability under Environmental Laws, or demanding payment, contribution, indemnification, remedial action, removal action or any other action or inaction with respect to timeany actual or alleged environmental damage or injury to persons, recover property or natural resources; (iii) to LPT’s Knowledge, there are no conditions or occurrences on, in, at, or under any costsof the Leased Real Property that could give rise to material Liability under Environmental Laws; (iv) LPT has not caused any spill, expenses discharge or liabilitiesRelease of Hazardous Material on, at, about, under or from the Leased Real Property including, but not limited to, any that (A) requires investigation or remediation under Environmental Laws; or, (B) has resulted or could result in any material Liability under Environmental Laws; (v) to LPT’s Knowledge, no building, equipment or other improvement on any Leased Real Property contains any (A) asbestos-containing materials; (B) polychlorinated biphenyls; or (C) underground storage tank for which LPT has any Liability or responsibility, including attorneys' feesunder any lease document; (vi) any storage, incurred recycling, treatment, disposal or offsite transportation of Hazardous Materials by Beneficiary LPT is, and arising from always has been, conducted in compliance in all material respects with Environmental Laws; (vii) to LPT’s Knowledge, none of the offsite locations, a complete list of which is presented in Section 3.2(z)(vii) of the Disclosure Schedule, to which Hazardous Materials related to LPT’s operations have been treated, stored or disposed of, are on, or are proposed for listing on, any breach governmental or regulatory list of any covenantabandoned, warranty unpermitted or agreement pertaining to any environmental lawsnon-complying disposal sites, including in the U.S., the Federal National Priorities List, or any orderanalogous foreign state, consent decree local, provincial, cantonical or settlement relating other Governmental Authority list or otherwise are subject to the cleanup of toxic legal or hazardous waste regulatory action that could result in any material Liability to Buyer or waste productsLPT under any Environmental Law; (viii) LPT does not have any environmental studies, reports, data and assessments or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditorinvestigations, including reduction of Beneficiary's claim against Trustor “Phase I” and “Phase II” reports related to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition or compliance status of the Leased Real Property, unless Trustor otherwise obtained actual knowledge or other properties for which LPT may have Liability, which have been conducted by or on behalf of LPT. The Sellers have furnished to the Buyer correct and complete copies of all such release reports; and (ix) to LPT’s Knowledge, no investigation, administrative order, administrative order by consent, consent order, agreement, litigation or settlement is proposed or in existence or threatened release prior or anticipated, with respect to or arising from environmental, health or safety aspects of the Leased Real Property or in any way related to any Hazardous Materials at, on or about the Leased Real Property or at any off-site location originating from the Leased Real Property, or to the execution and delivery Knowledge of the NoteLPT, at any site or location previously owned, operated or used by LPT.

Environmental. Trustor hereby agrees that Beneficiary may (a) Each Loan Party shall (i) keep the Real Property free of any Environmental Liens; (ii) comply, and take all commercially reasonable efforts to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in ------------- accordance all material respects and provide to Collateral Agent any documentation of such compliance which Collateral Agent or any Lender may reasonably request; (iii) maintain and comply in all material respects with California Code all Governmental Authorizations required under applicable Environmental Laws; (iv) take all efforts to prevent any unpermitted Release of Civil Procedure Section 736Hazardous Materials on, as such Section at, under or migrating from any property owned or operated by any Loan Party; (v) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of Required Lenders, provide the Agents all data, information and reports generated in connection therewith. (b) Each Loan Party shall promptly (but in any event within five (5) Business Days) (i) notify the Agents in writing (A) if it knows, suspects or believes there may be amended from time to timea Release or threatened Release of Hazardous Materials in excess of any reportable quantity or material violation of Environmental Laws in, recover any costsat, expenses on, under or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach part of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Real Property or any portion thereof; improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest or concerning any Real Property, (C) of any material failure to comply with Environmental Law at any Real Property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (D) any Loan Party's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Collateral Agent in accordance with California Code relation to any matter pursuant to this Section 6.9(b). (c) At any time that an Event of Civil Procedure Section 726.5Default relating to an environmental matter has occurred and is continuing, as such Section may be amended from time Collateral Agent or its representative shall have the right but not the duty, during normal business hours, upon reasonable prior notice to timethe Loan Parties, to waive enter and visit any Real Property for the security purposes of observing the Real Property, taking and removing soil or groundwater samples and conducting investigations, audits and tests on any part of the Deed of Trust as to any parcel Real Property, at the sole cost and expense of the Loan Parties, provided that Collateral Agent shall not have any duty to visit or observe the Real Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)to conduct investigations, and as to any Collateral (as defined in the audits or tests. The Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary Parties acknowledge that pursuant to California Code in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of Civil Procedure Section 726.5itself (i) be a representation that Hazardous Materials are or are not present at, Beneficiary's rights in, on, under clause or from the Real Property, or that there has been or will be compliance of any kind with any Environmental Law, or (ii) above are limited to instances in which Trustor otherwise make any Agent or any affiliate, agent, cotenant, partner Lender an owner or joint venturer operator of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery any of the Note and failed Real Property so as to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteimpact any lender liability protections available under Environmental Laws.

Environmental. Trustor hereby agrees that Beneficiary may The Company and each of its Subsidiaries (i) are in ------------- accordance compliance with California Code all, and have not violated any, laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilitiesgovernmental authority, including attorneys' feeswithout limitation any international, incurred by Beneficiary and arising from any breach of any covenantnational, warranty or agreement pertaining to any environmental lawsstate, provincial, regional, or any orderlocal authority, consent decree or settlement relating to the cleanup protection of human health or safety as such relates to exposure to hazardous or toxic substances or hazardous waste wastes or waste productspollutants or contaminants (“Hazardous Substances”), the environment, or any other "environmental provision" (as defined in such Section 736) relating natural resources, or to the Property generation, use, handling, transportation, treatment, storage or any portion thereof; disposal of Hazardous Substances (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received written notice, and no executive officer has received any oral notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or release of Hazardous Substances, except as described in accordance the Registration Statement, the Pricing Disclosure Package, and the Prospectus and in the case of either clauses (i) or (ii), where the failure to comply with California Code or the violation of Civil Procedure Section 726.5such Environmental Laws, or such liability or obligation, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. Except as described in the Pricing Prospectus and the Prospectus, (A) there are no proceedings that are pending, or to the Company’s knowledge, contemplated, against the Company or any of its Subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such Section may proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be amended from time imposed, (B) to timethe Company’s and its Subsidiaries’ knowledge, there are no issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning Hazardous Substances that could reasonably be expected to waive have a material effect on the security capital expenditures, earnings or competitive position of the Deed of Trust as to any parcel Company and its Subsidiaries, and (C) none of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), Company and as its Subsidiaries anticipates incurring material capital expenditures relating to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notecompliance with Environmental Laws.

Environmental. Trustor hereby agrees that Beneficiary may Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent: (ia) Parent and its Subsidiaries are and, since January 1, 2021, have been in ------------- accordance compliance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilitiesall applicable Environmental Laws, including attorneys' fees, incurred by Beneficiary possessing and arising from any breach complying with the terms of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" all Parent Permits required for their operations under applicable Environmental Laws; (b) as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed date of Trust as to any parcel of the Property that this Agreement, there is "environmentally impaired" no Proceeding or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against TrustorOrder pending or, to the extent permitted by such Section 726.5Knowledge of Parent, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that threatened pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited or relating to instances in which Trustor any Environmental Law against Parent or any affiliate, agent, cotenant, partner or joint venturer of Trustor either its Subsidiaries; (ac) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release date of this Agreement, none of Parent or threatened release to Beneficiary in writing after Trustor's written any of its Subsidiaries has received notice or a request for information concerning alleging that Parent or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (d) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by Parent or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to Parent or any of its Subsidiaries pursuant to applicable Environmental Law; (e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by Parent or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by Parent or any of its present or past Subsidiaries or any of their respective predecessors, was during the environmental time of such ownership, lease or operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any Environmental Law; and (f) none of the Propertyproducts manufactured, unless Trustor otherwise obtained actual knowledge distributed or sold by Parent or any of such release its present or threatened release prior to the execution and delivery past Subsidiaries or any of the Notetheir respective predecessors contained asbestos or asbestos-containing material.

Environmental. Trustor hereby agrees that Beneficiary may To the Knowledge of the Company, except as set forth on Schedule 5.14: (i) in ------------- accordance with California Code There are no underground tanks and related pipes, pumps and other facilities at the Real Property of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, the Company or any order, consent decree or settlement relating to of its Subsidiaries containing Hazardous Materials that are the cleanup responsibility of toxic or hazardous waste or waste products, the Company or any other "environmental provision" (as defined in such Section 736) relating of its Subsidiaries and that would reasonably be expected to give rise to a material liability of the Property Company or any portion thereofof its Subsidiaries under any Environmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in accordance with California Code any way incorporated in any building, structure or other form of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive improvement on the security Real Property that are the responsibility of the Deed Company or any of Trust as its Subsidiaries and that would reasonably be expected to give rise to a material liability of the Company or any of its Subsidiaries under any Environmental Law. (b) Each of the Company and its Subsidiaries is presently, and for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to the Real Property or to the Company’s or any of the Company’s Subsidiaries’ business operations. (i) Neither the Company or any of its Subsidiaries has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon such Real Property, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there has been no Release of any Hazardous Material by the Company or any of its Subsidiaries at such Real Property that would reasonably be expected to result in a material liability of the Company or any of its Subsidiaries under any Environmental Law. (d) Neither the Company or any of its Subsidiaries has within the past three (3) years (i) entered into or been subject to any parcel Order with respect to such Real Property; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Company and each of the Company’s Subsidiaries’ activities and operations at such Real Property that is "environmentally impaired" or is an "affected parcel" as currently conducted; and (as ii) any applications for renewal of such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, material Permits have been submitted on a timely basis to the extent permitted by such Section 726.5required under any Environmental Law. (f) Neither the Company nor any of its Subsidiaries has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Law. (g) The Company has made available to the Buyer copies of all material documents, the rights records and remedies of an unsecured creditorinformation in its possession or reasonable control concerning environmental, health or safety liabilities, including reduction previously conducted environmental audits and documents regarding any Release or disposal of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted Hazardous Materials by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor the Company or any affiliateof its Subsidiaries at, agentupon or from such Real Property or formerly owned or leased property. This Section 5.14 sets forth the sole representations and warranties of the Seller Parties with respect to environmental matters, cotenantincluding with respect to any Environmental Law, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsHazardous Material, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteRelease.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) provide the Agents written notice within 5 days of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (bE) had actual knowledge any Environmental Action filed against any Agent or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees that Beneficiary may (i) To the knowledge of BANK ONE, there are no actions, proceedings or investigations pending before any environmental regulatory body, federal or state court with respect to or threatened against or affecting BANK ONE in ------------- accordance with California Code respect of Civil Procedure Section 736any Office under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as such Section may be amended from time to time("CERCLA"), recover or under the any costsfederal, expenses state, local or liabilitiesmunicipal environmental statute, including attorneys' fees, incurred by Beneficiary ordinance or regulation in respect thereof and arising from in connection with any breach release of any covenanttoxic or "hazardous substance," pollutant or contaminant into the "environment," nor, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup best knowledge of the executive officers of BANK ONE, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which BANK ONE is a plaintiff or complainant. To the knowledge of BANK ONE, BANK ONE is not responsible in any material respect under any applicable environmental law for any release by BANK ONE or for any release by an other "Person" at or in the vicinity of any Office of a hazardous or toxic substance, contaminant or pollutant caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous waste wastes or waste productsother chemical substances, pollutants or contaminants into the environment, nor is BANK ONE responsible for any material costs (as a result of the acts or omissions of BANK ONE, or, to the actual knowledge of the executive officers of BANK ONE, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental provision" (regulatory body having jurisdiction over BANK ONE to prevent or minimize any actual or threatened release by BANK ONE on premises any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms as defined in such Section 736) relating to the Property all federal, state and local statutes, regulations or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteordinances.

Environmental. Trustor hereby agrees (a) The property, assets and operations of the Company and its subsidiaries comply in all material respects with all applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that Beneficiary may failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to have a Material Adverse Effect). (b) To the Knowledge of the Company, (i) none of the real properties currently or formerly owned, leased or operated by the Company or any subsidiary (including groundwater under such real properties) (the “Properties”) of the Company and its subsidiaries related thereto, is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a release of any Hazardous Materials into the environment where such expenditures could reasonably be expected to have a Material Adverse Effect, (ii) there are no underground storage tanks present on or under any of the Properties the presence of which could reasonably be expected to have a Material Adverse Effect, and (iii) there are no pending or threatened in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses writing: (A) actions or liabilities, including attorneys' fees, incurred by Beneficiary and arising proceedings from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, governmental agency or any other "environmental provision" (as defined in such Section 736) relating to person or entity regarding the Property disposal of Hazardous Materials, or regarding any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" Hazardous Materials Laws or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsevaluation, or (bB) had actual knowledge liens or notice governmental actions, notices of such release violations, notices of noncompliance or threatened release prior other proceedings of any kind relating to any of the Hazardous Materials Laws with respect to the execution and delivery Properties where such actions, proceedings or liens could reasonably be expected to have a Material Adverse Effect. (c) Neither the Company nor any of its subsidiaries has any liability in connection with any release of any Hazardous Materials into the Note and failed environment, except where such liability would not have, or reasonably be expected to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Propertyhave, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Effect.

Environmental. Trustor hereby agrees that Beneficiary may To the Knowledge of the Buyer, except as set forth on Schedule 6.14: (i) in ------------- accordance with California Code There are no underground tanks and related pipes, pumps and other facilities at the Real Property of Civil Procedure Section 736, as such Section may the Checksmart Parties containing Hazardous Materials that are the responsibility of the Checksmart Parties and that would reasonably be amended from time expected to time, recover give rise to a material liability of the Checksmart Parties under any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereofEnvironmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in accordance with California Code any way incorporated in any building, structure or other form of Civil Procedure Section 726.5, as improvement on such Section may be amended from time to time, to waive Real Property that are the security responsibility of the Deed Checksmart Parties and that would reasonably be expected to give rise to a material liability of Trust as the Checksmart Parties under any Environmental Law. (b) Each of the Checksmart Parties is presently, and for the past three (3) years has been, in compliance in all material respects with all Environmental Laws applicable to such Real Property or to the Checksmart Parties’ business operations. (i) None of the Checksmart Parties has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon such Real Property, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there has been no Release of any Hazardous Material by the Checksmart Parties at such Real Property that would reasonably be expected to result in a material liability of the Checksmart Parties under any Environmental Law. (d) None of the Checksmart Parties has within the past three (3) years (i) entered into or been subject to any parcel Order with respect to such Real Property; (ii) received notice under the citizen suit provisions of the Property that is "environmentally impaired" any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or is an "affected parcel" (as such terms are defined in such Section), and as formal or informal complaint or claim with respect to any Collateral material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Checksmart Parties’ activities and operations at such Real Property as defined in the Loan Agreementcurrently conducted; and (ii) attached to any applications for renewal of such parcel, and thereafter to exercise against Trustor, material Permits have been submitted on a timely basis to the extent permitted by such Section 726.5required under any Environmental Law. (f) None of the Checksmart Parties has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Law. (g) Checksmart has made available to the Seller Representative copies of all material documents, the rights records and remedies of an unsecured creditorinformation in its possession or reasonable control concerning environmental, health or safety liabilities, including reduction previously conducted environmental audits and documents regarding any Release or disposal of Beneficiary's claim against Trustor to judgmentHazardous Materials by the Checksmart Parties at, upon or from such Real Property or formerly owned or leased property. This Section 6.14 sets forth the sole representations and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery warranties of the Note Buyer and failed Checksmart with respect to disclose such release environmental matters, including with respect to any Environmental Law, Hazardous Material or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteRelease.

Environmental. Trustor hereby agrees that Beneficiary may (a) (i) in ------------- accordance with California Code There are no underground tanks and related pipes, pumps and other facilities at any CFC Location containing Hazardous Materials that are the responsibility of Civil Procedure Section 736, as such Section may the any CFC Transferee and that would reasonably be amended from time expected to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach give rise to a material liability of any covenant, warranty or agreement pertaining to CFC Transferee under any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereofEnvironmental Law; and (ii) There is no asbestos nor any asbestos-containing materials used in, applied to or in accordance with California Code any way incorporated in any building, structure or other form of Civil Procedure Section 726.5, as such Section may improvement at any CFC Location that are the responsibility of any CFC Transferee and that would reasonably be amended from time expected to time, give rise to waive the security a material liability of any CFC Transferee under any Environmental Law. (b) Each of the Deed of Trust as CFC Transferees is presently, and for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to any parcel each CFC Location or to the CFC Transferees’ business operations. (c) (i) None of the Property that is "environmentally impaired" CFC Transferees has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or is an "affected parcel" (as such terms are defined processed any Hazardous Materials at any CFC Location, except in such Section), compliance in all material respects with all applicable Environmental Laws; and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited there has been no Release of any Hazardous Material by any CFC Transferee at any CFC Location that would reasonably be expected to instances result in which Trustor a material liability of any CFC Transferee under any Environmental Law. (d) None of the CFC Transferees has within the past three (3) years (i) entered into or been subject to any affiliateOrder with respect to any CFC Location; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, agentnotice, cotenantdemand letter, partner administrative inquiry or joint venturer of Trustor either formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (aiv) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) been subject to or threatened release of toxic with any governmental or hazardous waste or waste products, or citizen enforcement action with respect to any material liability under any Environmental Law. (be) had actual knowledge or notice of such release or threatened release prior to the execution and delivery None of the Note and failed CFC Transferees has contractually agreed to disclose such release assume any material liability of any other Person relating to or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notearising from any Environmental Law.

Environmental. Trustor hereby agrees that Beneficiary may (a) Keep any property either owned or operated by any Borrower, any Guarantor or any of their respective Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Borrower, any Guarantor or any of their respective Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, (d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written notice of any of the following: (i) in ------------- accordance with California Code notice that an Environmental Lien has been filed against any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses the real or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach personal property of any covenantBorrower, warranty or agreement pertaining to any environmental laws, Guarantor or any orderof their respective Subsidiaries, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code commencement of Civil Procedure Section 726.5any Environmental Action or notice that an Environmental Action will be filed against any Borrower, as such Section may be amended from time to time, to waive the security any Guarantor or any of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)their respective Subsidiaries, and as (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to any Collateral result in a Material Adverse Change and (as defined in e) defend, indemnify and hold harmless the Loan Agreement) attached to such parcelAgent, the Lender Group, their respective transferees, and thereafter to exercise their respective employees, agents, officers and directors, from and against Trustorany claims, to demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (i) the extent permitted by such Section 726.5presence, the rights and remedies of an unsecured creditordisposal, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Borrower, any Guarantor or waste productsany of their respective Subsidiaries (or their respective predecessors in interest or title), (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (iv) any violation of any Environmental Law or (bv) had actual knowledge any Environmental Action filed against Agent or notice of such release or threatened release prior to the execution and delivery any member of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender Group.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, Environmental Claim or any orderother liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of toxic the Credit Parties or hazardous waste any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or waste productsin part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (a) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (b) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (c) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5environmental, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productshealth, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notesafety matters.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Lender documentation of such compliance which the Lender reasonably requests; (iii) immediately notify the Lender of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by the Borrower or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required by law to abat▇ ▇▇▇d Release; (iv) promptly provide the cleanup Lender with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to commencement of any Environmental Action or notice that an Environmental Action will be filed against the Property Borrower or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Lender and its transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on any property at any time owned or occupied by the Borrower or any of its Subsidiaries (or its respective predecessors in accordance with California Code interest or title) or at any disposal facility which received Hazardous Materials generated by the Borrower or any of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" its Subsidiaries (or is an "affected parcel" (as such terms are defined its respective predecessors in such Sectioninterest or title), and as to (B) any Collateral personal injury (as defined in the Loan Agreementincluding wrongful death) attached or property damage (real or personal) arising out of or related to such parcelHazardous Materials, and thereafter (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to exercise against Trustorsuch Hazardous Materials, to the extent permitted by such Section 726.5, the rights and remedies (D) any violation of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause Environmental Law and/or (iiE) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteEnvironmental Action.

Environmental. Trustor hereby agrees Except as set forth in Section 3.12 of the Company Disclosure Letter: (a) the Company and its Subsidiaries are in compliance, in all material respects, with applicable Environmental Laws (as defined below), including holding all material permits and authorizations required pursuant to such Laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any facts or circumstances that Beneficiary may would prevent, interfere with, or materially increase the cost of maintaining such compliance in the future; (b) the Owned Real Property and, to the knowledge of the Company, the Leased Real Property (including, in each case, soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substance in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; (c) to the knowledge of the Company, the Real Property formerly owned by any of the Acquired Companies and the Real Property formerly leased by any of the Acquired Companies were not contaminated with any Hazardous Substance during the period of ownership or operation by the Company or any of its Subsidiaries in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; and (d) none of the Acquired Companies has (i) in ------------- accordance with California Code of Civil Procedure Section 736treated, as such Section may be amended from time to timeplaced, recover any costsheld, expenses stored, located, released, transported, handled or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach disposed of any covenantHazardous Substance on, warranty under, from or agreement pertaining to at any environmental laws, of the Company Real Property (or any orderReal Property formerly owned by any of the Acquired Companies) other than in a manner that would not require a response action to protect human health and/or the environment pursuant to applicable Environmental Laws, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security any knowledge of the Deed presence of Trust as to any parcel Hazardous Substances that have been released into the environment on, under or at any of the Company Real Property other than that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as which would not require a response action to any Collateral (as defined in protect human health and/or the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that environment pursuant to California Code Environmental Laws, or (iii) received any written notice (A) of Civil Procedure Section 726.5any material violation of any Environmental Laws that has not been resolved, Beneficiary's rights under clause (iiB) above are limited to instances in which Trustor of the institution or pendency of any material Proceeding by any Governmental Body or any affiliatethird party in connection with any such violation, agent, cotenant, partner (C) requiring the response to or joint venturer remediation of Trustor either (a) caused, contributed to, permitted or acquiesced in the a release (as defined in such Section 726.5) or threatened release of toxic Hazardous Substances at or hazardous waste arising from any of the Company Real Property, (D) alleging non-compliance by the Company or waste productsany of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property. The Company has provided, or (b) had actual knowledge will provide in accordance with Section 5.1 hereof, to Parent all material assessments, reports, data, results of investigations or notice audits, and other information that is in the possession of such release or threatened release prior reasonably available to the execution and delivery of the Note and failed Company regarding environmental matters pertaining to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery business of the NoteCompany and its Subsidiaries, or the compliance (or noncompliance) by the Company or any of its Subsidiaries with any Environmental Laws, and the Company Real Property.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property owned by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) promptly notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries which reasonably could be expected to result in any Loan Party incurring material liabilities; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code a Material Adverse Effect and (v) except in the case of Civil Procedure Section 726.5gross negligence or willful misconduct by the Lender Group as determined by a final judgment of a court of competent jurisdiction, as such Section may be amended from time to timedefend, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" Lenders and their successors or is an "affected parcel" (as such terms are defined in such Section)assigns, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, out-of-pocket costs or expenses (as defined in including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, Release or threatened Release of any Hazardous Materials on any property at any time owned or occupied by any Loan AgreementParty or any of its Subsidiaries, (B) attached any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such parcelHazardous Materials, and thereafter (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to exercise against Trustorsuch Hazardous Materials, to the extent permitted (D) any violation of any Environmental Law by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor Loan Party or any affiliate, agent, cotenant, partner of their respective Subsidiaries and/or (E) any Environmental Action filed against any Agent or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees that Beneficiary may Except as set forth in Schedule 3.13: (iA) in ------------- accordance with California Code of Civil Procedure Section 736The Acquired Companies have not caused or permitted any Hazardous Substances to be manufactured, as such Section may be amended from time to timerefined, recover any coststreated, expenses discharged, disposed of, deposited or liabilitiesotherwise released in, including attorneys' feeson, incurred by Beneficiary and arising under or from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the KeyCom Real Property or any portion thereofReal Property previously owned, leased, occupied, operated, managed, possessed or otherwise held by any of the Acquired Companies other than in compliance in all material respects with applicable Environmental Laws ("Former KeyCom Real Property"); and and (B) To the knowledge of KeyCom, before its lease of any of the KeyCom Real Property or Former KeyCom Real Property, no Hazardous Substances have been manufactured, refined, treated, discharged, disposed of, deposited or otherwise released therein, thereon or therefrom other than in compliance in all material respects with applicable Environmental Laws. (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security None of the Deed of Trust as to Acquired Companies has received any parcel notice that any part of the KeyCom Real Property that or the Former KeyCom Real Property or the operations of the Acquired Companies is "environmentally impaired" the subject of any Proceeding or is an "affected parcel" (as such terms are defined in such Section)Judgment relating to Environmental Matters, and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustorand, to the extent permitted by such Section 726.5knowledge of KeyCom, no part of the rights KeyCom Real Property or the Former KeyCom Real Property or the operations of the Acquired Companies is the subject of any Proceeding or Judgment relating to Environmental Matters. None of the Acquired Companies has received any notice from any governmental authority or other Person regarding any potential claim or liability relating to environmental matters. (iii) Each of the Acquired Companies has provided Emergent and remedies Newco with copies of an unsecured creditorany and all applications, including reduction of Beneficiary's claim against Trustor correspondence, affidavits, reports, forms, maps, plans, studies and other documents relating to judgmentenvironmental matters in their possession, custody or control. These shall include any environmental engineering studies, any tests or testing performed on the KeyCom Real Property or the Former KeyCom Real Property, and copies of any other rights and remedies permitted reports issued by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor any government authority regarding such KeyCom Real Property or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Former KeyCom Real Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.

Environmental. Trustor hereby agrees that Beneficiary may (i) Except as set forth in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security 4.19 of the Deed of Trust Company Disclosure Schedules or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no unresolved written notice, claim, demand, request for information, Order, complaint or penalty has been received by any parcel of the Property that is "environmentally impaired" Debtors or is an "affected parcel" (as such terms are defined in such Section)their Subsidiaries, and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustorthere are no Legal Proceedings pending or, to the extent permitted by such Section 726.5Knowledge of the Company, threatened, in each case, which allege a violation of or liability under any Environmental Laws (including with respect to exposure to Hazardous Materials), in each case relating to any of the rights and remedies of an unsecured creditorDebtors or their Subsidiaries, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice each Debtor and each of their respective Subsidiaries has received and maintained in full force and effect all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since the Lookback Date, has been, in compliance with the terms of such release permits, licenses and other approvals and with all applicable Environmental Laws, (c) none of the Debtors or threatened release prior their Subsidiaries are subject to any Order applicable to it or with respect to its assets arising under Environmental Law, (d) to the execution and delivery Knowledge of the Note and failed to disclose such release Company, no Hazardous Material is located at, on or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition under any property currently or formerly owned, operated or leased by any of the PropertyDebtors or their Subsidiaries that has given rise or would reasonably be expected to give rise to any cost, unless Trustor otherwise obtained actual knowledge liability or obligation of such release or threatened release prior to the execution and delivery any of the NoteDebtors or their Subsidiaries under any Environmental Laws, (e) no Hazardous Material has been Released, generated, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and none of the Debtors or their Subsidiaries has arranged for or permitted the disposal of Hazardous Material at any location, in each case, in a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors or their Subsidiaries has under any Environmental Laws, and (f) none of Debtors or their Subsidiaries has, either expressly or by operation of Law, assumed any liabilities or obligations of any other Person arising under or relating to Environmental Laws that remains unresolved.

Environmental. Trustor hereby agrees (a) With respect to the Subject Assets, neither EXCO nor any Contributed Company has entered into, or is subject to, any agreements, consents, orders, decrees, judgments, license or permit conditions, or other directives of any Governmental Authority in existence as of the date of this Agreement based on any Environmental Laws that Beneficiary may relate to the future use of any of the Subject Assets and that require any remediation or other change in the present conditions of any of the Subject Assets. (b) Except as set forth in Schedule 4.14, as of the date of this Agreement neither EXCO nor any Contributed Company has received written notice from any Person of any release, disposal, event, condition, circumstance, activity, practice or incident concerning any land, facility, asset or property included in the Subject Assets that: (i) in ------------- accordance interferes with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover or prevents compliance by any costs, expenses Contributed Company or liabilities, including attorneys' fees, incurred by Beneficiary and arising from the Subject Assets with any breach Environmental Law or the terms of any covenantpermits, warranty licenses, orders, approvals, variances, waivers, franchises, rights or agreement pertaining to any environmental laws, other authorizations issued pursuant thereto; or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) gives rise to or results in accordance with California Code any common law or other liability of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as any Contributed Company to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Person which, and as to any Collateral (as defined in the Loan Agreementcase of either clause (i) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause or (ii) above are limited to instances in which Trustor or any affiliatehereof, agentwould have a Material Adverse Effect. (c) To EXCO’s Knowledge, cotenantall material reports, partner or joint venturer of Trustor either (a) causedstudies, contributed towritten notices from environmental Governmental Authorities, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productstests, or (b) had actual knowledge or notice of such release or threatened release prior analyses, and other documents specifically addressing environmental matters related to the execution and delivery ownership or operation of the Note Subject Assets, which are in EXCO’s or its Affiliates’ possession, have been made available to BG. (d) Except as set forth in Schedule 4.14 and failed except for any matters that BG has claimed as Environmental Defects pursuant to disclose such release or threatened release Section 12.1(a), to Beneficiary in writing after Trustor's written request for information concerning the environmental condition EXCO’s Knowledge, there are no material uncured violations of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior any applicable Environmental Laws with respect to the execution Contributed Companies or the Subject Assets and delivery no material obligations to remediate conditions by the Contributed Companies upon the Subject Assets under applicable Environmental Law (and no such obligation would arise as a result of the Notenotice or lapse of time or both).

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as set forth in Schedule 3.13 of the Company Disclosure Letter: (i) the operations of the Company and its Subsidiaries comply in ------------- accordance all material respects with California Code all applicable Environmental Laws; *CONFIDENTIAL TREATMENT REQUESTED (ii) the Company and its Subsidiaries have obtained all environmental, health and safety Permits necessary for their operation, and all such Permits are in good standing and the Company and its Subsidiaries are in compliance in all material respects with all terms and conditions of Civil Procedure Section 736such permits; (iii) none of the Company and its Subsidiaries nor any of their past or present operations or properties is subject to any on-going investigation by, as such Section may be amended order from time to timeor agreement with any Person respecting (A) any Environmental Law, recover (B) any costs, expenses Remedial Action or liabilities, including attorneys' fees, incurred by Beneficiary and (C) any Claim arising from any breach the Release or threatened Release of any covenant, warranty or agreement pertaining a Contaminant into the environment; (iv) the Company and its Subsidiaries are not subject to any environmental lawsOrder alleging or addressing a violation or liability under any Environmental Law; (v) the Company and its Subsidiaries have not: (A) reported a Release of a hazardous substance pursuant to Section 103(a) of CERCLA, or any orderstate equivalent; (B) filed a notice pursuant to Section 103(c) of CERCLA; (C) filed notice pursuant to Section 3010 of RCRA indicating the generation of any hazardous waste, consent decree as that term is defined under 40 CFR Part 261 or settlement relating any state equivalent; or (D) filed any notice under any applicable Environmental Law reporting a substantial violation of any applicable Environmental Law; (vi) there is not now, nor to the cleanup Knowledge of toxic the Company, has there ever been, on or in any Company Property: (A) any treatment, recycling, storage or disposal of any hazardous waste waste, as that term is defined under 40 CFR Part 261 or any state equivalent, that requires or required a Permit pursuant to Section 3005 of RCRA; or (B) any underground storage tank or surface impoundment or landfill or waste productspile; (vii) there is not now on or in any Company Property any polychlorinated biphenyls (PCB) used in pigments, hydraulic oils, electrical transformers or other equipment; *CONFIDENTIAL TREATMENT REQUESTED (viii) neither the Company not any other "environmental provision" (as defined in such Section 736) relating of its Subsidiaries have received any notice or claim to the Property effect that it is or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time liable to time, to waive the security any Person as a result of the Deed Release or threatened Release of Trust as a Contaminant; (ix) no Environmental Encumbrance has attached to any parcel Company Property; and (x) any asbestos-containing material which is on or part of any Company Property is in good repair according to the Property that is "environmentally impaired" or is an "affected parcel" (as current standards and practices governing such terms are defined in such Section)material, and as to its presence or condition does not violate any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notecurrently applicable Environmental Law.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) immediately notify the Agents of any material Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required by Environmental Laws to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party, or (bE) had actual knowledge any Environmental Action filed against any Agent or notice of such release or threatened release prior any Lender, except to the execution and delivery extent such claim arises out of the Note and failed to disclose such release gross negligence or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition willful misconduct of the Property, unless Trustor otherwise obtained actual knowledge any Agent or any Lender as determined by a final judgment of such release or threatened release prior to the execution and delivery a court of the Notecompetent jurisdiction.

Environmental. Trustor hereby agrees (a) Holdings will deliver to the Administrative Agent and the Lenders promptly after any officer of Holdings or any Subsidiaries obtains knowledge thereof, notice of the following environmental developments to the extent that Beneficiary may such environmental developments, either individually or when aggregated with all such other environmental developments, could reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property: (i) in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses pending or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, threatened Environmental Claim against Holdings or any orderSubsidiaries or any Facility; (ii) any Release or threatened Release of Hazardous Materials at, consent decree or, from or settlement relating to the cleanup of toxic or hazardous waste or waste productsunder, or any other "environmental provision" condition or occurrence on, at or affecting, any Facility that could reasonably be expected to cause such Facility to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Holdings or any Subsidiaries of such Facility under any Environmental Law; or (as defined in such Section 736iii) relating the taking of any response, removal or remedial action to the Property extent required by any Environmental Law or any portion thereof; Governmental Authority as a result of the Release or threatened Release of any Hazardous Materials on, at, under or from any Facility. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Holdings’ or such Subsidiary’s response thereto. (b) Subject to Section 5.9(d), Holdings will deliver to the Administrative Agent and the Lenders with reasonable promptness, such documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9. (c) Holdings will (i) comply, and will cause each of the Subsidiaries to comply, with all Environmental Laws and Environmental Permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of any Facility, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Facilities free and clear of any Liens imposed pursuant to such Environmental Laws, other than Permitted Liens and (ii) conduct any investigation, sampling, containment, removal, response or remedial action or monitoring at any Facility required by Environmental Law or any Governmental Authority or that is otherwise necessary to maintain the value, use and marketability of such Facility for industrial purposes or to assess or avoid any material liability under Environmental Laws. (d) Right of Access and Inspection. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 5.9(a), or (ii) if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, Holdings will prepare and provide to the Administrative Agent an environmental report with respect to any matter disclosed pursuant to Section 5.9(a) or, if an Event of Default has occurred and is continuing, with respect to any Facility (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under any Facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if Holdings does not prepare an Environmental Report or conduct the requested tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to Holdings, retain an environmental consultant, at Holdings’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. Holdings and the Subsidiaries will provide the Administrative Agent and its consultants with access to the Facilities during normal business hours in order to complete any necessary inspections or sampling in accordance with California Code this Section 5.9(d). The Administrative Agent will make commercially reasonable efforts to conduct any such investigations so as to avoid unreasonably interfering with the operation of Civil Procedure the Facility. (ii) The exercise of the Administrative Agent’s rights under Section 726.55.9(d)(i) shall not constitute a waiver of any default by Holdings or the Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit, observation, test or investigation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, which shall not be unreasonably withheld, neither Holdings nor any other party shall be entitled to rely on any site visit observation, test or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings or any other party against, or to inform Holdings or any other party of, any Hazardous Materials or any other adverse environmental condition affecting any of the Facilities. The Administrative Agent may in its reasonable discretion disclose to Holdings or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such Section report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give Holdings prior notice of such disclosure and afford Holdings the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford Holdings the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Holdings acknowledges that it or its Subsidiaries may be amended from time obligated to timenotify relevant Governmental Authorities regarding the results of any site visit, to waive observation, testing or investigation by the security of the Deed of Trust as to any parcel of the Property Administrative Agent and that is "environmentally impaired" or is an "affected parcel" (as such terms reporting requirements are defined in such Section)site and fact-specific, and are to be evaluated by Holdings without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(d)(ii) shall be construed as to releasing the Administrative Agent or the Lenders from any Collateral (as defined in the Loan Agreement) attached to liability resulting from such parcelsite visit, and thereafter to exercise against Trustorobservation, testing or investigation to the extent permitted by such Section 726.5, the rights and remedies incurred as a result of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor their gross negligence or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release willful misconduct (as defined determined by a court of competent jurisdiction in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution a final and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notenon-appealable decision).

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) provide Agent written notice within five (5) days of any Release of a Hazardous Material in ------------- accordance excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws to abate such Release; and (iii) provide Agent with California Code written notice with▇▇ ▇▇n (10) days of Civil Procedure Section 736the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, as citation or other administrative order which could have a Material Adverse Effect, (iv) comply, and cause each of its Subsidiaries to comply with Environmental Laws and provide to Agent any documentation of such Section compliance which Agent may be amended reasonably request; and (v) defend, indemnify and hold harmless Agent and Lenders and their respective transferees, and their respective employees, Agent, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any breach of property at any covenant, warranty time owned or agreement pertaining to operated by any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law by a Loan Party or any other "environmental provision" of its Subsidiaries and/or (as defined in such Section 736E) relating to the Property any Environmental Action filed against Agent or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to Administrative Agent any documentation of such compliance which Administrative Agent may reasonably request; (iii) provide Administrative Agent written notice within 5 days of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Administrative Agent with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless Administrative Agent and the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (bE) had actual knowledge any Environmental Action filed against Administrative Agent or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) provide the Agents written notice within five (5) days of any Release of a Hazardous Material in ------------- accordance excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws to ▇▇▇▇▇ said Release; and (iii) provide the Agents with California Code written notice within ten (10) days of Civil Procedure Section 736the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, as citation or other administrative order which could have a Material Adverse Effect, (iv) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such Section compliance which the Agent may be amended reasonably request; and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any breach of property at any covenant, warranty time owned or agreement pertaining to operated by any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws; (iii) provide the Agents written notice within 10 Business Days after any Release of a Hazardous Material in excess of any reportable quantity under Environmental Laws from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to abate said Release; (iv) provide the cleanup Agents with written notice wit▇▇▇ ▇0 Business Days after the receipt of toxic or hazardous waste or waste products, any of the following: (A) notice that an Environmental Lien has been filed against any owned property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of an Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in the Loan Agreementincluding attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) attached to incurred by or asserted against such parcel, and thereafter to exercise against Trustor, Person to the extent permitted by such Section 726.5arising out of (A) the presence, the rights and remedies of an unsecured creditordisposal, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (bE) had actual knowledge any Environmental Action filed against any Agent or notice of such release or threatened release prior any Lender; provided that no Loan Party shall have any obligation under clause (v) to the execution and delivery extent that the condition arises out of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior relates to the execution and delivery gross negligence or willful misconduct of any indemnified party or its agents or representatives or results in a violation of Environmental Laws or the Notepresence or release of Hazardous Materials that first occur at a particular property after that property has been transferred to any indemnified party or their successors or assigns.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code No Credit Party nor any of Civil Procedure Section 736, as such Section may be amended from time to time, recover its Subsidiaries nor any costs, expenses of their respective Facilities or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining operations are subject to any environmental laws, or any outstanding written order, consent decree or settlement 41 agreement with any Person relating to the cleanup of toxic or hazardous waste or waste productsany Environmental Law, any Environmental Claim, or any other "environmental provision" Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the Closing Date and each Credit Date, no Credit Party nor any of its Subsidiaries has received any letter or written request from any Governmental Authority for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. (S) 9604) or any comparable state law. There are and, to each Credit Party's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Holdings nor any of its Subsidiaries nor, to any Credit Party's knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any facility, and none of Holdings's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent except for ordinary business activities that could not reasonably be expected to have, individually or in such Section 736) the aggregate, a Material Adverse Effect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to the Property any Environmental Law, any Release of Hazardous Materials, or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" Hazardous Materials Activity which individually or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsaggregate has had, or (b) had actual knowledge or notice of such release or threatened release prior could reasonably be expected to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Propertyhave, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Effect.

Environmental. Trustor hereby agrees Except as set forth on Schedule 4.11: (a) Primo Parent and each of the Primo Subsidiaries has complied and is in compliance in all material respects with all Environmental Law, including obtaining and complying with all material Permits that Beneficiary may are required pursuant to any Environmental Law; (b) none of the following exists at any location owned or leased by Primo Parent or any of the Primo Subsidiaries: (i) in ------------- accordance with California Code of Civil Procedure Section 736underground storage tanks containing Hazardous Substances, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5friable asbestos-containing materials, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" (iii) materials or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsequipment containing polychlorinated biphenyls, or (biv) had actual knowledge landfills, surface impoundments, or notice of such release Hazardous Substance disposal areas, in each case owned or threatened release prior to the execution and delivery operated by Primo Parent or any of the Note and failed Primo Subsidiaries or reasonably expected to disclose such release or threatened release give rise to Beneficiary in writing after Trustor's written request for information concerning the environmental condition any material Liability under applicable Environmental Law; (c) Neither Primo Parent nor any of the PropertyPrimo Subsidiaries has treated, unless Trustor otherwise obtained actual knowledge of such release stored, disposed of, arranged for or threatened release prior permitted the disposal of, transported, handled or released any Hazardous Substance in a manner that has given or would reasonably be expected to the execution and delivery give rise to any material Liability, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law; (d) Neither Primo Parent nor any of the NotePrimo Subsidiaries has received any written notice, report or other information regarding any actual or alleged violation of any Environmental Law or any Liabilities or potential Liabilities under Environmental Law; (e) neither this Agreement nor the Transactions will create any material Liability on behalf of Primo Parent or any of the Primo Subsidiaries for site investigation or cleanup, or Consent of any Governmental Body, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Law; and (f) Neither Primo Parent nor any of the Primo Subsidiaries has, either expressly or by operation of Law, assumed or undertaken any material Liability of any other Person under any Environmental Law.

Environmental. Trustor hereby agrees Parent will, and will cause each of its Subsidiaries to, (a) Keep any property owned by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens other than those with respect to Environmental Liabilities that Beneficiary may are the subject of a Permitted Protest, (b) Comply with Environmental Laws, except where such noncompliance would not reasonably be expected to result individually or in the aggregate in a material Environmental Liability, and to provide Agent documentation of such compliance which Agent reasonably requests, (c) Promptly notify Agent of any release of which Parent has knowledge of a Hazardous Material in any reportable quantity as required pursuant to any applicable Environmental Law from or onto property owned or operated by Parent or its Subsidiaries and take any Remedial Actions required by a Governmental Authority or applicable Environmental Law to ▇▇▇▇▇ said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within five Business Days of its written receipt thereof, provide Agent with written notice of any of the following: (i) in ------------- accordance with California Code notice that an Environmental Lien has been filed against any of Civil Procedure Section 736the Real Property of Parent or its Subsidiaries, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code commencement of Civil Procedure Section 726.5any Environmental Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, as such Section may be amended or (iii) written notice of a violation, citation, or other administrative order from time a Governmental Authority to timeParent or its Subsidiaries arising under Environmental Law that, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies case of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause either (ii) above are limited or (iii) above, could reasonably be expected to instances result in which Trustor Parent or any affiliateSubsidiary incurring, agent, cotenant, partner individually or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) aggregate, material Environmental Liabilities or threatened release otherwise materially impairing the value or transferability of toxic any Real Property owned by or hazardous waste operated by Parent or waste products, or (b) had actual knowledge or notice any of such release or threatened release prior its Subsidiaries. The matters disclosed on Schedule 4.11 to the execution and delivery of the Note and failed Disclosure Letter shall be deemed exceptions to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notethis Section 5.9.

Environmental. Trustor hereby agrees that Beneficiary may (a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000, or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply with Environmental Laws where any such failure to comply could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $500,000 and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries which could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $500,000 and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice - 84 - that an Environmental Lien which could, individually or in ------------- accordance with California Code of Civil Procedure Section 736the aggregate, as such Section may reasonably be amended from time expected to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining secure a liability to any environmental laws, Borrower or any orderof its Subsidiaries in excess of $500,000 has been filed against any of the real or personal property of Borrower or its Subsidiaries, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code commencement of Civil Procedure Section 726.5, as such Section may any Environmental Action or notice that an Environmental Action will be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" filed against Borrower or is an "affected parcel" (as such terms are defined in such Section)its Subsidiaries, and as to any Collateral (as defined in the Loan Agreementiii) attached to such parcelnotice of a violation, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productscitation, or (b) had actual knowledge or notice of such release or threatened release prior other administrative order which reasonably could be expected to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary result in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Change.

Environmental. Trustor hereby agrees (a) Holdings will deliver to the Administrative Agent and the Lenders promptly after any officer of Holdings or any Subsidiaries obtains knowledge thereof, notice of the following environmental developments to the extent that Beneficiary may such environmental developments, either individually or when aggregated with all such other environmental developments, could reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property: (i) in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses pending or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, threatened Environmental Claim against Holdings or any orderSubsidiaries or any Facility; (ii) any Release or threatened Release of Hazardous Materials at, consent decree or, from or settlement relating to the cleanup of toxic or hazardous waste or waste productsunder, or any other "environmental provision" condition or occurrence on, at or affecting, any Facility that could reasonably be expected to cause such Facility to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Holdings or any Subsidiaries of such Facility under any Environmental Law; or (as defined in such Section 736iii) relating the taking of any response, removal or remedial action to the Property extent required by any Environmental Law or any portion thereof; Governmental Authority as a result of the Release or threatened Release of any Hazardous Materials on, at, under or from any Facility. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Holdings’ or such Subsidiary’s response thereto. (b) Subject to Section 5.9(d), Holdings will deliver to the Administrative Agent and the Lenders with reasonable promptness, such documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9. (c) Holdings will (i) comply, and will cause each of the Subsidiaries to comply, with all Environmental Laws and Environmental Permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of any Facility, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Facilities free and clear of any Liens imposed pursuant to such Environmental Laws, other than Permitted Liens and (ii) conduct any investigation, sampling, containment, removal, response or remedial action or monitoring at any Facility required by Environmental Law or any Governmental Authority or that is otherwise necessary to maintain the value, use and marketability of such Facility for industrial purposes or to assess or avoid any material liability under Environmental Laws. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 5.9(a), or (ii) if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, Holdings will prepare and provide to the Administrative Agent an environmental report with respect to any matter disclosed pursuant to Section 5.9(a) or, if an Event of Default has occurred and is continuing, with respect to any Facility (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under any Facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if Holdings does not prepare an Environmental Report or conduct the requested tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to Holdings, retain an environmental consultant, at Holdings’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. Holdings and the Subsidiaries will provide the Administrative Agent and its consultants with access to the Facilities during normal business hours in order to complete any necessary inspections or sampling in accordance with California Code this Section 5.9(d). The Administrative Agent will make commercially reasonable efforts to conduct any such investigations so as to avoid unreasonably interfering with the operation of Civil Procedure the Facility. (ii) The exercise of the Administrative Agent’s rights under Section 726.55.9(d)(i) shall not constitute a waiver of any default by Holdings or the Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit, observation, test or investigation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, which shall not be unreasonably withheld, neither Holdings nor any other party shall be entitled to rely on any site visit observation, test or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings or any other party against, or to inform Holdings or any other party of, any Hazardous Materials or any other adverse environmental condition affecting any of the Facilities. The Administrative Agent may in its reasonable discretion disclose to Holdings or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such Section report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give Holdings prior notice of such disclosure and afford Holdings the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford Holdings the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Holdings acknowledges that it or its Subsidiaries may be amended from time obligated to timenotify relevant Governmental Authorities regarding the results of any site visit, to waive observation, testing or investigation by the security of the Deed of Trust as to any parcel of the Property Administrative Agent and that is "environmentally impaired" or is an "affected parcel" (as such terms reporting requirements are defined in such Section)site and fact-specific, and are to be evaluated by Holdings without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(d)(ii) shall be construed as to releasing the Administrative Agent or the Lenders from any Collateral (as defined in the Loan Agreement) attached to liability resulting from such parcelsite visit, and thereafter to exercise against Trustorobservation, testing or investigation to the extent permitted by such Section 726.5, the rights and remedies incurred as a result of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor their gross negligence or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release willful misconduct (as defined determined by a court of competent jurisdiction in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution a final and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notenon-appealable decision).

Environmental. Trustor hereby agrees Except as to matters that Beneficiary may would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining each case relating to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel Debtors, (b) each Debtor has received (including timely application for renewal of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Sectionsame), and as to any Collateral (as defined maintained in the Loan Agreement) attached to such parcelfull force and effect, all environmental permits, licenses and other approvals, and thereafter to exercise against Trustorhas maintained all financial assurances, in each case to the extent permitted by such Section 726.5, the rights necessary for its operations to comply with all applicable Environmental Laws and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgmentis, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other rights than future costs, liabilities and remedies permitted obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by law. Trustor any of the Debtors, and Beneficiary acknowledge no Hazardous Material has been transported to or Released at any location in a manner that pursuant would reasonably be expected to California Code give rise to any cost, liability or obligation of Civil Procedure Section 726.5any of the Debtors under any Environmental Laws other than future costs, Beneficiary's rights under clause liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, and (iie) above there are limited to instances no agreements in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.Debtors has expressly 35

Environmental. Trustor hereby agrees (a) The property, assets and operations of the Company and its subsidiaries comply in all material respects with all applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that Beneficiary may failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to have a Material Adverse Effect). (b) To the Knowledge of the Company, (i) none of the real properties currently or formerly owned, leased or operated by the Company or any subsidiary (including groundwater under such real properties) (the "Properties") of the Company and its subsidiaries related thereto, is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a release of any Hazardous Materials into the environment where such expenditures could reasonably be expected to have a Material Adverse Effect, (ii) there are no underground storage tanks present on or under any of the Properties the presence of which could reasonably be expected to have a Material Adverse Effect, and (iii) there are no pending or threatened in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses writing: (A) actions or liabilities, including attorneys' fees, incurred by Beneficiary and arising proceedings from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, governmental agency or any other "environmental provision" (as defined in such Section 736) relating to person or entity regarding the Property disposal of Hazardous Materials, or regarding any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" Hazardous Materials Laws or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsevaluation, or (bB) had actual knowledge liens or notice governmental actions, notices of such release violations, notices of noncompliance or threatened release prior other proceedings of any kind relating to any of the Hazardous Materials Laws with respect to the execution and delivery Properties where such actions, proceedings or liens could reasonably be expected to have a Material Adverse Effect. (c) Neither the Company nor any of its subsidiaries has any liability in connection with any release of any Hazardous Materials into the Note and failed environment, except where such liability would not have, or reasonably be expected to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Propertyhave, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Effect.

Environmental. Trustor hereby agrees (a) The Borrower will deliver to the Administrative Agent for distribution to all Lenders as soon as practicable after the occurrence thereof, written notice describing in reasonable detail (1) any Release of any Hazardous Materials required to be reported to any Governmental Authority under any applicable Environmental Laws and that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (2) any remedial action taken by any Loan Party or any other Person in response to (A) any Release of any Hazardous Materials which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) any Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Property of a Loan Party that Beneficiary could cause such Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; provided that no such notice or description shall be required to be delivered to the extent that the delivery thereof (x) would violate any confidentiality undertaking or obligation binding on any Loan Party with an unaffiliated third person or (y) compromise or result in a loss or waiver of the privileges afforded by the attorney work product doctrine or attorney-client privilege. (b) The Borrower will deliver to the Administrative Agent for distribution to all Lenders as soon as practicable following the sending or receipt thereof by any Loan Party, a copy of any written communications with respect to (1) any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority that, individually or in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Loan Party may be potentially responsible for any Release of Hazardous Materials that, individually or in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect; provided that no such written communication shall be required to be delivered to the extent that the delivery thereof (x) would violate any confidentiality undertaking or obligation binding on any Loan Party with an unaffiliated third person or (y) compromise or result in a loss or waiver of the privileges afforded by the attorney work product doctrine or attorney-client privilege. (c) The Borrower shall promptly take, and shall cause each other Loan Party promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by any Loan Party that could reasonably be expected to have, individually or in ------------- accordance with California Code of Civil Procedure Section 736the aggregate, as such Section may be amended from time to timea Material Adverse Effect, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as make an appropriate response to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as Environmental Claim against any Loan Party and discharge any obligations such terms are defined in such Section), and as Loan Party may have to any Collateral (as defined Person thereunder where failure to do so could reasonably be expected to have, individually or in the Loan Agreement) attached to such parcelaggregate, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notea Material Adverse Effect.

Environmental. Trustor hereby agrees that Beneficiary may Except as set forth in Section 3.2(u) of the Disclosure Schedule, or as would not cause, individually or in the aggregate, a Material Adverse Effect: (i) the Company and each of the Subsidiaries is and has been at all times in ------------- accordance compliance with California Code all applicable Environmental Laws and is in possession of, and in compliance with, all Permits relating to Environmental Laws necessary or legally required to carry on and conduct the Business as presently conducted, and a complete list of Civil Procedure such Permits is listed in Section 7363.2(u)(i) of the Disclosure Schedule, and all such Permits are in full force and effect, and each of the Company and the Subsidiaries has made timely application for renewals of all such Permits as such Section may be amended from time required by applicable Law; (ii) no written notice, demand, or claim has been received by or served on the Company or any of the Subsidiaries, nor to timethe Knowledge of the Company, recover on any costscurrent or previous owner, expenses manager or liabilitiestenant of the Owned Real Property or Leased Real Property, including attorneys' fees, incurred by Beneficiary and arising from any breach Person claiming or asserting any violation of or potential Liability or Liability under any covenant, warranty or agreement pertaining to any environmental lawsEnvironmental Laws, or any orderdemanding payment, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste productscontribution, indemnification, remedial action, removal action or any other "action or inaction with respect to any actual or alleged environmental provision" damage or injury to persons, property or natural resources; (as defined in such Section 736iii) relating none of the Company or any of the Subsidiaries has, nor to the Knowledge of the Company has any third party, spilled, discharged or Released Hazardous Materials on, at, about, under or from the Leased Real Property or Owned Real Property including any portion thereof; that has resulted or could result in any Liability under Environmental Laws; (iv) the Company has made available to the Buyer copies of all environmental studies, reports, data and (ii) in accordance with California Code of Civil Procedure Section 726.5assessments or investigations, as such Section may be amended from time including “Phase I” and “Phase II” reports, related to time, to waive the security environmental condition or compliance status of the Deed of Trust as to Leased Real Property and Owned Real Property, or other properties for which either the Company or any parcel of the Property Subsidiaries may have Liability, which have been conducted by or on behalf of the Company or any of the Subsidiaries or that is "environmentally impaired" are otherwise in the Company’s or is an "affected parcel" any of the Subsidiaries’ possession or control (as such terms are defined in such Sectionspecifically excluding any environmental audits performed by the Seller), and as a complete listing of all such materials made available is set forth in Section 3.2(u)(iv) of the Disclosure Schedule; (v) none of the Company or any of the Subsidiaries has discharged or disposed of, or arranged for the disposal of, or Released any Hazardous Material, other than in conformity with Environmental Law, at any Owned Real Property or Leased Real Property, or, in connection with the Business, at any other facility, location, or other site; (vi) none of the Company or any of the Subsidiaries has received any written notice or written request for information, notice of claim, demand or notification that it is or may be potentially responsible with respect to any Collateral (as defined in the Loan Agreement) attached investigation or Remedial Action relating to such parcelHazardous Materials, and thereafter to exercise against Trustorthe Company’s Knowledge, none of the Company or any of the Subsidiaries has been designated a potentially responsible party for Remedial Action, in connection with any Owned Real Property or Leased Real Property, with respect to the Business, at any other facility, location, or other site; (vii) except for such use or storage of Hazardous Material as is incidental to the conduct of the Business, which use and storage is or has been in compliance with Environmental Laws in all respects, and which use and storage has not caused any condition in violation of Environmental Laws or that requires Remedial Action, no Owned Real Property or Leased Real Property has been used by the Company or any of the Subsidiaries for the storage, treatment, generation, processing, production or disposal of any Hazardous Material or as a landfill or other waste disposal site in violation of any Environmental Law; (viii) underground storage tanks are not presently located on or under any Owned Real Property or Leased Real Property or, to the extent permitted by such Section 726.5Company’s Knowledge, in connection with the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and Business at any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code facility, location or other site; (ix) with the exception of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor any claim not yet served upon or otherwise asserted against the Company or any affiliateof the Subsidiaries by a Person not a party to this Agreement, agentthere are no pending or unresolved claims against the Company, cotenantany of the Subsidiaries, partner or joint venturer the Business for investigatory costs, cleanup, removal, remedial or response costs, or natural resource damages arising out of Trustor either any Releases or threat of Release of any Hazardous Material at any Owned Real Property or Leased Real Property or, with respect to the Business or at any other facility, location or other site; (ax) caused, contributed to, permitted or acquiesced in the release no polychlorinated biphenyls (as defined in such Section 726.5“PCBs”) or threatened release of toxic asbestos-containing materials are located at or hazardous waste in any Owned Real Property or waste productsLeased Real Property, or (b) had actual knowledge or notice of such release or threatened release prior or, to the execution and delivery Company’s Knowledge, with respect to the Business at any other facility, location or other site, in violation of Environmental Laws or which require Remedial Action; (xi) no assets of the Note and failed to disclose such release Company or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition any of the PropertySubsidiaries have come to be located at any site that is within a designated study area or that is listed or formally proposed for listing under CERCLA or, unless Trustor otherwise obtained to the Knowledge of the Company, under the Comprehensive Environmental Response Corporation and Liability Information System (“CERCLIS”); and (xii) to the Knowledge of the Company (which, for purposes of this Section 3.2(u)(iii) only, shall include the actual knowledge of such release the individuals listed in the definition of “Knowledge of the Company” only, without any reasonable inquiry), and apart from any facts and circumstances covered solely by representations made in Section 3.2(u)(i)-(xi), there are no facts or threatened release prior circumstances relating to environmental matters concerning the Owned Real Property or the Leased Real Property or the Business that are reasonably likely to lead to the execution and delivery assertion by any third person of any environmental Liabilities in the future against the Company, any of the NoteSubsidiaries, or the Buyer. Except as set forth in this Section 3.2(u), no representations or warranties are being made with respect to Hazardous Materials or Environmental Laws.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause it Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Lender documentation of such compliance which the Lender reasonably requests; (iii) immediately notify the Lender of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by the Parent or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Lender with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of the Parent or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to commencement of any Environmental Action or notice that an Environmental Action will be filed against the Property Parent or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Lender and its transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on any property at any time owned or occupied by the Parent or any of its Subsidiaries (or its respective predecessors in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" interest or is an "affected parcel" (as such terms are defined in such Sectiontitle), and as to (B) any Collateral personal injury (as defined in the Loan Agreementincluding wrongful death) attached or property damage (real or personal) arising out of or related to such parcelHazardous Materials, and thereafter (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to exercise against Trustorsuch Hazardous Materials, to the extent permitted by such Section 726.5, the rights and remedies (D) any violation of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause Environmental Law and/or (iiE) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteEnvironmental Action.

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in ------------- accordance all material respects with California Code Environmental Laws and provide to the Collateral Agent any documentation of Civil Procedure Section 736such compliance which the Collateral Agent may reasonably request; (iii) within the notification period provided under applicable Environmental Law, as such Section may notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under applicable Environmental Law to abate said Release; (iv) promptly provide the Agents with written ▇▇▇▇▇e within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be amended filed against any Loan Party or any of its Subsidiaries which could reasonable be expected to result in a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising from any breach out of (A) the presence, disposal, Release or threatened Release of any covenant, warranty Hazardous Materials on any property at any time owned or agreement pertaining to occupied by any environmental laws, Loan Party or any orderof its Subsidiaries, consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials on any property at any time owned or occupied by any Loan Party or any of its Subsidiaries, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic such Hazardous Materials on any property at any time owned or hazardous waste or waste products, occupied by any Loan Party or any other "environmental provision" of its Subsidiaries, (as defined in such Section 736D) any violation of any Environmental Law by any Loan Party or any of its Subsidiaries and/or (E) any Environmental Action filed against any Agent or any Lender relating to the Property this Agreement or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from property at any time to time, to waive the security of the Deed of Trust as to owned or occupied by any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor Party or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteits Subsidiaries.

Environmental. Trustor hereby agrees that Beneficiary may (i) Except as set forth in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either Schedule 5.17: (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsthere are no Actions pending, or to the Knowledge of such Seller, threatened in writing before any Governmental Authority against such Subject Company or its Subsidiaries relating to any violation or breach of or liability under any Environmental Laws with respect to such Subject Company’s or its Subsidiaries’ ownership or operation of any Asset; (b) had actual knowledge neither such Subject Company nor its Subsidiaries has entered into any agreements, consents, Orders, decrees or notice judgments with any Governmental Authorities based on any violations of or liability under Environmental Laws by such Subject Company or its Subsidiaries that relate to the future use of the Assets and that require any material future Remediation; (c) to the Knowledge of such release or threatened release prior Seller as of the Execution Date, and except as would not reasonably be expected to be material and adverse to the execution and delivery Business of such Subject Company Group, taken as a whole, there has been no release, treatment, storage, disposal, arrangement for or permitting of the Note and failed disposal, transportation or handling of, exposure to, or contamination by, any Hazardous Substances that has given or would give rise to disclose material liability to or in favor of any other Person under Environmental Laws relating to such release Hazardous Substances; (d) neither such Subject Company nor its Subsidiaries have received written notice or threatened release report from any Governmental Authority or other Person relating to Beneficiary in writing after Trustor's written request for information concerning the environmental condition a material violation of, or material liability under, Environmental Laws, including any of the Propertyforegoing asserting that any of the Assets operated by such Subject Company or its Subsidiaries is the subject of any material Remediation, unless Trustor otherwise obtained removal, clean-up, response action, enforcement action or Order regarding any material actual knowledge or alleged presence or Release of Hazardous Substances that has not been finally resolved; and (e) as of Closing, such Seller and such Subject Companies have made available to Purchaser copies of all material environmental reports, audits and assessments in their possession regarding the Assets. Notwithstanding any other provision of this Agreement, the representations and warranties in Section 5.13 (with respect to the Material Contracts described in clauses (m) and (n) of such release or threatened release prior definition), Section 5.16 and this Section 5.17 are the only representations and warranties in this Agreement with respect to the execution and delivery of the Noteenvironmental matters, Environmental Laws and/or Environmental Liabilities.

Environmental. Trustor hereby agrees that Beneficiary may Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in ------------- accordance all material respects with California Code Environmental Laws and provide to the Collateral Agent any documentation of Civil Procedure Section 736such compliance which the Collateral Agent may reasonably request; (iii) provide the Agents written notice within thirty (30) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws to ▇▇▇▇▇ said Release; (iv) provide the Agents with written notice within ten (10) Business Days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, as such Section may be amended citation or other administrative order which could have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Agents, Wilmington and the Secured Parties and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any Environmental Liabilities and Costs arising out of (A) the generation, recover presence, disposal, Release or threatened Release of any costsHazardous Materials on, expenses under, in, originating or liabilities, including attorneys' fees, incurred by Beneficiary and arising emanating from any breach of property at any covenant, warranty time owned or agreement pertaining to operated by any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent, Wilmington or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteSecured Party.

Environmental. Trustor hereby agrees that Beneficiary may (ia) The Company and its Subsidiaries are, and have been during the three (3)–year period immediately preceding the date hereof, in ------------- accordance material compliance with California Code of Civil Procedure Section 736all applicable Environmental Laws, as such Section may be amended from time except for any failures to timecomply which are not material to the Business. (b) The Company and its Subsidiaries are not subject to any outstanding order, recover any costsconsent, expenses decree, claim, action or liabilities, including attorneys' fees, incurred by Beneficiary and arising written notice from any breach of Governmental Entity or third party regarding any covenant, warranty actual or agreement pertaining to any environmental lawsalleged violation of, or any orderliabilities or potential liabilities under, consent decree Environmental Laws or settlement relating related to the cleanup presence or release of toxic any Hazardous Substance, except for any orders, consents, decrees, claims, actions or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating notices which are not material to the Property Business, the Company or its Subsidiaries. (c) To the Knowledge of the Seller, there are no Hazardous Substances present on, at, in or under any portion thereof; real property currently or formerly owned, leased or operated by the Company or its Subsidiaries in quantities above those allowed by applicable Environmental Laws and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section for which the Company or its Subsidiaries is or may be amended from time to timeresponsible, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, except to the extent permitted by such Section 726.5not material to the Business, the rights and remedies Company or its Subsidiaries. (d) To the Knowledge of an unsecured creditorthe Seller, including reduction neither the Company nor its Subsidiaries has expressly provided any indemnity for any known liability of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5person under any Environmental Laws, Beneficiary's rights under clause (ii) above except for any indemnities which are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior not material to the execution and delivery Business, the Company or its Subsidiaries. (e) To the Knowledge of the Note Seller, there are no underground storage tanks or related piping for which the Company or its Subsidiaries is responsible at any Leased Real Property. (f) To the Knowledge of Seller, the Company and failed its Subsidiaries do not have any environmental reports, studies, assessments or audits relating to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior matters with respect to the execution and delivery of the NoteLeased Real Property.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Lender documentation of such compliance which the Lender reasonably requests, provided that nothing herein shall require the Borrower to create documentation, other than documentation that has been generated in the normal course of business or agreement pertaining that is otherwise required by Environmental Law or a Governmental Authority; (iii) promptly notify the Lender by telephone, promptly followed by a written notice, within ten (10) days of the Release, of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned, occupied or operated by the Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower, any adjacent property, and take any Remedial Actions required to ▇▇▇▇▇ such Release on, under or affecting any property owned, occupied or operated by the Borrower or any of its Subsidiaries, provided, however, that such notice requirements do not apply to any environmental laws, Release to the ambient air or surface where such Release is in full and strict compliance with any permit issued to the Borrower or its Subsidiaries by any Governmental Authority pursuant to Environmental Law; (iv) promptly provide the Lender with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any order, consent decree of its Subsidiaries; (B) commencement of any Environmental Action or settlement relating to written notice that an Environmental Action will be filed against the cleanup of toxic or hazardous waste or waste products, Borrower or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Lender and its transferees, and their respective employees, agents, officers and directors (each a "Lender Indemnified Party"), from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) (collectively referred to hereinafter as "Damages") arising out of (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on, under or affecting any property at any time owned, occupied or operated by the Borrower or any of its Subsidiaries (or its respective predecessors in accordance with California Code interest or title) or at any disposal facility which received hazardous materials generated by the Borrower or any predecessor in Interest, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of Civil Procedure Section 726.5or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law by the Borrower or any of its Subsidiaries and/or (E) any Environmental Action; provided that the Borrower shall have no obligation to defend and hold harmless a Lender Indemnified Party for Damages finally determined by a court of competent jurisdiction to have been incurred directly as such Section may be amended from time to time, to waive the security a result of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice gross negligence of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender Indemnified Party.

Environmental. Trustor hereby agrees that Beneficiary may Except as to those matters set forth on Schedule ------------- 6.01(j): (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause it Subsidiaries to comply, in all material respects with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests; (iii) immediately notify Agent of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by the Borrower or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide Agent with written notice within 3 days of the cleanup receipt of toxic or hazardous waste or waste products, any of the following: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to commencement of any Environmental Action or notice that an Environmental Action will be filed against the Property Borrower or any portion thereofof its Subsidiaries; and (iiC) in accordance with California Code notice of Civil Procedure Section 726.5a violation, as such Section may be amended from time to timecitation or other administrative order which could have a Material Adverse Effect and (v) defend, to waive indemnify and hold harmless the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lender Group and its transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on any property at any time owned or occupied by the Borrower or any of its Subsidiaries (or its respective predecessors in interest or title) or at any disposal facility which received hazardous materials generated by the Loan AgreementBorrower or any predecessor in Interest, (B) attached any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such parcelHazardous Materials, and thereafter (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to exercise against Trustorsuch Hazardous Materials, to the extent permitted by such Section 726.5, the rights and remedies (D) any violation of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause Environmental Law and/or (iiE) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteEnvironmental Action.

Environmental. Trustor hereby agrees (a) Except as set forth on Section 3.20(a) of the Company Disclosure Schedule, each of the Selling Parties and the Acquired Subsidiary Entities and, to the Knowledge of the Company, the Investment Subsidiary Entities is in compliance in all material respects with all terms and conditions of Environmental Permits currently in effect for the Purchased Business as currently conducted, and each of the Selling Parties and Purchased Business Subsidiaries and, to the Knowledge of the Company, the Investment Subsidiary Entities is and at all times has been in compliance in all material respects with all Environmental Laws with respect to the Purchased Business. (b) Section 3.20(b) of the Company Disclosure Schedule contains a list of all material Environmental Permits as of the date of this Agreement that Beneficiary may are required under Environmental Laws for the conduct of the Purchased Business as currently conducted, each such Environmental Permit is currently in full force and effect for the Purchased Business, and the Selling Parties have uploaded true, correct and complete copies of each such Environmental Permit to Purchaser’s electronic data room. To the Knowledge of the Company, no material facts, circumstances or conditions exist with respect to any Acquired Subsidiary Entity or any Investment Subsidiary Entity that reasonably would be anticipated to result in the rescission or revocation of any such material Environmental Permit prior to the expiration date set forth in, or otherwise applicable under Environmental Law to, each such Environmental Permit. (c) No notice, citation, inquiry, order or complaint is pending against or, to the Knowledge of the Company, threatened against any of the Selling Parties or any of the Purchased Business Subsidiaries alleging any material violation of or material Liability under any Environmental Law or Environmental Permit with respect to the Purchased Business. (d) With respect to each of the Acquired Real Properties owned or leased by any of the Acquired Subsidiary Entities and, to the Knowledge of the Company, with respect to each of the Acquired Real Properties owned or leased by any of the Investment Subsidiary Entities, there exists no: (i) in ------------- accordance with California Code of Civil Procedure Section 736underground storage tanks or associated equipment, as such Section may be amended from time to time(ii) materials or equipment containing asbestos, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental lawspolychlorinated biphenyls, or radioactive materials, (iii) groundwater monitoring w▇▇▇▇, drinking water w▇▇▇▇, production water w▇▇▇▇, or injection w▇▇▇▇, or (iv) landfills, surface impoundments or disposal areas. (e) With respect to each of the Acquired Real Properties owned or leased by any orderof the Acquired Subsidiary Entities and, consent decree or settlement relating to the cleanup Knowledge of toxic the Company, with respect to each of the Acquired Real Properties owned or hazardous waste leased by of the Investment Subsidiary Entities, no Hazardous Materials are located at, on or waste productsunder, or any other "environmental provision" (as defined have been released or are migrating to or from, such Acquired Real Properties in such Section 736quantities or concentrations that (i) relating would reasonably be anticipated to result in a material violation of Environmental Laws, or (ii) exceed the Property applicable unrestricted residential use standards or soil or soil gas vapor intrusion screening levels under Environmental Laws. (f) None of the (i) Selling Parties or the Acquired Subsidiary Entities has designed, manufactured, or installed products or other items containing asbestos, asbestos-containing materials or polychlorinated biphenyls at any portion thereof; of the Acquired Real Properties owned or leased by any of the Acquired Subsidiary Entities and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security Knowledge of the Deed of Trust as to Company, the Investment Subsidiary Entities has designed, manufactured, or installed products or other items containing asbestos, asbestos-containing materials or polychlorinated biphenyls at any parcel of the Property that is "environmentally impaired" Acquired Real Properties owned or is an "affected parcel" leased by any of the Investment Subsidiary Entities. (as such terms are defined in such Section), and as to any Collateral (as defined in g) To the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to Knowledge of the extent permitted by such Section 726.5Company, the rights Selling Parties have made available to Purchaser all material environmental assessments, reports, remediation plans or agreements and remedies other documents that relate to (i) any of an unsecured creditor, including reduction the Acquired Real Properties or any real estate occupied by any of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause the Purchased Business Subsidiaries or (ii) above any Purchased Business Subsidiary’s or any Purchased Business Subsidiary’s predecessors-in-interest’s past or current facilities or operations, which in each case are in the possession of the Selling Parties. Notwithstanding any other provision of this Agreement to the contrary (including, but not limited to instances in which Trustor or any affiliateSection 3.24), agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution representations and delivery warranties of the Note Company in this Section 3.20 are the sole and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition exclusive representations and warranties of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior Company relating to the execution and delivery of the Noteenvironmental matters.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code There are no underground tanks and related pipes, pumps and other facilities at any QCFS Location containing Hazardous Materials that are the responsibility of Civil Procedure Section 736, as such Section may QCFS and that would reasonably be amended from time expected to time, recover give rise to a material liability of QCFS under any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereofEnvironmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in accordance with California Code any way incorporated in any building, structure or other form of Civil Procedure Section 726.5, as such Section may improvement at any QCFS Location that are the responsibility of QCFS and that would reasonably be amended from time expected to time, give rise to waive the security a material liability of the Deed of Trust as to QCFS under any parcel of the Property that Environmental Law. (b) QCFS is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)presently, and as for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to each QFCS Location. (i) QCFS has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Collateral (as defined Hazardous Materials at any QCFS Location, except in the Loan Agreement) attached to such parcel, compliance in all material respects with all applicable Environmental Laws; and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited there has been no Release of any Hazardous Material by QCFS at any QCFS Location that would reasonably be expected to instances result in which Trustor a material liability of QCFS under any Environmental Law. (d) QCFS has not within the past three (3) years (i) entered into or been subject to any affiliateOrder with respect to any QCFS Location; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, agentnotice, cotenantdemand letter, partner administrative inquiry or joint venturer of Trustor either formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (aiv) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) been subject to or threatened release with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) QCFS has not contractually agreed to assume any material liability of toxic any other Person relating to or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notearising from any Environmental Law.

Environmental. Trustor hereby agrees that Beneficiary may (i) Except as could not reasonably be expected to have a Material Adverse Effect, keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) except as could not reasonably be expected to have a Material Adverse Effect, comply, and cause each of its Subsidiaries to comply, in ------------- accordance all respects with California Code Environmental Laws and provide to the Collateral Agent any documentation of Civil Procedure Section 736such compliance which the Collateral Agent may reasonably request; (iii) except as could not reasonably be expected to have a Material Adverse Effect, as such Section may provide the Agents written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agents with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be amended filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, citation or other order, in each case of clauses (A), (B) and (C) above, which could reasonably be expected to have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any breach of property at any covenant, warranty time owned or agreement pertaining to operated by any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority or any other Person relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender.

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply in ------------- accordance all material respects, and cause each of its Subsidiaries to comply, with California Code Environmental Laws and provide to the Collateral Agent any documentation of Civil Procedure Section 736such compliance which the Agent may reasonably request; (iii) provide the Collateral Agent written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Collateral Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, as such Section may be amended citation or other administrative order which could result in Environmental Liabilities to Borrower; and (D) the discovery of the presence of Hazardous Materials or other conditions at any facility or property at any time owned or operated by it or any of its Subsidiaries that reasonably requires Remedial Action, reporting, or other follow-up action under Environmental Laws; (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, reasonable attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any breach of property at any covenant, warranty time owned or agreement pertaining to operated by any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law relating to any Loan Party or any other "environmental provision" of their current or former operations, facilities or properties and/or (as defined in such Section 736E) any Environmental Action filed against the Agent or any Lender relating to the Property any Loan Party or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5their current or former operations, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" facilities or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteproperties.

Environmental. Trustor hereby agrees (a) Except as set forth in Disclosure Schedule 5.16(a) or in the Environmental Reports, each of the Companies and the Properties is in compliance in all material respects with all Environmental Laws, which compliance includes, but is not limited to, the possession by the Companies and the Properties of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof. Except as set forth in Disclosure Schedule 5.16(a), none of the Companies has received any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that Beneficiary may alleges that any the Companies or Properties is not in such material compliance. (b) Except as set forth in Disclosure Schedule 5.16(b), there is no Environmental Claim pending or, threatened against any of the Companies or Property-Owning Entities and the Companies have not received written notice of any Environmental Claim pending or threatened against the Companies or against any Person for whose liability for any Environmental Claim any of Sellers or the Companies has retained or assumed either contractually or by operation of law. Except as set forth in Disclosure Schedule 5.16(b) or in the Environmental Reports, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could form the basis of any Environmental Claim against any of the Companies or 40 49 Properties or against any Person whose liability for any Environmental Claim any of the Companies or Property-Owning Entities has retained or assumed either contractually or by operation of law. (c) Without in any way limiting the generality of the foregoing, (i) all on-site locations where any of the Companies or Property-Owning Entities has stored, disposed or arranged for the disposal of Materials of Environmental Concern at the Properties are identified in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses Disclosure Schedule 5.16(c) or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to in the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and Environmental Reports (ii) all underground storage tanks, and the capacity and contents of such tanks, located at the Properties are identified in accordance with California Code Disclosure Schedule 5.16(c) or in the Environmental Reports (iii) except as set forth in Disclosure Schedule 5.16(c) or in the Environmental Reports there is no asbestos contained in or forming part of Civil Procedure Section 726.5any building, building component, structure or office space at the Properties, and (iv) except as such Section may be amended from time to time, to waive set forth in Disclosure Schedule 5.16(c) or in the security Environmental Reports no polychlorinated biphenyls ("PCB") or PCB- containing items are used or stored at the Properties. (d) Each of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" Companies and Property-Owning Entities has all permits, licenses, registrations, authorizations and approvals and financial assurance (as such terms are defined in such Section)including, and as to any Collateral (as defined in the Loan Agreement) attached to such parcelwithout limitation, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause grandfather provisions, exemptions, waivers and the like) (ii"Environmental Permits") above are limited required to instances be held or provided by the Companies and Property-Owning Entities in which Trustor order to conduct their respective businesses as currently operated or any affiliate, agent, cotenant, partner or joint venturer contemplated under applicable Environmental Laws each is in compliance with the requirements of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in all such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.Environmental Permits. Set forth on Disclosure Schedule 5.16

Environmental. Trustor hereby agrees Except as set forth in Section 3.13 of the Disclosure Letter, or as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (a) To the knowledge of Sellers, the Company is in compliance with all applicable Environmental Laws, and has not received any written communication from any Governmental Authority that Beneficiary may alleges that the Company is not or has not been in compliance with applicable Environmental Laws. (b) To the knowledge of Sellers, the Company has obtained and possesses all Permits required pursuant to any applicable Environmental Law (collectively, the “Environmental Permits”) necessary for the operation of its facilities or the conduct of its business as currently conducted, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority, and the Company is in compliance with all terms and conditions of the Environmental Permits. (c) There are no Environmental Claims (i) in ------------- accordance with California Code of Civil Procedure Section 736pending or, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup knowledge of toxic Sellers, threatened against the Company or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustorpending or, to the extent permitted by such Section 726.5knowledge of Sellers, threatened against any real or personal property or operations that the rights and remedies of an unsecured creditorCompany owns, leases or uses, in whole or in part, including reduction any off-site facility used by the Company for the treatment, storage and disposal of Beneficiary's any Hazardous Substance. (d) Schedule 3.13(d) lists the amount of each type of all Emission Allowances currently held by the Plant or the Company under currently applicable Environmental Laws for use in the current calendar year or future calendar years (the “Available Emission Allowances”). Except as set forth in Schedule 3.13(d), no such Available Emission Allowances have been sold, exchanged or transferred. (e) To the knowledge of Sellers, there have been no Releases of any Hazardous Substances and there have been no threatened Releases of any Hazardous Substances that have formed or would reasonably be expected to form the basis of (i) any Environmental Claim against the Company or against any Person whose liability for such claim against Trustor to judgmentthe Company has or may have retained or assumed, and any other rights and remedies permitted either by law. Trustor and Beneficiary acknowledge that pursuant to California Code operation of Civil Procedure Section 726.5Law or by Contract, Beneficiary's rights under clause or (ii) above are limited any current requirement on the part of the Company to instances in which Trustor undertake Remedial Action now or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior future. Notwithstanding anything to the execution and delivery contrary in this Agreement, no provisions of the Note and failed Article III other than this Section 3.13 address or shall be deemed to disclose such release address Environmental Law, Hazardous Substances, Environmental Claims or threatened release to Beneficiary in writing after Trustor's written request for information concerning the other environmental condition matters. For purposes of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.this Agreement:

Environmental. Trustor hereby agrees Except as disclosed in the Target Disclosure Letter: 41.1 Target, its Subsidiaries, their conduct of their business, and the current use and condition of each of the lands and premises owned or leased by Target or any of its Subsidiaries, have been and are in compliance in all material respects with all Environmental Laws, and, to the knowledge of Target, there are no facts that Beneficiary may (i) would give rise to non-compliance of Target any of its Subsidiaries with any Environmental Laws, either in ------------- accordance the conduct by Target or any of its Subsidiaries of its business, or in the current uses and condition of each of the lands and premises owned or leased by Target or any of its Subsidiaries; 41.2 Each of Target and its Subsidiaries, and any Person for whom Target or any of its Subsidiaries is responsible under Environmental Laws, have imported, manufactured, processed, distributed, used, treated, stored, disposed of, transported, exported or handled Hazardous Substances in strict compliance with California Code all Environmental Laws; 41.3 to the knowledge of Civil Procedure Section 736Target, as such Section may be amended from time no Hazardous Substances have been disposed of on any of the lands and premises owned or leased by Target any of its Subsidiaries; 41.4 to timethe knowledge of Target, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach there has been no Release of any covenantHazardous Substance in the course of Target’s business from, warranty at, on or agreement pertaining under any lands and premises owned or leased by Target or any of its Subsidiaries or from or on to any environmental lawsother properties, except in compliance with all Environmental Laws; 41.5 to the knowledge of Target, neither Target nor any of its Subsidiaries has received any notice of any kind of any Release or possible Release of any Hazardous Substance from, at, on or under any of the lands and premises owned or leased by Target or any of its Subsidiaries, or from or on to any other properties; 41.6 to the knowledge of Target, there are no Hazardous Substances on any adjoining properties to any of the lands and premises owned or leased by Target or any of its Subsidiaries that may adversely affect Target’s or any of its Subsidiaries’ business, or any of the lands and premises owned or leased by Target or any of its Subsidiaries; 41.7 to the knowledge of Target, there has been no Remedial Order issued to Target or any of its Subsidiaries in respect of its business, or with respect to any of the lands and premises owned or leased by Target or any of its Subsidiaries and, to the knowledge of Target, no Remedial Orders are threatened, and there are no facts that could give rise to any Remedial Orders; 41.8 to the knowledge of Target, neither Target nor any of its Subsidiaries has received any notice of claim, summons, order, consent decree direction or settlement other communication relating to non-compliance with any Environmental Laws from any Governmental Authority or other third party; and 41.9 to the cleanup knowledge of toxic Target, there is no pending or hazardous waste threatened matter, act or waste productsfact that could cause Target or any of its Subsidiaries, the conduct of Target’s or any of its Subsidiaries’ business, or any other "environmental provision" (as defined in such Section 736) relating to of the Property lands and premises owned or leased by Target or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to timeits Subsidiaries, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined no longer be in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notecompliance with all Environmental Laws.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, with Environmental Laws except where any failure to comply could not reasonably be expected to result in a Material Adverse Effect; (iii) provide the Agents written notice within 10 Business Days after any Release of a Hazardous Material in excess of any reportable quantity under Environmental Laws from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to a▇▇▇▇ said Release; (iv) provide the cleanup Agents with written notice within 10 Business Days after the receipt of toxic or hazardous waste or waste products, any of the following: (A) notice that an Environmental Lien has been filed against any owned property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of an Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in the Loan Agreementincluding attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) attached to incurred by or asserted against such parcel, and thereafter to exercise against Trustor, Person to the extent permitted by such Section 726.5arising out of (A) the presence, the rights and remedies of an unsecured creditordisposal, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (bE) had actual knowledge any Environmental Action filed against any Agent or notice of such release or threatened release prior any Lender; provided that no Loan Party shall have any obligation under clause (v) to the execution and delivery extent that the condition arises out of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior relates to the execution and delivery gross negligence or willful misconduct of any indemnified party or its agents or representatives or results in a violation of Environmental Laws or the Notepresence or release of Hazardous Materials that first occur at a particular property after that property has been transferred to any indemnified party or their successors or assigns.

Environmental. Trustor hereby agrees Except as disclosed in any phase I ------------- environmental report delivered to Purchaser pursuant to this Agreement or as set forth on Schedule 3.20: ------------- (a) Each Purchaser is currently in compliance in all material respects with the Environmental Laws which compliance includes, but is not limited to, the possession by each Purchaser of all permits and other governmental authorization required under the Environmental Laws, and compliance in all material respects with the terms and conditions thereof; (b) No Purchaser has stored, disposed of or arranged for disposal of any Materials of Environmental Concern on any of the real property owned by it, except in material compliance with the Environmental Laws; (c) No Purchaser has received any communication (written or, the best Knowledge of Purchaser, oral), whether from a governmental authority, citizens group, employee or otherwise, that Beneficiary alleges that any Purchaser is not in material compliance with the Environmental Laws or the Medical Waste Laws, and, to the best Knowledge of Purchaser, there are no circumstances that may prevent or interfere with such material compliance in the future. There is no Environmental Claim pending or, to the best Knowledge of Purchaser, threatened against, or which has been made known to, any Purchaser. (d) During the period that the assets used in connection with the Facility Businesses have been held by any of the Purchasers or their affiliates or predecessors in interest, to the best Knowledge of Purchasers, there have been no actions, activities, circumstances, conditions, events or incidents, including, without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or disposal of any Materials of Environmental Concern, that would form the basis of any Environmental Claim against any Purchaser which would reasonably be expected to have a material adverse effect on any Facility. (e) Without in any way limiting the generality of the foregoing, to the best Knowledge of Purchaser, (i) in ------------- accordance with California Code of Civil Procedure Section 736no underground storage tanks are located on property owned or leased by any Purchaser, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) there is no friable asbestos contained in accordance with California Code or forming part of Civil Procedure Section 726.5any building, as such Section may be amended from time building component, structure or office space owned or leased by any Purchaser, and (iii) no PCBs are used or stored at any property owned or leased by any Purchaser. (f) With respect to timethe generation, to waive the security transportation, treatment, storage and disposal or other handling of Medical Waste, each of the Deed of Trust as to any parcel of the Property that Purchasers is "environmentally impaired" or is an "affected parcel" (as such terms are defined presently in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notecompliance with all Medical Waste Laws.

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in ------------- accordance all material respects with California Code Environmental Laws and provide to the Administrative Agent any documentation of Civil Procedure Section 736such compliance which the Administrative Agent may reasonably request; (iii) provide the Administrative Agent written notice within five (5) Business Days of its or any of its Subsidiaries' discovery, as such Section may or receipt of notice, of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned, operated or managed by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Administrative Agent with written notice within ten (10) Business Days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be amended filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, citation or other administrative order which could have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Administrative Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials by Beneficiary and arising any Loan Party, their Subsidiaries, their business or operations or on, under, in, originating or emanating from any breach of property owned or operated by any covenant, warranty or agreement pertaining to any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party or hazardous waste Subsidiaries or waste products, their businesses or operations and/or (E) any Environmental Action filed against the Administrative Agent or any other "environmental provision" (as defined in such Section 736) Lender relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteforegoing.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, Environmental Claim or any orderother liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of toxic or hazardous waste or waste products, the Credit Parties or any other "environmental provision" of their Subsidiaries and (as defined iv) no Lien in such Section 736favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (a) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5its business, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustoror, to the extent permitted by such Section 726.5knowledge of any Credit Party, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge location, in each case, in a manner that pursuant could reasonably be expected to California Code constitute a material violation of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited any applicable Environmental Law or that could give rise to instances an Environmental Claim that could reasonably be expected to result in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or a Material Adverse Effect. (b) had actual knowledge or notice of such release or threatened release prior Each Credit Party has made available to the execution Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and delivery of the Note other documents and failed to disclose such release data that have a material bearing on actual or threatened release to Beneficiary potential Environmental Claims or compliance with Environmental Laws, in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior each case to the execution extent such reports, assessments, reviews, audits and delivery of the Notedocuments and data are in their possession or reasonable control.

Environmental. Trustor hereby agrees Each Loan Party will, and will cause each of its Subsidiaries and Holdings to, (a) Keep any property either owned or operated by Holdings, the Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to the Agent documentation of such compliance which the Agent or any Lender reasonably requests, (c) Promptly notify the Agent of any release of which the Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Holdings, the Borrower or its Subsidiaries that Beneficiary may could reasonably be expected to result in liability to the Loan Parties in excess of (x) with respect to property that is not Collateral, $1,000,000 and (y) with respect to property that is Collateral, $500,000, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within 5 Business Days after its receipt thereof, provide the Agent with written notice of any of the following: (i) in ------------- accordance with California Code notice that an Environmental Lien has been filed against any of Civil Procedure Section 736the real or personal property of Holdings, as such Section may be amended from time to timethe Borrower or their respective Subsidiaries, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against Holdings, the Borrower or its Subsidiaries that could reasonably be expected to result in accordance liability in excess of (x) with California Code respect to real or personal property that is not Collateral, $1,000,000 and (y) with respect to real or personal property that is Collateral, $500,000, and (iii) written notice of Civil Procedure Section 726.5a violation, as such Section may be amended citation, or other administrative order from time to time, to waive the security of the Deed of Trust as a Governmental Authority with respect to any parcel applicable Environmental Law that could reasonably be expected to result in liability to the Loan Parties in excess of the Property (x) with respect to real or personal property that is "environmentally impaired" not Collateral, $1,000,000 and (y) with respect to real or personal property that is an "affected parcel" (as such terms are defined in such Section)Collateral, and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note$500,000.

Environmental. Trustor hereby agrees Except as to matters that Beneficiary may would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining each case relating to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel Debtors, (b) each Debtor has received (including timely application for renewal of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Sectionsame), and as to any Collateral (as defined maintained in the Loan Agreement) attached to such parcelfull force and effect, all environmental permits, licenses and other approvals, and thereafter to exercise against Trustorhas maintained all financial assurances, in each case to the extent permitted by such Section 726.5, the rights necessary for its operations to comply with all applicable Environmental Laws and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgmentis, and since July 1, 2018, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge Person arising under or relating to Environmental Laws that pursuant remains unresolved, which has not been made available to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release Commitment Parties prior to the execution date hereof. Notwithstanding the generality of any other representations and delivery of warranties in this Agreement, the Note representations and failed warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to disclose such release any environmental, health or threatened release safety matters, including any arising under or relating to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release Environmental Laws or threatened release prior to the execution and delivery of the NoteHazardous Materials.

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in ------------- accordance all material respects with California Code Environmental Laws and provide to the Collateral Agent any documentation of Civil Procedure Section 736such compliance which the Collateral Agent may reasonably request; (iii) immediately notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, as such Section may citation or other administrative order which could reasonably be amended expected to result in a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising from any breach out of (A) the presence, disposal, Release or threatened Release of any covenant, warranty Hazardous Materials on any property at any time owned or agreement pertaining to occupied by any environmental laws, Loan Party or any orderof its Subsidiaries (or its predecessors in interest or title), consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) immediately notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 5 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (bE) had actual knowledge any Environmental Action filed against any Agent or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code There are no underground tanks and related pipes, pumps and other facilities at any QFOC Location containing Hazardous Materials that are the responsibility of Civil Procedure Section 736, as such Section may QFOC and that would reasonably be amended from time expected to time, recover give rise to a material liability of QFOC under any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereofEnvironmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in accordance with California Code any way incorporated in any building, structure or other form of Civil Procedure Section 726.5, as such Section may improvement at any QFOC Location that are the responsibility of QFOC and that would reasonably be amended from time expected to time, give rise to waive the security a material liability of the Deed of Trust as to QFOC under any parcel of the Property that Environmental Law. (b) QFOC is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)presently, and as for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to each QFOC Location or to QFOC’s business operations. (i) QFOC has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Collateral (as defined Hazardous Materials at any QFOC Location, except in the Loan Agreement) attached to such parcel, compliance in all material respects with all applicable Environmental Laws; and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited there has been no Release of any Hazardous Material by QFOC at any QFOC Location that would reasonably be expected to instances result in which Trustor a material liability of QFOC under any Environmental Law. (d) QFOC has not within the past three (3) years (i) entered into or been subject to any affiliateOrder with respect to any CFC Location; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, agentnotice, cotenantdemand letter, partner administrative inquiry or joint venturer of Trustor either formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (aiv) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) been subject to or threatened release with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) QFOC has not contractually agreed to assume any material liability of toxic any other Person relating to or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notearising from any Environmental Law.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) provide the Agents written notice within 5 days of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) maintain a reserve on its Books in such amount as is required under GAAP with respect to all Environmental Liabilities and Costs; (v) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect; and (vi) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law arising in connection with any property at any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title) or (bE) had actual knowledge any Environmental Action filed against any Agent or notice any Lender arising in connection with any property at any time owned or occupied by any Loan Party or any of such release its Subsidiaries (or threatened release prior to the execution and delivery of the Note and failed to disclose such release its predecessors in interest or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notetitle).

Environmental. Trustor hereby agrees that Beneficiary may (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) except to the extent such failure to comply could reasonably be expected (either individually or in ------------- the aggregate) to have a Material Adverse Effect, comply, and cause each of its Subsidiaries and, as to the products manufactured by such contract manufacturers for any Loan Party to the extent such requirement would be consistent with industry standards with respect to contract manufacturers, contract manufacturers, to comply, in all respects with Environmental Laws (such compliance to include, without limitation, (A) the maintenance of the financial assurance required by the Nuclear Regulatory Commission and Department of Public Health of the Commonwealth of Massachusetts with respect to the Facility, covering the estimated amount needed to decontaminate and decommission the Facility at the end of the Facility’s use as a nuclear facility, and (B) the appropriate use, handling, generation, storage, treatment, Release and disposal of Hazardous Materials at any property owned or leased by it or any of its Subsidiaries in accordance with California Code applicable Environmental Laws) and provide to the Collateral Agent any documentation of Civil Procedure Section 736such compliance which the Collateral Agent may reasonably request; (iii) provide the Agents written notice within 10 days of the Borrower obtaining knowledge of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries, as such Section may or under the control or direction of it or any of its Subsidiaries, which could reasonably be amended expected to have a Material Adverse Effect and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) not incur any Environmental Liabilities and Costs the payment of which could reasonably be expected to have a Material Adverse Effect; and (vi) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from time to timeand against any claims, recover any costsdemands, expenses or penalties, fines, liabilities, including attorneys' settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, incurred by Beneficiary investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any breach property at any time owned or operated by any Loan Party, any of any covenant, warranty its Subsidiaries (or agreement pertaining to any environmental laws, its predecessors in interest or title) or any ordercontract manufacturer while manufacturing products for the Loan Party or a Subsidiary, consent decree (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the cleanup presence or Release of toxic or hazardous waste or waste productssuch Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party or any other "environmental provision" of its Subsidiaries and/or (as defined in such Section 736E) relating to the Property any Environmental Action filed against any Agent or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLender.

Environmental. Trustor hereby agrees that Beneficiary may (a) Environmental Disclosure. Company will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all environmental audits, and all material investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) promptly upon the occurrence thereof, written notice describing in ------------- accordance reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Company’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries, a copy of any and all written communications with California Code respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of Civil Procedure Section 736giving rise to a Material Adverse Effect, as (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any material request for information from any governmental agency that suggests such Section agency is investigating whether Company or any of its Subsidiaries may be amended potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to (A) expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other documents and information as from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred time may be reasonably requested by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining Administrative Agent in relation to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that matters disclosed pursuant to California Code of Civil Procedure this Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note5.9(a).

Environmental. Trustor hereby agrees that Beneficiary may Except as disclosed in Schedule 4.16: (a) To the Knowledge of Seller, ▇▇▇▇▇-▇▇▇▇▇ or Cadled (as applicable) (i) in ------------- accordance with California Code of Civil Procedure Section 736holds all material Environmental Permits required under all applicable Environmental Laws to conduct the Business, as conducted on the date hereof, (ii) is in compliance in all material respects with the terms and conditions of all such Section may be amended from time to timeEnvironmental Permits, recover and (iii) has not received any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach notice of any covenantProceeding relating to the revocation or modification of any such Environmental Permit. (b) To the Knowledge of Seller, warranty each of ▇▇▇▇▇-▇▇▇▇▇ and Cadled is, and at all times during the two-year period prior to the date of this Agreement has been in compliance in all material respects with all Environmental Laws that apply to the conduct of its Business. (c) No Proceeding or agreement pertaining Third Party Claim is pending or, to any environmental lawsthe Knowledge of Seller, threatened against ▇▇▇▇▇-▇▇▇▇▇ or Cadled, and neither ▇▇▇▇▇-▇▇▇▇▇ nor Cadled is a party to, or subject to the provisions of any order, consent decree or settlement in each case relating to (i) compliance with or liability under any applicable Environmental Laws or (ii) exposure of any person or property to Hazardous Substances as a result of ▇▇▇▇▇-▇▇▇▇▇’▇ or Cadled’s products or operations. (d) To the cleanup Knowledge of toxic Seller, no condition currently exists with respect to the operation of the Business or hazardous waste the Cadled Real Property, including any Release of any Hazardous Substance on or waste productsat the Cadled Real Property, that would reasonably be expected to give rise to any material liability or the imposition of any Lien, in each case under any applicable Environmental Law or Environmental Permit of ▇▇▇▇▇-▇▇▇▇▇. (e) Seller has made certain environmental documents and occupational safety and occupational health documents available in the data room for Buyer’s review and will make any other environmental documents that are in its possession or control available to Buyer upon request. (f) The representations and warranties made pursuant to this Section 4.16 are the sole and exclusive representations and warranties of Seller and Shareholder under this Agreement that address or relate in any way to any Environmental Laws, any Environmental Permits or any other "environmental provision" (as defined in such Section 736) relating matters that pertain to the Property Environment or any portion thereof; occupational safety and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteoccupational health.

Environmental. Trustor hereby agrees that Beneficiary may (i) To the actual knowledge of the executive officers of BANK ONE, there are no actions, proceedings or investigations pending before any environmental regulatory body, federal or state court with respect to or threatened against or affecting BANK ONE in ------------- accordance with California Code respect of Civil Procedure Section 736any Office under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as such Section may be amended from time to time("CERCLA"), recover or under the any costsfederal, expenses state, local or liabilitiesmunicipal environmental statute, including attorneys' fees, incurred by Beneficiary ordinance or regulation in respect thereof and arising from in connection with any breach release of any covenanttoxic or "hazardous substance," pollutant or contaminant into the "environment," nor, warranty to the best knowledge of the executive officers of BANK ONE, is there any reasonable basis for the institution of any such actions or agreement pertaining proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which BANK ONE is a plaintiff or complainant. To the actual knowledge of the executive officers of BANK ONE, BANK ONE is not responsible in any material respect under any applicable environmental law for any release by BANK ONE or for any release by an other "Person" at or in the vicinity of any Office of a hazardous or toxic substance, contaminant or pollutant caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is BANK ONE responsible for any material costs (as a result of the acts or omissions of BANK ONE, or, to the actual knowledge of the executive officers of BANK ONE, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental lawsregulatory body having jurisdiction over BANK ONE to prevent or minimize any actual or threatened release by BANK ONE on premises any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms as defined in all federal, state and local statutes, regulations or ordinances. Except as previously disclosed to CNB in writing, to the actual knowledge of the executive officers of BANK ONE, each Office is, in all material respects, in compliance with all applicable Federal, state, local or municipal statutes, ordinances, laws and regulations and all orders, rulings or other decisions of any ordercourt, consent decree administrative agency or settlement other governmental authority relating to the cleanup protection of toxic or hazardous waste or waste productsthe environment. For purposes of this section, or any other the term "environmental provisionexecutive officer" (shall refer to all executive officers of BANK ONE as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, 12 CFR ss.215.2 as such Section may be amended from time to time, to waive the security of the Deed date of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan this Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by them or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent documentation of such compliance which the Agent reasonably requests; (iii) immediately notify the Agent of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by the Loan Parties or any order, consent decree or settlement relating of their Subsidiaries and take any Remedial Actions required to abat▇ ▇▇▇d Release; (iv) promptly provide the cleanup Agent with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) in accordance with California Code notice of Civil Procedure Section 726.5a violation, as such Section may be amended from time to timecitation or other administrative order which could have a Material Adverse Effect and (v) defend, to waive indemnify and hold harmless the security of Agent and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its respective predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (breal or personal) had actual knowledge arising out of or notice related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials and/or (D) any violation of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Environmental Law.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) promptly notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) in accordance with California Code notice of Civil Procedure Section 726.5a violation, as such Section may citation or other administrative order which reasonably could be amended from time expected to timehave a Material Adverse Effect and (v) defend, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (breal or personal) had actual knowledge arising out of or notice related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of such release any Environmental Law by any Loan Party and/or (E) any Environmental Action filed against any Agent or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees To Seller’s Knowledge and except for any condition described in Exhibit 2.10 hereto or identified with reasonable specificity in any Phase I Environmental Assessment or Phase II Environmental Assessment obtained pursuant to Section 5.10(a) (“Environmental Reports”), (a) Seller, the Real Estate Interests and the Branches are and have been in compliance in all material respects with all federal, state, and local laws, regulations, and ordinances relating to the environment and to the discharge of hazardous substances, pollutants or other regulated material (“Hazardous Substances”) into the air, ground or water applicable to the Real Estate Interests (the “Environmental Laws”); (b) there are no actions, suits, claims, notices of violation, orders or proceedings pending or, to Seller’s Knowledge, threatened against Seller or to Seller’s Knowledge, against any other person, with respect to the Real Estate Interests or the Branches by or before any governmental authority or agency or by any third party which in any way relates to any Environmental Laws or to any presence of or exposure to any Hazardous Substances; and (c) there has been no release of any Hazardous Substance in, on, or under any of the Branches or Real Estate Interests in an amount or concentration that Beneficiary may would trigger any required investigation, remedial action, or liability under any applicable Environmental Laws. For purposes of this Section 2.10, Seller shall not be deemed to have Knowledge of matters or information disclosed in any Environmental Report unless either (i) in ------------- accordance such matter or information is identified therein with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses reasonable specificity or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code Seller has Knowledge of Civil Procedure Section 726.5such matter independently of such Environmental Report. Purchaser acknowledges and agrees that Seller makes no representations or warranties regarding the truth, as such Section may be amended from time to time, to waive the security accuracy or thoroughness of the Deed of Trust as to any parcel investigation, preparation or content of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste productsEnvironmental Reports, or (b) had actual knowledge the competence or notice of such release or threatened release prior to the execution and delivery ability of the Note and failed persons or companies preparing the Environmental Reports. Seller warrants that it has provided to disclose such release Purchaser all information of which Seller is aware or threatened release which is in Seller’s possession that relates to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the PropertyBranches and Real Estate Interests or to compliance of the Seller or the Branches and Real Estate Interests with applicable Environmental Laws. Assuming that Seller has satisfied all of its requirements under Section 5.10, unless Trustor otherwise obtained actual knowledge of Purchaser agrees that, by closing the transaction contemplated herein, Purchaser will have had an opportunity to review such release or threatened release reports prior to the execution and delivery Closing Date in order to make an independent verification of the Noteinformation contained therein, and that Purchaser and its environmental consultants will have had an opportunity to conduct tests on the Real Estate Interests.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, material Environmental Claim or any orderother material liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of toxic the Credit Parties or hazardous waste any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or waste productsin part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. DB1/ 110631747.4 70 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20 (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other "environmental provision" (as defined in such Section 736) relating to the Property environmental, health or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notesafety matters.

Environmental. Trustor hereby agrees that Beneficiary may (a) Environmental Disclosure. Parent will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Parent or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) promptly upon the occurrence thereof, written notice describing in ------------- accordance reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Parent or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Parent or any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by Parent or any of its Subsidiaries, a copy of any and all written communications with California Code respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of Civil Procedure Section 736giving rise to a Material Adverse Effect, as (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such Section agency is investigating whether Parent or any of its Subsidiaries may be amended potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Parent or any of its Subsidiaries that could reasonably be expected to (A) expose Parent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Parent or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Parent or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Parent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other documents and information as from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred time may be reasonably requested by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining Administrative Agent in relation to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that matters disclosed pursuant to California Code of Civil Procedure this Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note5.9(a).

Environmental. Trustor hereby agrees that Beneficiary may To the best of the Borrower's knowledge, (i) in ------------- accordance There have been no past (other than as disclosed to the Purchaser, the Administrative Agent and the Collateral Agent prior to the Effective Date), and there are no pending or threatened (A) claims, complaints, notices or requests for information received by the Borrower or any of its Affiliates with California Code of Civil Procedure Section 736, as such Section may be amended from time respect to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach alleged violation of any covenant, warranty or agreement pertaining Environmental Law in relation to any environmental laws, Related Security or any orderreal property owned or leased by the Borrower or any of its Affiliates, consent decree or (B) claims, complaints, notices or settlement relating requests for information to the cleanup of toxic or hazardous waste or waste products, Borrower or any other "environmental provision" of its Affiliates regarding potential liability under any Environmental Law in relation to any Related Security or any real property owned or leased by the Borrower or any of its Affiliates; (ii) there have been no releases (as defined in such Section 736CERCLA) of Hazardous Materials at, on or under any property constituting Related Security or any real property owned or leased by the Borrower or any of its Affiliates; (iii) the Borrower and its Affiliates have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable in relation to any real property owned or leased by the Property Borrower or any portion thereof; and of its Affiliates; (iiiv) in accordance there are no underground storage tanks, active or abandoned, on or under any real property owned or leased by the Borrower or any of its Affiliates that contain or have contained any Hazardous Material; (v) no conditions exist, at, on or under any real property owned or leased by the Borrower or any of its Affiliates which, with California Code the passage of Civil Procedure Section 726.5, as such Section may be amended from time to time, or the giving of notice or both, would give rise to waive the security liability under any Environmental Law, The representations and warranties of the Deed of Trust Borrower set forth in this Section 4.01 shall be deemed to be remade, without further act by any Person, on and as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined Effective Date and each Borrowing Date. The representations and warranties set forth in such Section), and as to any this Section 4.01 shall survive the Grant of the Collateral (as defined in by the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, Borrower to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteCollateral Agent.

Environmental. Trustor hereby agrees Except as to matters that Beneficiary may would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in ------------- accordance with California Code of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining each case relating to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel Debtors, (b) each Debtor has received (including timely application for renewal of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Sectionsame), and as to any Collateral (as defined maintained in the Loan Agreement) attached to such parcelfull force and effect, all environmental permits, licenses and other approvals, and thereafter to exercise against Trustorhas maintained all financial assurances, in each case to the extent permitted by such Section 726.5, the rights necessary for its operations to comply with all applicable Environmental Laws and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgmentis, and since January 1, 2016, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other rights Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and remedies permitted by law. Trustor and Beneficiary acknowledge obligations associated with remediation at the end of the productive life of a well, facility or pipeline that pursuant has produced, stored or transported hydrocarbons, which has not been made available to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release Commitment Parties prior to the execution date hereof. Notwithstanding the generality of any other representations and delivery of warranties in this Agreement, the Note representations and failed warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to disclose such release any environmental, health or threatened release safety matters, including any arising under or relating to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release Environmental Laws or threatened release prior to the execution and delivery of the NoteHazardous Materials.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, material Environmental Claim or any orderother material liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of toxic the Credit Parties or hazardous waste any of their Subsidiaries and (iv) to the knowledge of the Credit Parties, no Lien in favor of any Governmental Authority securing, in whole or waste productsin part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other "environmental provision" health or safety matters (as defined in such Section 736) which for clarity does not include matters arising under or relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such SectionHealth Care Laws), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code For purposes of Civil Procedure Section 736this paragraph: "Existing Environmental Conditions" shall --------------------------------- mean the environmental conditions at the Premises, including the presence of any Hazardous Materials, as such Section may be amended of the commencement of the Term of this Lease including but not limited to any conditions specifically identified in the reports (the "Environmental and Structural Reports") listed in Schedule 33 hereto: ------------------------------------ -- A. Landlord agrees to indemnify and save harmless Tenant, Tenant's successors and assigns and Tenant's present and future officers, directors, employees and agents (collectively "Indemnitees") from time to time, recover and against any costs, expenses or and all ----------- liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorney's fees, reasonable consultant's fees and reasonable expert fees), which Tenant or any or all of the Indemnitees may hereafter suffer, incur, be responsible for or disburse as a result of: (1) any governmental action, order, directive, administrative proceeding or ruling; (2) personal or bodily injuries (including death) or damage (including loss of use) to any Premises (public or private); (3) cleanup, remediation, investigation or monitoring of any pollution or contamination of or adverse effects on human health or the environment; or (4) any violation or alleged violation of laws, statutes, ordinances, orders, rules or regulations of any governmental entity or agency (collectively "Environmental Liabilities") ------------------------- directly or indirectly caused by or arising out of any Existing Environmental Conditions or Environmental Hazards existing on or about the Premises except to the extent that any such Environmental Hazard is caused by or arises out of Tenant's occupancy of the Premises. The term "Environmental Hazards" shall be --------------------- defined as hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) and underground storage tanks. The term "hazardous substances" shall be as defined in the Comprehensive Environmental -------------------- Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ------ (CERCLA), and any regulations promulgated pursuant thereto. The term "hazardous --------- wastes" shall be as defined in the Resource Conservation and Recovery Act (42 ------ U.S.C. Section 6901 et seq.) (RCRA), and any regulations promulgated pursuant ------ thereto. The term "pollutants" shall be as defined in the Clean Water Act (33 ---------- U.S.C. Section 1251 et seq.), and any regulations promulgated pursuant thereto. ------ This provision shall survive termination of the Lease. B. Tenant agrees to indemnify and save harmless Landlord, Landlord's successors and assigns and Landlord's present and future officers, directors, employees and agents (collectively "Indemnitees") from and against any and all ----------- liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorneys' fees, incurred by Beneficiary reasonable consultant fees and arising from reasonable expert fees), which Landlord or any breach or all of the Indemnitees may hereafter suffer, incur, be responsible for or disburse as a result of any covenant, warranty Environmental Liabilities directly or agreement pertaining to indirectly caused by or arising out of any environmental laws, Environmental Hazards existing on or any order, consent decree or settlement relating to about the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, Premises but only to the extent permitted that any such Environmental Hazards are caused by such Section 726.5, the rights and remedies or arise out of an unsecured creditor, including reduction of BeneficiaryTenant's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery occupancy of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition Premises. This provision shall survive termination of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the NoteLease.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Agents may reasonably request; (iii) immediately notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect; and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (breal or personal) had actual knowledge arising out of or notice related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of such release any Environmental Law and/or (E) any Environmental Action filed against any Agent or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees that Beneficiary may (a) Each Loan Party shall (i) keep each property now or hereafter owned or operated by it free of any Environmental Liens; (ii) comply, and use reasonable best efforts to cause all tenants and other Persons who may come upon any property owned, leased or operated by it to comply, with all Environmental Laws in ------------- accordance all material respects and provide to Collateral Agent any documentation of such compliance which Collateral Agent may reasonably request; (iii) maintain and comply in all material respects with California Code all Governmental Authorizations required under applicable Environmental Laws; (iv) take all commercially reasonable steps to prevent any Release of Civil Procedure Section 736Hazardous Materials in violation of Environmental Law at, on or migrating from any property owned, leased or operated by any Loan Party; (v) take all commercially reasonable steps to prevent Hazardous Materials in violation of Environmental Law on, at or migrating from any property owned, leased or operated by any Loan Party; (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials in violation of Environmental Law or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the real property consistent with its current use and, upon request of Collateral Agent, provide Collateral Agent with copies of all data, information and reports generated in connection therewith as such Section Collateral Agent may reasonably request. (b) The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify Collateral Agent in writing (A) if it knows, reasonably suspects or believes there may be amended from time to timea Release in excess of any reportable quantity or material violation of Environmental Laws in, recover any costsat, expenses on, under or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach part of the real property owned, leased or operated by any Loan Party or any improvements constructed thereon, (B) of any covenantmaterial Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest, warranty (C) of any material Environmental Claims or agreement pertaining Environmental Liabilities and Costs concerning any real property owned, leased or operated by any Loan Party, (D) of any failure to comply with Environmental Law in all material respects at any real property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (E) any Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any real property owned, leased or operated by any Loan Party that could cause such real property or any part thereof to be subject to any environmental lawsmaterial restrictions on the ownership, occupancy, transferability or use thereof under any orderEnvironmental Laws, consent decree and (F) any notice of Environmental Lien filed against any real property owned, leased or settlement relating to the cleanup of toxic or hazardous waste or waste productsoperated by any Loan Party, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) provide such other documents and information as reasonably requested by Collateral Agent in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as relation to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" matter pursuant to this Section 5.9(b). (as such terms are defined in such Section)c) The Loan Parties shall comply with all environmental land use restrictions, and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, engineering controls and any other rights conditions or requirements imposed upon any real property owned, leased or operated by any Loan Party, including without limitation the restrictions, conditions and remedies permitted by lawrequirements set forth in (i) the Environmental Land Use Control recorded on or about June 20, 2002 (Document No. Trustor 00535497) with respect to the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above the Environmental No Further Remediation Letter recorded on or about March 30, 2010 with respect to the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇; provided, however, such restriction and engineering controls are limited consistent with the current and intended use of the real property. (d) At the reasonable request of Collateral Agent, but no more than once per Fiscal Year for each real property owned or leased by Loan Parties unless there exists an Event of Default, each of the Loan Party shall provide to instances in which Trustor or Collateral Agent and the Lenders, within forty-five (45) calendar days after such request, at the sole expense of the Loan Parties, an environmental site assessment report for any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined real property described in such Section 726.5) or threatened release request, prepared by an environmental consulting firm acceptable to Collateral Agent, pursuant to a scope of toxic or hazardous waste or waste productswork as reasonably required by the Collateral Agent. Without limiting the generality of the - 81 - *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. foregoing, or (b) had actual knowledge or notice if Collateral Agent reasonably determines at any time that a risk exists that any such report will not be provided within the time referred to above, Collateral Agent may retain an environmental consulting firm to prepare such report at the sole expense of the Loan Parties, and the Loan Parties hereby grant, at the time of such release request to Collateral Agent, such firm and any agents or threatened release prior representatives thereof an irrevocable non-exclusive license, subject to the execution and delivery rights of the Note and failed tenants, to disclose enter onto their respective properties to undertake such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteassessment.

Environmental. Trustor hereby agrees that Beneficiary may (ia) in ------------- accordance with California Code Each Obligor will comply, and will cause each of Civil Procedure Section 736its respective Subsidiaries to comply, as such Section may be amended from time and will use its best efforts to timecause (a) their respective employees, recover agents, contractors and subcontractors, (b) all tenants under any costs, expenses lease or liabilities, including attorneys' fees, incurred by Beneficiary and arising from occupancy agreement affecting any breach portion of any covenantFacility Plant and (c) all other Persons on or occupying such property, warranty to comply, with all Environmental Laws where non-compliance could, individually or agreement pertaining in the aggregate, reasonably be expected to result in a Material Adverse Effect or a liability to any environmental laws, or any order, consent decree or settlement relating Finance Party. (b) With respect to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; Obligors and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security each of the Deed members of Trust as the Group and the respective Facility Plants of each of the foregoing, each Obligor will promptly advise the Agent in writing and in reasonable detail of (a) any Release of any Hazardous Material after the date hereof required to be reported to any parcel of Federal, state, local or foreign governmental or regulatory agency under all applicable Environmental Laws, (b) any remedial action taken after the Property that is "environmentally impaired" or is an "affected parcel" (as date hereof by such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against TrustorObligor or, to the extent permitted by such Section 726.5Obligor or any other member of the Group has any such knowledge, any other Person in response to (1) any Hazardous Material on, under or about any Facility Plant, the rights and remedies existence of an unsecured creditorwhich, including reduction individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or any liability of Beneficiary's claim any Finance Party or (2) any Environmental Claim asserted against Trustor any Obligor or any other member of the Group that could, individually or in the aggregate, reasonably be expected to judgmentresult in a Material Adverse Effect or any liability of any Finance Party, and (c) any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition from any governmental agency that indicates such agency is investigating whether any Obligor or any other member of the PropertyGroup may be potentially responsible for a Release of Hazardous Materials, unless Trustor otherwise obtained actual knowledge to the extent any such Release of any Hazardous Material, remedial action or request for information could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or result in any liability of a Finance Party. (c) Each Obligor will, at its own expense, provide copies to the Agent of such release documents or threatened release prior information to the execution and delivery which such Obligor or any other member of the NoteGroup has access as the Agent or the Lenders may reasonably request in relation to any matters disclosed pursuant to this clause 22.8.

Environmental. Trustor hereby agrees that Beneficiary may (a) Each Loan Party shall (i) keep the Real Property free of any Environmental Liens; (ii) comply, and take all steps to cause all tenants and other Persons who may come upon any Real Property to comply, with all Environmental Laws in ------------- accordance all material respects and provide to Agent any documentation of such compliance which Agent may reasonably request; (iii) maintain and comply in all material respects with California Code all Governmental Authorizations required under applicable Environmental Laws; (iv) take all steps to prevent any Release of Civil Procedure Section 736Hazardous Materials from any Real Property; (v) ensure that there are no Hazardous Materials on, as such Section at or migrating from any property owned or operated by any Loan Party; (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of Agent, provide the Agent and Service Agent all data, information and reports generated in connection therewith. (b) The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify the Agent and Service Agent in writing (A) if it knows, suspects or believes there may be amended from time to timea Release in excess of any reportable quantity or in material violation of Environmental Laws in, recover any costsat, expenses on, under or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach part of any covenant, warranty or agreement pertaining to any environmental laws, or any order, consent decree or settlement relating to the cleanup of toxic or hazardous waste or waste products, or any other "environmental provision" (as defined in such Section 736) relating to the Real Property or any portion thereof; improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest or concerning any Real Property, (C) of any failure to comply with Environmental Law in all material respects at any Real Property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (D) any Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Agent in accordance relation to any matter pursuant to this Section 5.9(b). (c) Commencing in 2015, at the reasonable request of Agent, but no more than once per Fiscal Year for each Real Property unless there exists an Event of Default, each of the Loan Party shall provide to the Agent, Service Agent and the Lenders, within thirty (30) calendar days after such request, at the sole expense of the Loan Parties, an environmental site assessment report for any of the Real Property described in such request, prepared by an environmental consulting firm acceptable to Agent, indicating the presence or absence of Hazardous Materials, Releases or compliance with California Code Environmental Laws and the estimated cost of Civil Procedure Section 726.5any compliance, as removal or Remedial Action in connection with any Release, Hazardous Materials or violations of Environmental Laws. Without limiting the generality of the foregoing, if Agent reasonably determines at any time that a risk exists that any such Section report will not be provided within the time referred to above, Agent may be amended from retain an environmental consulting firm to prepare such report at the sole expense of the Loan Parties, and the Loan Parties hereby grant, at the time of such request to timeAgent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to waive the security of the Deed of Trust as enter onto their respective properties to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as undertake such terms are defined in such Section), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteassessment.

Environmental. Trustor hereby agrees that Beneficiary may (i) in ------------- accordance with California Code Keep any property either owned or operated by it or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach its Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) immediately notify the Agents of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by it or any order, consent decree or settlement relating of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) promptly provide the cleanup Agents with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any portion thereofof its Subsidiaries; and (iiC) notice of a violation, citation or other administrative order which could reasonably be expected to result in accordance with California Code of Civil Procedure Section 726.5a Material Adverse Effect and (v) defend, as such Section may be amended from time to time, to waive indemnify and hold harmless the security of Agents and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste occupied by any Loan Party or waste productsany of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (breal or personal) had actual knowledge arising out of or notice related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of such release any Environmental Law and/or (E) any Environmental Action filed against any Agent or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteany Lender.

Environmental. Trustor hereby agrees that Beneficiary may Each Credit Party will (i) in ------------- accordance with California Code keep any property either owned or operated by them or any of Civil Procedure Section 736, as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach their Subsidiaries free of any covenantEnvironmental Liens; (ii) comply, warranty and cause their Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent documentation of such compliance which the Agent reasonably requests; (iii) immediately notify the Agent of any Release of a Hazardous Material in excess of any reportable quantity from or agreement pertaining to any environmental laws, onto property owned or operated by the Credit Parties or any order, consent decree or settlement relating of their Subsidiaries and take any Remedial Actions required to a▇▇▇▇ said Release; (iv) promptly provide the cleanup Agent with written notice within 10 days of toxic or hazardous waste or waste products, the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Credit Party or any other "environmental provision" of its Subsidiaries; (as defined in such Section 736B) relating to the Property commencement of any Environmental Action or notice that an Environmental Action will be filed against any Credit Party or any portion thereofof its Subsidiaries; and (iiC) in accordance with California Code notice of Civil Procedure Section 726.5a violation, as such Section may citation or other administrative order which could not reasonably be amended from time expected to timehave a Material Adverse Effect and (v) defend, to waive indemnify and hold harmless the security of Agent and the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)Lenders and their transferees, and as to their respective employees, agents, officers and directors, from and against any Collateral claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (as defined in including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Loan Agreement) attached to such parcelpresence, and thereafter to exercise against Trustordisposal, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic any Hazardous Materials on any property at any time owned or hazardous waste operated by any Credit Party or waste productsany of its Subsidiaries (or its respective predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (breal or personal) had actual knowledge arising out of or notice related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials and/or (D) any violation of such release any Environmental Law at or threatened release prior relating to the execution and delivery or arising in connection with any property owned or operated by any Credit Party or any of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Notetheir Subsidiaries.

Environmental. Trustor hereby agrees that Beneficiary may (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in ------------- accordance compliance with California Code of Civil Procedure Section 736all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as such Section the case may be amended from time be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to time, recover operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach of any covenant, warranty or agreement pertaining their respective Subsidiaries is subject to any environmental laws, material Environmental Claim or any orderother material liability under any Environmental Law that is pending or, consent decree or settlement to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the cleanup formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of toxic the Credit Parties or hazardous waste any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or waste productsin part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other "environmental provision" health or safety matters (as defined in such Section 736) which for clarity does not include matters arising under or relating to the Property or any portion thereof; and (ii) in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such SectionHealth Care Laws), and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, and any other rights and remedies permitted by law. Trustor and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior to the execution and delivery of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Note.

Environmental. Trustor hereby agrees that Beneficiary may (a) Each Loan Party shall (i) keep each property now or hereafter owned or operated by it free of any Environmental Liens; (ii) comply, and use reasonable best efforts to cause all tenants and other Persons who may come upon any property owned, leased or operated by it to comply, with all Environmental Laws in ------------- accordance all material respects and provide to Collateral Agent any documentation of such compliance which Collateral Agent may reasonably request; (iii) maintain and comply in all material respects with California Code all Governmental Authorizations required under applicable Environmental Laws; (iv) take all commercially reasonable steps to prevent any Release of Civil Procedure Section 736Hazardous Materials in violation of Environmental Law at, on or migrating from any property owned, leased or operated by any Loan Party; (v) take all commercially reasonable steps to prevent Hazardous Materials in violation of Environmental Law on, at or migrating from any property owned, leased or operated by any Loan Party; (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials in violation of Environmental Law or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the real property consistent with its current use and, upon request of Collateral Agent, provide Collateral Agent with copies of all data, information and reports generated in connection therewith as such Section Collateral Agent may reasonably request. (b) The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify Collateral Agent in writing (A) if it knows, reasonably suspects or believes there may be amended from time to timea Release in excess of any reportable quantity or material violation of Environmental Laws in, recover any costsat, expenses on, under or liabilities, including attorneys' fees, incurred by Beneficiary and arising from any breach part of the real property owned, leased or operated by any Loan Party or any improvements constructed thereon, (B) of any covenantmaterial Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest, warranty (C) of any material Environmental Claims or agreement pertaining Environmental Liabilities and Costs concerning any real property owned, leased or operated by any Loan Party, (D) of any failure to comply with Environmental Law in all material respects at any real property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (E) any Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any real property owned, leased or operated by any Loan Party that could cause *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. such real property or any part thereof to be subject to any environmental lawsmaterial restrictions on the ownership, occupancy, transferability or use thereof under any orderEnvironmental Laws, consent decree and (F) any notice of Environmental Lien filed against any real property owned, leased or settlement relating to the cleanup of toxic or hazardous waste or waste productsoperated by any Loan Party, or any other "environmental provision" (as defined in such Section 736) relating to the Property or any portion thereof; and (ii) provide such other documents and information as reasonably requested by Collateral Agent in accordance with California Code of Civil Procedure Section 726.5, as such Section may be amended from time to time, to waive the security of the Deed of Trust as relation to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" matter pursuant to this Section 5.9(b). (as such terms are defined in such Section)c) The Loan Parties shall comply with all environmental land use restrictions, and as to any Collateral (as defined in the Loan Agreement) attached to such parcel, and thereafter to exercise against Trustor, to the extent permitted by such Section 726.5, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgment, engineering controls and any other rights conditions or requirements imposed upon any real property owned, leased or operated by any Loan Party, including without limitation the restrictions, conditions and remedies permitted by lawrequirements set forth in (i) the Environmental Land Use Control recorded on or about June 20, 2002 (Document No. Trustor 00535497) with respect to the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ and Beneficiary acknowledge that pursuant to California Code of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above the Environmental No Further Remediation Letter recorded on or about March 30, 2010 with respect to the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇; provided, however, such restriction and engineering controls are limited consistent with the current and intended use of the real property. (d) At the reasonable request of Collateral Agent, but no more than once per Fiscal Year for each real property owned or leased by Loan Parties unless there exists an Event of Default, each of the Loan Party shall provide to instances in which Trustor or Collateral Agent and the Lenders, within forty-five (45) calendar days after such request, at the sole expense of the Loan Parties, an environmental site assessment report for any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined real property described in such Section 726.5) or threatened release request, prepared by an environmental consulting firm acceptable to Collateral Agent, pursuant to a scope of toxic or hazardous waste or waste productswork as reasonably required by the Collateral Agent. Without limiting the generality of the foregoing, or (b) had actual knowledge or notice if Collateral Agent reasonably determines at any time that a risk exists that any such report will not be provided within the time referred to above, Collateral Agent may retain an environmental consulting firm to prepare such report at the sole expense of the Loan Parties, and the Loan Parties hereby grant, at the time of such release request to Collateral Agent, such firm and any agents or threatened release prior representatives thereof an irrevocable non-exclusive license, subject to the execution and delivery rights of the Note and failed tenants, to disclose enter onto their respective properties to undertake such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior to the execution and delivery of the Noteassessment.

Environmental. Trustor hereby agrees that Beneficiary may (i) If the Administrative Agent requests in ------------- accordance writing and if (A) the Borrower does not have environmental insurance with California Code respect to any property owned, leased or operated by a Credit Party or (B) the Administrative Agent has reason to believe that there exists on any property owned, leased or operated by a Credit Party Hazardous Materials which materially affect the value of Civil Procedure Section 736such property and with respect to which the Borrower has not furnished a report within the immediately previous twelve (12) month period, the Borrowers will furnish or cause to be furnished to the Administrative Agent, at the Borrowers’ expense, a report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent as such Section may be amended from time to time, recover any costs, expenses or liabilities, including attorneys' fees, incurred by Beneficiary the nature and arising from any breach extent of the presence of any covenant, warranty or agreement pertaining to Hazardous Materials on any environmental laws, or any order, consent decree or settlement relating such property and as to the cleanup compliance by the Credit Parties with Environmental Laws; provided that if there exists a continuing default or Event of toxic or hazardous waste or waste products, or any other "Default as of the date of the Administrative Agent’s written request for an environmental provision" (as defined in such Section 736) relating report pursuant to the Property terms of this Section 7.1(k)(i), the Borrower shall provide such report regardless of whether either of the conditions set forth in subsections (A) and (B) of this Section 7.1(k)(i) has been satisfied. If the Borrowers fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and their representatives access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or any portion thereof; and groundwater sampling). (ii) in accordance with California Code of Civil Procedure Section 726.5Each Credit Party will conduct and complete all investigations, as such Section may be amended from time to timestudies, to waive the security of the Deed of Trust as to any parcel of the Property that is "environmentally impaired" or is an "affected parcel" (as such terms are defined in such Section)sampling, and as to any Collateral (as defined in the Loan Agreement) attached to such parceltesting and all remedial, removal, and thereafter other actions necessary to exercise against Trustoraddress all Hazardous Materials on, from, or affecting any real property owned or leased by a Credit Party to the extent permitted by such Section 726.5necessary to be in compliance with all Environmental Laws and all other applicable federal, the rights and remedies of an unsecured creditor, including reduction of Beneficiary's claim against Trustor to judgmentstate, and any other rights local laws, regulations, rules and remedies permitted by law. Trustor policies and Beneficiary acknowledge that pursuant to California Code with the orders and directives of Civil Procedure Section 726.5, Beneficiary's rights under clause (ii) above are limited to instances in which Trustor or any affiliate, agent, cotenant, partner or joint venturer of Trustor either (a) caused, contributed to, permitted or acquiesced in the release (as defined in all Governmental Authorities exercising jurisdiction over such Section 726.5) or threatened release of toxic or hazardous waste or waste products, or (b) had actual knowledge or notice of such release or threatened release prior real property to the execution and delivery extent any failure could reasonably be expected to have a Material Adverse Effect. (iii) Each Credit Party will promptly provide upon such Credit Party’s receipt thereof all insurance certificate(s) evidencing the environmental insurance held by any of the Note and failed to disclose such release or threatened release to Beneficiary in writing after Trustor's written request for information concerning the environmental condition of the Property, unless Trustor otherwise obtained actual knowledge of such release or threatened release prior Consolidated Parties with respect to the execution and delivery of the NoteProperties.