Common use of Compliance with Environmental Laws Clause in Contracts

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. (a) Each Borrower will use shall comply and operate its facilities and properties, and cause each if any of its Subsidiaries fails to use comply, shall cause such Subsidiary to comply with all Environmental Laws; (b) each Borrower will pay, and, if any of its Subsidiaries fails to pay, will cause each such Subsidiary to pay, all costs and operate its respective facilities and properties, expenses incurred by it in compliance complying in all material respects with all Environmental Laws, and will keep or cause to be kept all Real Property owned, operated or leased by any of them free and clear of any Liens imposed pursuant to such Environmental Laws unless the failure to comply with these requirements specified in clause (a) or (b) above would not, individually or in the aggregate, have a Material Adverse Effect; (c) in the event of the presence of any Hazardous Material at, on, under or upon any property owned, operated or leased by either Borrower or any Subsidiary which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not would reasonably be expected to result in liability under or a violation of any Environmental Law, in each case which would, individually or in the aggregate, have a Material Adverse Effect. Each Borrower will keep, the Borrowers agree to undertake, and/or to cause any of their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any investigation, removal, remedial or other action required pursuant to Environmental Laws to mitigate and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that eliminate any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseadverse effect; provided, however, that if neither Borrower nor any of their respective Subsidiaries shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the property is leased from extent required in accordance with GAAP; and (d) each Borrower shall as promptly as practicable notify the Administrative Agent of the occurrence of any event specified in clause (c) of this Section 7.7 and shall thereafter keep the Administrative Agent informed on a third-party landlord, periodic basis of any actions taken in response to such event and the Lender determines in its sole discretion (A) that results of such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedactions.

Compliance with Environmental Laws. Each (i) The U.S. Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property and vessels now or hereafter owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, and remain will keep or cause to be kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the U.S. Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the U.S. Borrower and its Subsidiaries and as allowed by (and in compliance therewithwith) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, and handle all Hazardous Materials which, either individually or in compliance with all applicable Environmental Lawsthe aggregate, except to the extent that any such lack of effectiveness or non-compliancehave not had, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have, a Material Adverse Effect. No If the U.S. Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the U.S. Borrower agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditionsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Borrower will use Borrowers shall comply with and operate its facilities shall cause all of their respective employees, agents, invitees or sublessees to comply with all Environmental Laws with respect to the disposal of industrial refuse or waste, and/or the discharge, procession, treatment, removal, transportation, storage and propertieshandling of hazardous or toxic wastes and substances, and cause each pay immediately when due the cost of removal of any such waste or substances from, and keep its Subsidiaries properties free of any lien imposed pursuant to use and operate its respective facilities and propertiesany such laws, in compliance with Environmental Lawsrules, which when taken singly regulations or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effectorders. Each Borrower will keepshall give notice to Bank as soon as reasonably possible and in no event more than five (5) Business Days after it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof. Each Borrower agrees to take any and all reasonable steps, and will cause each of its Subsidiaries to keep, perform any and all reasonable actions necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance or appropriate to promptly comply with all applicable Environmental Laws, except to the extent that any such lack of effectiveness citations, compliance orders or non-complianceEnvironmental Laws requiring either such Borrower to remove, when taken singly treat or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property dispose of such Borrower may be obtained for hazardous materials, wastes or conditions at the removal sole expense of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any , to provide Bank with satisfactory evidence of such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expensecompliance; provided, however, that nothing contained herein shall preclude Borrowers from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith, and Bank's security interest in any such property affected thereby (or the priority thereof) is not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, Borrowers (i) release and waive any present or future claims against Bank for indemnity or contribution in the event either Borrower becomes liable for remediation costs under and Environmental Laws, and (ii) agree to defend, indemnify and hold harmless Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property is leased from a third-party landlordof Borrowers of any hazardous materials, and the Lender determines in its sole discretion (A) that such landlord is obligated to removewastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or cause arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to be removedhazardous materials (including, such Lien without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of Bank. The covenants and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower indemnities contained in this Section 8.8 shall not be so obligatedsurvive termination of this Agreement.

Compliance with Environmental Laws. Each Lead Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Restricted Subsidiaries to keepcomply, with all necessary Environmental Permits Laws and permits applicable to, or required by, the ownership, lease or use of Real Property now or hereafter owned, leased or operated by the Borrowers or any of their Restricted Subsidiaries, except such noncompliances as would not, either individually or in effect and remain in compliance therewiththe aggregate, reasonably be expected to have a Material Adverse Effect, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other tenants of such leased Real Property who are not within the control of the Borrowers). Except as have not had, and would not reasonably be expected to have, a Material Adverse Effect, neither the Borrowers nor any of their Restricted Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrowers or any of their Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from such Real Properties in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property and vessels now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, and remain will keep or cause to be kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the Borrower and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance therewithwith) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, and handle all Hazardous Materials which, either individually or in compliance with all applicable Environmental Lawsthe aggregate, except to the extent that any such lack of effectiveness or non-compliancehave not had, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have, a Material Adverse Effect. No If the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by the Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditionsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. (a) Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Restricted Subsidiaries to keepcomply, with all necessary Environmental Permits Laws and permits applicable to, or required by, the ownership, lease or use of Real Property now or hereafter owned, leased or operated by the Borrowers or any of their Restricted Subsidiaries, except such noncompliances as would not, either individually or in effect and remain in compliance therewiththe aggregate, reasonably be expected to have a Material Adverse Effect, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other tenants of such leased Real Property who are not within the control of the Borrowers). Except as have not had, and would not reasonably be expected to have, a Material Adverse Effect, neither the Borrowers nor any of their Restricted Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrowers or any of their Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from such Real Properties in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each (a) The Parent Guarantors and the Borrower Agent will use and operate its facilities and propertiescomply, and will (x) cause each of its their Subsidiaries to use comply and operate (y) ensure compliance by its respective facilities tenants and propertiessubtenants, in compliance with Environmental Lawseach case, which when taken singly or with all other Environmental Laws and permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by any Parent Guarantor, the Borrower Agent or any of their Subsidiaries, except for such obligations (including all liabilities and claims relating to Environmental Laws)noncompliances as could not, does not result either individually or could not in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep, and will promptly pay or cause each to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of its any Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws. None of any Parent Guarantor, the Borrower Agent or any of their Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by any Parent Guarantor, the Borrower Agent or any of their Subsidiaries, or transport or permit the transportation of Hazardous Materials to keepor from any such Real Property, all necessary Environmental Permits in effect and remain except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance therewith, and handle in all Hazardous Materials in compliance material respects with all applicable Environmental LawsLaws and as required in connection with the normal operation, use and maintenance of the business or operations of any Parent Guarantor, the Borrower Agent or any of their Subsidiaries, except to in connection with such noncompliance as could not, either individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and propertiescomply, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each the Borrower will keep, and will cause each of its Subsidiaries to keepcomply, with all necessary Environmental Permits Laws and permits applicable to, or required by, its operations or the ownership, lease, occupancy, or use of any Real Property now or hereafter owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, except such noncompliances as could not, either individually or in effect the aggregate, reasonably be expected to have a Material Adverse Effect, and remain 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 Real Property free and clear of any Liens imposed pursuant to such Environmental Laws except, in each case, for Permitted Liens related thereto. Neither the Borrower nor any of the Borrower’s Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, or transport Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at or transported from, any such Real Properties (x) in compliance therewith, and handle in all Hazardous Materials in compliance material respects with all applicable Environmental LawsLaws and as required in connection with the normal operation, except to use and maintenance of the extent that business or operations of the Borrower or any such lack of effectiveness its Subsidiaries and (y) as could not, either individually or non-compliancein the aggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Borrower (a) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Holdings and the Borrower shall suffer agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, that neither Holdings nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) (i) Each Borrower Credit Agreement Party will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property and vessels now or hereafter owned, leased or operated by such Credit Agreement Party or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, and remain will keep or cause to be kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by such Credit Agreement Party or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the U.S. Borrower and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance therewithwith) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, and handle all Hazardous Materials which, either individually or in compliance with all applicable Environmental Lawsthe aggregate, except to the extent that any such lack of effectiveness or non-compliancehave not had, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have, a Material Adverse Effect. No If the U.S. Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditionsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To At the extent the laws written request of the United States Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor (which may not simply be a desire for periodic review), at any state in which propertytime and from time to time, the Credit Agreement Parties will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given operated by the Lender to the U.S. Borrower Representativeor any of its Subsidiaries, the Borrower Representative shall deliver to the Lender a report issued prepared by a qualified, third party an environmental consultant selected by such Borrower and consulting firm reasonably approved by the Lender as Administrative Agent, addressing the matters which gave rise to such request and estimating the existence potential costs of any Polluting Substances located on removal, remedial or beneath the specified property leased or owned by such Borrower. To the extent other corrective action in connection with any such Polluting Substance is located therein or thereunder that either (i) subjects matter. If a Credit Agreement Party fails to provide the property to a Lien or (ii) requires removal to safeguard same within 45 days after such request was made, the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if Administrative Agent may order the property is leased from a third-party landlordsame, and the Lender determines in its sole discretion (A) that Credit Agreement Parties shall grant and hereby do grant, to the Administrative Agent and the Lenders and their agents, access to such landlord is obligated Real Property and specifically grant the Administrative Agent and the Lenders and their agents an irrevocable non-exclusive license, subject to removethe right of tenants, or cause to be removedundertake such an assessment, such Lien all at the Credit Agreement Parties’ joint and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedseveral expense.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Restricted Subsidiaries to keepcomply, with all necessary Environmental Permits Laws and permits applicable to, or required by, the ownership, lease or use of Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, except such noncompliances as would not, either individually or in effect and remain in compliance therewiththe aggregate, reasonably be expected to have a Material Adverse Effect, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other tenants of such leased Real Property who are not within the control of the Borrower). Except as have not had, and would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from such Real Properties in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Neither Borrower will use and operate its facilities and propertiesnor any Restricted Subsidiary (nor any Unrestricted Subsidiary, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other if such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or violation hereof could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000) will do any of the following: (a) use any of its property as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of business and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of its property any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of its property except as generated in the ordinary course of business and in material compliance with Environmental Laws, (d) cause a Release of Hazardous Substances on, upon or into any of its property which give rise to liability under CERCLA or any other Environmental Law, or (e) transport or arrange for the transport of any Hazardous Substances (except as required in the ordinary course of business and in material compliance with all Environmental Laws), and any such failure to comply with any of the foregoing clauses (a) through (e) shall continue unremedied for a period of thirty (30) days. If Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary, if such Release could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000) causes or permits any Release of Hazardous Substances in violation of Environmental Laws to occur, Borrower or such Subsidiary shall cause the prompt containment and removal of such Hazardous Substances and remediation of the Eligible Asset in material compliance with all applicable Environmental Laws. At any time after and during the continuation of an Event of Default, at any time that Agent or the Required Lenders shall have reasonable grounds to believe that a Release of Hazardous Substances may have occurred relating to any property of Borrower or its Restricted Subsidiaries (or any Unrestricted Subsidiaries, if such Release could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000), Agent may at its election (and will at the request of the Required Lenders) obtain such assessments, including, without limitation, environmental assessments of such property prepared by an Environmental Engineer as may be reasonably necessary for the purpose of evaluating or confirming whether any Hazardous Substances have been Released by Borrower or any such Subsidiary on such property, which Release will result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property Such assessments may include detailed visual inspections of such Borrower may property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil or other samples, as well as such other investigations or analyses as are reasonably necessary for a determination of whether such Release results in a Material Adverse Effect. All reasonable costs related to such environmental assessments shall be obtained for at the sole cost and expense of Borrower. At any time after and during the continuation of an Event of Default, Agent may, but shall never be obligated to, remove or cause the removal of Polluting any Hazardous Substances that have been releasedwhich are in violation of any Environmental Law from Borrower’s or any Restricted Subsidiary’s property (or if removal is prohibited by any Environmental Law or any other applicable law, no later than sixty physical restriction or other reason, take or cause the taking of such other action as is required to cause such property to be in material compliance with any Environmental Law) if Borrower or any Restricted Subsidiary fails to materially comply with its obligations hereunder with respect thereto; and Agent and its designees are hereby granted access to such property at any reasonable time or times, upon reasonable notice, to remove or cause such removal or to take or cause the taking of any such other action. All costs, including, without limitation, the reasonable costs incurred by Agent in taking the foregoing action, damages, liabilities, losses, claims, expenses (60including attorneys’ fees and disbursements) days after notice is given which are incurred by Agent, as the result of any Borrower’s or any Restricted Subsidiary’s failure to comply with the provisions of this §8.5, shall be paid by Borrower or such applicable Restricted Subsidiary to Agent upon demand by Agent and shall be additional obligations secured by the Lender Security Documents, except for costs resulting from or related to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on Agent’s gross negligence or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedwillful misconduct.

Compliance with Environmental Laws. (a) (i) Each Borrower Credit Agreement Party will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewithcomply, and handle will use commercially reasonable efforts to cause each Program Affiliate to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership or use of its Real Property now or hereafter owned or operated by such Credit Agreement Party, any of its Subsidiaries or any Program Affiliate, will promptly pay or, with respect to any of its Subsidiaries, cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by such Credit Agreement Party, any of its Subsidiaries or any Program Affiliate other than in compliance with all applicable Environmental LawsLaws and as required in connection with the normal business operations of such Credit Agreement Party, except its Subsidiaries and the Program Affiliates, or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Credit Agreement Party, its Subsidiaries and the Program Affiliates, unless the failure to comply with the extent that any such lack of effectiveness requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted had, and could not reasonably be expected to result in have, a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit If any Credit Agreement Party or any of its Subsidiaries or any tenant or occupant of any Real Property owned or operated by such Credit Agreement Party or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to suffer require reporting or to trigger an obligation to undertake clean-up, removal or remedial action under applicable Environmental Laws, such Credit Agreement Party agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not had (unless same has ceased to exist), an environmental condition which, when taken singly or with all other such conditions, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To ; provided that neither any Credit Agreement Party nor any of its Subsidiaries shall be required to undertake any clean up, removal, remedial or other action while the requirement to undertake such clean up, removal, remedial or other action is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such clean up, removal, redial or other action to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07(a), no Credit Agreement Party shall be required by this Section to exercise any degree of control over the laws operations of the United States any of its Subsidiaries or any state in which property, leased Program Affiliate that could reasonably be construed under applicable Environmental Law to make such Credit Agreement Party liable for Environmental Claims arising from or owned, of any Borrower provide that a Lien on causally related to the property Real Property or operations of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender Subsidiary or Program Affiliate as to the existence of an owner or an operator or upon any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedother basis.

Compliance with Environmental Laws. Each The Borrower shall, and shall cause each of its Subsidiaries to, comply, in all material respects, with all Environmental Laws applicable to the ownership or use of all the Real Property, and shall promptly pay, or cause its Subsidiaries to promptly pay all costs and expenses incurred in such compliance, and will use keep or cause to be kept the Borrower's or its Subsidiaries' interest in all owned Real Properties free and operate clear of any Liens imposed pursuant to such Environmental Laws imposed in connection with their ownership or use. Neither the Borrower nor any of its facilities and propertiesSubsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property, or transport or permit the transportation of Hazardous Materials to or from any Real Property, other than in the normal course of business in compliance with applicable law. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertake, and cause each of its Subsidiaries to use undertake, any clean up, removal, remedial or other action necessary to remove and operate its respective facilities and propertiesclean up any Hazardous Materials from any Real Property owned, in compliance with Environmental Laws, which when taken singly leased or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result operated by the Borrower or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each any of its Subsidiaries to keepin accordance with, in all necessary Environmental Permits in effect material respects, such orders and remain in compliance therewith, and handle directives of all Hazardous Materials in compliance with all applicable Environmental Lawsgovernmental authorities, except to the extent that any the Borrower or such lack Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP; provided that it will not constitute a breach of effectiveness or non-compliance, when taken singly or with all this Section 5.06 if a Person other instances lack of effectiveness or non-compliance, has not resulted than the Borrower and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other takes such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws action on behalf of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedSubsidiaries.

Compliance with Environmental Laws. Each The Borrower will and each Guarantor shall comply with and shall use and operate reasonable commercial efforts to cause all of its facilities and propertiesemployees, or agents (while such Persons are acting within the scope of their relationship with the Borrower) to (i) comply with all Environmental Laws with respect to the disposal of Hazardous Materials, (ii) pay immediately when due the cost of removal of any such Hazardous Materials, and cause (iii) keep the Borrower's and each Guarantor's properties free of its Subsidiaries any lien imposed pursuant to use and operate its respective facilities and properties, in compliance with any Environmental Laws, which when provided that no breach of this Section 12.5 shall occur if (a) the same is discharged within thirty (30) days after the Borrower or such Guarantor is notified of non-compliance or an appeal or appropriate proceedings for review thereof is taken singly within such period and Borrower or with all such Guarantor is not obligated to comply pending such appeal or other such obligations appropriate proceedings or (including all liabilities and claims relating b) failure to Environmental Laws), does not result or do so could not reasonably be expected to result in have a Material Adverse Effect. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except shall give notice to the extent that Agent as soon as reasonably possible and in no event more than five (5) days after Borrower (or any such lack of effectiveness Guarantor) receives any compliance orders, environmental citations, or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not notices from any Governmental Authority relating to any Environmental Liabilities relating to its properties which may reasonably be expected to result in a Material Adverse Effect. No an Event of Default; the Borrower shall suffer agrees to existtake any and all reasonable steps, nor shall it permit and to perform any of its Subsidiaries and all reasonable actions necessary or appropriate to suffer promptly comply with any such compliance orders, environmental citations, or other notices from any Governmental Authority relating to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To any Environmental Liabilities requiring the extent the laws of the United States Borrower (or any state in which propertyGuarantor) to remove, leased treat or owned, of any Borrower provide that a Lien on the property dispose of such Borrower may be obtained for Hazardous Materials, and, upon Agent's request, to provide the removal Agent with satisfactory evidence of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence compliance with any claim in excess of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense$500,000; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders, environmental citations, or other notices from any Governmental Authority relating to any Environmental Liabilities if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower and each Guarantor agrees to defend, indemnify and hold harmless the Agent and the Lenders from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Agent and/or the Lenders by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property is leased from a third-party landlordof the Borrower (or any Guarantor) of any Hazardous Materials, and regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Lender determines in its sole discretion (A) the costs and/or liabilities described above being hereinafter referred to as the "Environmental Liabilities"); provided, however, that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such the Borrower shall not be so obligatedobligated to indemnify the Agent or any Lenders for any acts or omissions of the Agent or any Lenders in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Agent or Lender, as determined by a court of competent jurisdiction in a final, non-appealable judgment. THE COVENANTS AND INDEMNITIES CONTAINED IN THIS SECTION 12.5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT; AND, PROVIDED, HOWEVER, NO RELEASE, WAIVER, DEFENSE OR INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.5 IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT AND/OR THE LENDERS OR THEIR AGENTS OR REPRESENTATIVES DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS, OR ITS AGENTS OR REPRESENTATIVES, SHALL HAVE OBTAINED OWNERSHIP, OPERATION OR POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE). ANY CLAIMS UNDER THIS SECTION 12.5 SHALL BE SUBJECT TO SECTION 15.9.

Compliance with Environmental Laws. Each (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property and vessels now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, and remain will keep or cause to be kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the Borrower and its Subsidiaries and as allowed by (and in compliance therewithwith) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, and handle all Hazardous Materials which, either individually or in compliance with all applicable Environmental Lawsthe aggregate, except to the extent that any such lack of effectiveness or non-compliancehave not had, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have, a Material Adverse Effect. No If the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by the Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditionsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepHoldings will, and will cause each of its Subsidiaries to keepto, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance comply with all applicable Environmental Laws, except to such non- compliances as could not, either individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No , comply in all material respects with all Mortgaged Vessel permits issued pursuant to Environmental Laws applicable to, or required by, the ownership or use of any Mortgaged Vessel now or hereafter owned, operated or occupied by the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries to suffer to exist(except such non-compliances as could not, an environmental condition whicheither individually or in the aggregate, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in have a Material Adverse Effect. To the extent the laws of the United States or any state in which property), leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, will pay or cause to be removed, paid all costs and expenses incurred in connection with maintaining such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if compliance (except to the property is leased from a third-party landlordextent being contested in good faith), and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, will keep or cause to be removedkept each such Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens arising from any cost or other obligation arising under Environmental Law that Holdings or such Subsidiary is contesting in good faith). Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Mortgaged Vessel now or hereafter owned or operated or occupied by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or Mortgaged Vessels except in compliance in all material respects with all applicable Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance on the Mortgaged Vessels in at least such Lien amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedother environmental pollution.

Compliance with Environmental Laws. (a) (i) Each Borrower Credit Agreement Party will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property and vessels now or hereafter owned, leased or operated by such Credit Agreement Party or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, and remain will keep or cause to be kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by such Credit Agreement Party or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of Holdings and its Subsidiaries as conducted on the Effective Date and as allowed by (and in compliance therewithwith) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, and handle all Hazardous Materials which, either individually or in compliance with all applicable Environmental Lawsthe aggregate, except to the extent that any such lack of effectiveness or non-compliancehave not had, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have, a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit If Holdings or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by Holdings or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditionsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Without limitation of the covenants contained in section 8.7, the Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects, with all Environmental Permits Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws which are not permitted under section 9.3. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not have, and which would not be reasonably expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Borrower to perform its obligations under any Credit Document. If required to do so under any applicable order of any governmental agency, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental LawsLaws and in accordance with, in all material respects, such orders of all governmental authorities, except to the extent that any the Borrower or such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted Subsidiary is contesting such order in good faith and could not reasonably be expected by appropriate proceedings and for which adequate reserves have been established to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given required by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedGAAP.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties(a) Except where the failure to do so could not, and cause each of its Subsidiaries to use and operate its respective facilities and propertieseither individually or in the aggregate, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower , each Borrower: (i) will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all Environmental Laws applicable to the operation of their business and the ownership or use of any Real Property; (ii) will pay, and will cause each of its Subsidiaries to pay, all necessary costs and expenses incurred in such compliance; (iii) will keep or cause to be kept all Real Properties owned, operated or leased by such Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Permits in effect Laws; and remain in compliance therewith(iv) will not, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has will not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries subsidiaries to, generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any such Real Property, or transport or permit the transportation of Hazardous Materials to suffer to exist, an environmental condition which, when taken singly or from any such Real Property except in compliance with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effectapplicable law. To the extent the laws of the United States If any Borrower or any state in which propertyof its Subsidiaries, leased or owned, any tenant or occupant of any Borrower provide that a Lien on such Real Property, causes or permits any intentional or unintentional act or omission resulting in the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence material presence or release of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either Hazardous Material (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Personexcept in compliance with applicable Environmental Laws), such Borrower shall removeagrees to undertake, and/or to cause any of its Subsidiaries, tenants or cause occupants to be removedundertake, such Lien and such Polluting Substance at such Borrower’s their sole expense; provided, howeverany clean up, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any such Real Property, provided that neither Borrower nor any of its Subsidiaries shall not be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so obligatedlong as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred as required pursuant to Environmental Law in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except in material compliance with all applicable Environmental LawsLaws and reasonably required in connection with the operation, except use and maintenance of such Real Property by the Borrower’s or such Subsidiary’s business, unless any failures to comply with the extent that any such lack of effectiveness requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with in the aggregate, (x) have not had (unless same has ceased to exist in all other instances lack of effectiveness or non-compliance, has not resulted respects) and could (y) are not reasonably be expected likely to result in have, a Material Adverse Effect. No If the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees, if required to suffer do so under any final legally binding applicable directive or order of any governmental agency, to existundertake, an environmental condition whichand/or to cause any of its Subsidiaries, when taken singly tenants or with occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so (x) has not had (unless same has ceased to exist in all other such conditionsrespects) and (y) is not reasonably likely to have, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Subsidiary Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, properties in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Subsidiary Borrower will keep, and will cause each of its Subsidiaries to keep, keep all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Neither Peak or a Subsidiary Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, exist an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Subsidiary Borrower provide that a Lien on the property of such Subsidiary Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Borrowers’ Representative, the Borrower a Responsible Officer of Borrowers’ Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Subsidiary Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Subsidiary Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Subsidiary Borrower and Peak shall remove, or cause to be removed, such Lien and such Polluting Substance at such Subsidiary Borrower's and Peak’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Subsidiary Borrower and Peak shall not be so obligated.

Compliance with Environmental Laws. (a) Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Company shall comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Property to be kept free of any Liens under Environmental Laws), does not result or unless failure to do so could not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. Each Borrower will keepEffect or subject any Agent, and will cause each Lender or Issuing Lender to any material risk of its Subsidiaries to keepdamages or liability; (b) in the event of the presence of any Hazardous Material at, all necessary Environmental Permits in effect and remain in compliance therewithon, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that under or emanating from any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not Real Property which would reasonably be expected to result in liability under or a violation of any Environmental Law, in each case which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Company shall undertake, and/or use their best efforts to cause any of their respective tenants or occupants to undertake, at no expense to any Lender, any action required pursuant to Environmental Laws to mitigate and eliminate such adverse effect; PROVIDED, HOWEVER, that no Company shall be required to comply with any order or directive of a Governmental Authority which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; (c) each Company shall promptly notify the Administrative Agent of the occurrence of any event specified in clause (b) of this Section 9.14 and shall periodically thereafter keep the Administrative Agent informed of any material actions taken in response to such event and the results of such actions; and (d) at the written request of the Administrative Agent at any time and from time to time, each Obligor will provide, at such Obligor's sole cost and expense, an environmental site assessment (including, without limitation, the results of any groundwater or other testing, conducted if the Administrative Agent directs that such testing be conducted) concerning any Real Property now or hereafter owned, leased or operated by any Company, conducted by an environmental consulting firm proposed by such Obligor and approved by the Administrative Agent indicating the presence or absence of Hazardous Materials and the potential cost of any required investigation or other response or any corrective action in connection with any Hazardous Materials on, at, under or emanating from such Real Property and the potential cost of any required investigation, response or corrective action to address any such Hazardous Materials; PROVIDED, HOWEVER, that such request may be made only if (a) there has occurred and is continuing an Event of Default, (b) the Administrative Agent reasonably believes that any Company or any such Real Property or operations are not in material compliance with Environmental Law or (c) circumstances exist that reasonably could be expected to form the basis of an Environmental Claim against such Company or any such Real Property which could, individually or in the aggregate, have a Material Adverse Effect. No Borrower shall suffer If any Obligor fails to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To provide the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) same within 60 days after notice such request was made, the Administrative Agent may but is given by under no obligation to conduct the Lender same, and such Obligor shall grant and hereby grants to the Borrower RepresentativeAdministrative Agent and its agents access to such Real Property and specifically grants the Administrative Agent an irrevocable non-exclusive license, the Borrower Representative shall deliver subject to the Lender a report issued by a qualifiedrights of tenants, third party environmental consultant selected by to undertake such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Personan assessment, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance all at such Borrower’s Obligor's sole cost and expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each Borrower will use The Fund and operate its facilities and properties, and cause each of its Subsidiaries to use has been and operate its respective facilities and properties, is in compliance with all Applicable Laws (collectively, the “Environmental and Health Laws, which when taken singly or with all other such obligations (including all liabilities and claims ”) relating to Environmental Lawsthe protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes, materials or substances (collectively, “Hazardous Substances”), does not result except where such non-compliance or could not reasonably be expected to result prosecution would not, individually or in the aggregate, have a Material Adverse Effect. Each Borrower will keepNeither the Fund nor any of its Subsidiaries has used, except in compliance with all Environmental and will cause Health Laws, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. The Fund and each of its Subsidiaries to keephas obtained all Permits under the Environmental and Health Laws (the “Required Environmental Permits”) required for the operation of the Fund’s or any of its Subsidiaries’ business, all necessary except where the absence of any Required Environmental Permit would not, individually or in the aggregate, have a Material Adverse Effect and each Required Environmental Permit is valid, subsisting and in good standing and the holders of the Required Environmental Permits are not in effect default or breach thereof and remain in compliance therewithno proceeding is pending, and handle all Hazardous Materials in compliance with all applicable or to the knowledge of the Fund, threatened to revoke or limit any Required Environmental LawsPermit, except to where such breach or default would not, individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, Neither the Fund nor shall it permit any of its Subsidiaries to suffer to existhas received any notice of, or been prosecuted for an environmental condition whichoffence alleging, when taken singly non-compliance with any Environmental and Health Laws, and neither the Fund nor any of its Subsidiaries has settled any allegation of non-compliance short of prosecution except where such non-compliance would not, individually or with all other such conditionsin the aggregate, has resulted or could reasonably be expected to result in have a Material Adverse Effect. To the extent the laws There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the United States assets of the Fund or any state in which property, leased of its Subsidiaries nor has the Fund or owned, any of its Subsidiaries received notice of any Borrower provide of the same except in each case orders or directions the compliance with which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Fund nor any of its Subsidiaries has received any notice that it is potentially responsible for a Lien on federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental and Health Laws except where such action would not, individually or in the property aggregate, have a Material Adverse Effect. Neither the Fund nor any of such Borrower may be obtained its Subsidiaries has received any request for the removal of Polluting Substances that have been releasedinformation in connection with any federal, no later than sixty (60) days after notice is given by the Lender to the Borrower Representativeprovincial, the Borrower Representative shall deliver to the Lender a report issued by a qualifiedstate, third party environmental consultant selected by such Borrower and approved by the Lender local or foreign inquiries as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligateddisposal sites.

Compliance with Environmental Laws. Each Borrower (a) Holdings will use and operate its facilities and propertiespay, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and ---------------------------------- will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit If Holdings or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Holdings and the Borrower agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditions, has resulted or could action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not be reasonably be expected to result in have a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if neither Holdings nor any of its -------- Subsidiaries shall be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the property is leased from a third-party landlord, and the Lender determines extent required in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by the extent that Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided that neither the Borrower nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower (a) (i) MobilePro will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects, with all Environmental Permits Laws applicable to the ownership, lease or use of all Real. Property now or hereafter owned, leased or operated by MobilePro or its Subsidiaries, will timely pay or cause to be paid all costs and expenses, incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (or contest the imposition of such Liens in good faith and by appropriate proceedings) and (ii) MobilePro will not, and MobilePro will cause each of its Subsidiaries not to, generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property now or hereafter owned, leased or operated by MobilePro or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that any such lack of effectiveness the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer If required to existdo so under any applicable directive or order of any governmental agency, nor shall it permit MobilePro agrees to undertake, and to cause each of its Subsidiaries to undertake, any cleanup, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by MobilePro or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent that MobilePro or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the laws extent required by GAAP; provided that it will not constitute a breach of the United States or any state in which property, leased or owned, this Section 6.11 if a Person other than MobilePro and its Subsidiaries takes such action on behalf of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on MobilePro or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedSubsidiaries.

Compliance with Environmental Laws. Each Borrower will (a) Comply (and use commercially reasonable efforts to require that all lessees and operate its facilities and propertiesother Persons operating or occupying any of the Subsidiaries’ properties to comply), and cause each of its Subsidiaries to comply (and to use commercially reasonable efforts to require all lessees and operate its respective facilities and propertiesother Persons operating or occupying any of the Subsidiaries’ properties to comply), in compliance with Environmental Lawsall material respects, which when taken singly or with all other Environmental Laws and the Environmental Permits applicable to such obligations Person or its operations or properties; (including all liabilities b) obtain and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeprenew, and will cause each of its Subsidiaries to keepobtain and renew, all necessary of the Environmental Permits in effect necessary for the ownership or operation of their respective properties or the conduct of their respective businesses as now conducted and remain in compliance therewithas proposed to be conducted; and (c) conduct, and handle all cause each of its Subsidiaries to conduct, any investigation, study, sampling or testing, and undertake, and cause each of its Subsidiaries to undertake, any cleanup, removal, remedial or other action, necessary to remove and clean up releases of the Hazardous Materials from any of its properties in compliance accordance with the requirements of all applicable Environmental Laws, except except, in the case of clause (b) or (c) of this Section 6.03, where the failure to the extent that obtain or renew any such lack of effectiveness Environmental Permit, to conduct any such investigation, study, sampling or non-compliancetesting or to undertake any such cleanup, when taken singly removal, remedial or with all other instances lack of effectiveness action, either individually or non-compliancein the aggregate, has not resulted and could not reasonably be expected (i) to result in have a Material Adverse Effect. No Borrower shall suffer Effect or (ii) to exist, nor shall it permit subject any Loan Party or any of its Subsidiaries to suffer any criminal penalty or liability or (iii) to exist, an environmental condition which, when taken singly subject the Administrative Agent or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws any of the United States Lenders to any criminal penalty or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien liability or (iiexcept for nonmaterial fines for which the Administrative Agent or such Lender is fully indemnified under Section 10.05) requires removal to safeguard the health of any Person, such Borrower shall remove, civil penalty or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseliability; provided, however, that if the property is leased from a third-party landlordno Loan Party nor any of their Subsidiaries shall be required to undertake any such cleanup, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then remedial or other action otherwise required under this Section 6.03 to the extent that the amount, applicability or validity thereof is being contested in good faith and by proper proceedings diligently conducted and appropriate and adequate reserves are being maintained by such Borrower shall not be so obligatedLoan Party or such applicable Subsidiary with respect to such circumstances in accordance with GAAP.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepHoldings will, and will cause each of its Subsidiaries to keepto, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance comply with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliancecompliances as could not, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No , comply in all material respects with all Mortgaged permits issued pursuant to Environmental Laws applicable to, or required by, the ownership or use of any Mortgaged Vessel now or hereafter owned, operated or occupied by the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries to suffer to exist(except such non-compliances as could not, an environmental condition whicheither individually or in the aggregate, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in have a Material Adverse Effect. To the extent the laws of the United States or any state in which property), leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, will pay or cause to be removed, paid all costs and expenses incurred in connection with maintaining such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if compliance (except to the property is leased from a third-party landlordextent being contested in good faith), and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, will keep or cause to be removedkept each such Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens arising from any cost or other obligation arising under Environmental Law that Holdings or such Subsidiary is contesting in good faith). Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Mortgaged Vessel now or hereafter owned or operated or occupied by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or Mortgaged Vessels except in compliance in all material respects with all applicable Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance on the Mortgaged Vessels in at least such Lien amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedother environmental pollution.

Compliance with Environmental Laws. Each Borrower will use Except as would not, individually or in the aggregate, reasonably be expected to have a F Co Material Adverse Effect: (i) none of F Co or any of F Co Subsidiaries is in violation of any Environmental Law or, except for any violation that has been fully resolved, has violated in the past any Environmental Law; (ii) to the knowledge of F Co, there is and operate its facilities and propertieshas been no release of Hazardous Substances that requires response action under applicable Environmental Law at, and cause each on or under any of its the properties currently owned, leased or operated by F Co or any of F Co Subsidiaries to use and operate its respective facilities and propertiesor, in compliance with Environmental Lawsduring the period of F Co’s or F Co Subsidiaries’ ownership, which when taken singly lease or with all other such obligations (including all liabilities and claims relating to Environmental Laws)operation thereof, does not result formerly owned, leased or could not operated by F Co or any of F Co Subsidiaries, that would reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, liability to F Co or any of F Co Subsidiaries; (iii) (A) F Co and will cause each of its F Co Subsidiaries to keep, all necessary Environmental Permits in effect have obtained and remain in compliance therewith, and handle all Hazardous Materials are in compliance with all applicable required Environmental Permits, (B) F Co and F Co Subsidiaries, except for any noncompliance that has been fully resolved, have been in the past in compliance with such Environmental Permits, and (C) no Action is pending, or to F Co’s knowledge, threatened, to revoke, modify or terminate any such Environmental Permit; (iv) there are no Actions pending or, to the knowledge of F Co, threatened against F Co or any of F Co Subsidiaries alleging violations of or liability under any Environmental Law or otherwise concerning the release or management of Hazardous Substances; (v) to F Co’s knowledge, no facts, circumstances, or conditions currently exist that could adversely affect the continued compliance by F Co and F Co Subsidiaries with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits; (vi) neither F Co nor any of F Co Subsidiaries is the subject of any outstanding written order or Contract with any Governmental Authority or other person in respect of any (A) Environmental Laws, except (B) remedial action relating to Environmental Laws, or (C) the release or threatened release of a Hazardous Material; (vii) there is no investigation of the business, operations, F Co Owned Real Property or F Co Leased Properties of F Co or any of F Co Subsidiaries or, to F Co’s knowledge, previously owned, operated, or leased property of F Co or F Co Subsidiaries pending or, to F Co’s knowledge, threatened that could lead to the extent that imposition of any such lack of effectiveness costs, liabilities or non-complianceLiens under any Environmental Law; or (viii) to F Co’s knowledge, when taken singly or with all other instances lack of effectiveness or non-compliance, has there is not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit located at any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly F Co Owned Real Property or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or F Co Leased Properties any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to removeunderground storage tanks, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removalasbestos-containing material, then such Borrower shall not be so obligatedor (C) equipment containing polychlorinated biphenyls.

Compliance with Environmental Laws. Each Borrower (a) (i) Holdings will comply, and will use and operate its facilities and properties, and best efforts to cause each of its Subsidiaries to use and operate its respective facilities and propertiescomply, in compliance with Environmental Laws, which when taken singly or with all other Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such obligations compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (including all liabilities and claims relating ii) neither Holdings, the Borrowers nor any of their Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to Environmental Laws)or from any such Real Property, does not result except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, could not reasonably be expected to result in liability under Environmental Laws that could have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole. Each If required to do so under any applicable legally binding directive or order of any governmental agency, Holdings and each Borrower will keepagree to undertake, and will cause each of their Subsidiaries to undertake, to the extent required under applicable Environmental Laws, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned or operated by Holdings or any of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance accordance with the requirements of all applicable Environmental LawsLaws and in accordance with such legally binding orders and directives of all governmental authorities, except to the extent that (x) Holdings, such Borrower or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles or (y) the failure to take any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and action could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to existmaterial adverse effect on the business, nor shall it permit any operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in as a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedwhole.

Compliance with Environmental Laws. Each The Borrower will use and operate its facilities and propertiesthe Guarantors will, and will cause each of its their respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will use and operate its respective facilities and propertiesreasonable efforts to cause the Tenants of the Unencumbered Pool Assets to, comply in compliance all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (a) all Environmental Laws, which when taken singly and (b) all licenses and permits required by applicable Environmental Laws for the conduct of its business or the ownership, use or operation of its properties, except, in each case under this §8.6, (i) with all other respect to any Real Estate that is not an Unencumbered Pool Asset, where such obligations (including all liabilities and claims relating to Environmental Laws), non-compliance does not result or have and could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep, and (ii) with respect to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such non-compliance does not have and could not reasonably be expected, when taken with other matters covered by §6.19 or this §8.6, to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property; provided, that Borrower shall diligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable Environmental Laws. None of the Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the generation, handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating office, retail or industrial properties as permitted under this Agreement and in material compliance with all applicable Environmental Laws, (b) cause each or permit to be located on any of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance therewithwith applicable Environmental Laws, and handle all (c) generate any Hazardous Materials Substances on any of the Real Estate except in compliance with applicable Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be expected to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all applicable Environmental Laws), except except, in each case under this §8.6, (i) with respect to the extent any Real Estate that is not an Unencumbered Pool Asset, where any such lack of effectiveness use, generation, conduct or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has activity does not resulted have and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer , and (ii) with respect to existany Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such use, nor shall it permit any of its Subsidiaries to suffer to existgeneration, an environmental condition whichconduct or other activity does not have and could not reasonably be expected, when taken singly with other matters covered by §6.19 or with all other such conditionsthis §8.6, has resulted or could reasonably be expected to result in a Material Adverse Effect. To liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the extent aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the laws operation of or ability to use such property or the health and safety of the United States tenants or any state in which property, leased or owned, of any Borrower provide that a Lien on the property other occupants of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseproperty; provided, howeverthat Borrower shall diligently use commercially reasonable efforts to pursue corrective, that if remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable Environmental Laws. 120 The Borrower and the property is leased from a third-party landlordGuarantors shall, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or shall cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.their respective Subsidiaries to:

Compliance with Environmental Laws. Each Borrower will use Company and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Holdings shall (a) comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Real Property to be kept free of any Liens under Environmental Laws), does not result or could unless failure to do so would not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep; (b) in the event of any Hazardous Material at, and will cause each of its Subsidiaries to keepon, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that under or emanating from any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and Real Property which could not reasonably be expected to result in liability under or a Material Adverse Effect. No Borrower shall suffer to existviolation of any Environmental Law, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or in each case which could reasonably be expected to result in have a Material Adverse Effect. To , undertake, and/or cause any of their respective tenants or occupants to undertake, at their sole expense, any action required pursuant to Environmental Laws to mitigate and eliminate such condition; provided, HOWEVER, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; (c) promptly notify Administrative Agent of any event specified in clause (b) of this Section 9.14 and periodically thereafter keep Administrative Agent informed of any material actions taken in response to such event and the laws results thereof; and (d) at the written request of Administrative Agent, provide, at such Company's sole cost and expense, an environmental site assessment (including, without limitation, the United States results of any groundwater or other testing, conducted at Administrative Agent's request) concerning any state in which propertyReal Property now or hereafter owned, leased or ownedoperated by any Company, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given conducted by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party an environmental consultant selected consulting firm proposed by such Borrower Obligor and approved by Administrative Agent indicating the Lender as to presence or absence of Hazardous Materials and the existence potential cost of any Polluting Substances located on required action in connection with any Hazardous Materials on, at, under or beneath the specified property leased or owned by emanating from such Borrower. To the extent any Real Property; PROVIDED, HOWEVER, that such Polluting Substance is located therein or thereunder that either request may be made only if (i) subjects the property to a Lien there has occurred and is continuing an Event of Default, or (ii) requires removal circumstances exist that reasonably could be expected to safeguard form the health basis of an Environmental Claim against such Company or any Personsuch Real Property which would have a Material Adverse Effect; if any Company fails to provide the same within 60 days after such request was made, such Borrower shall removeAdministrative Agent may but is under no obligation to conduct the same, or cause to be removed, such Lien and such Polluting Substance Company shall grant and hereby grants to Administrative Agent and its agents access to such Real Property and specifically grants Administrative Agent an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at such Borrower’s Company's sole cost and expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep---------------------------------- comply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property owned or operated by the Borrower or any of its Subsidiaries, except or transport or permit the transportation of Hazardous Materials to the extent that or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees, if required to existdo so under any applicable directive or order of any governmental agency, to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither the Borrower -------- nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent required in accordance with GAAP; and provided further that it will -------- not constitute a breach under this Section 8.07 if a Person other than the laws Borrower or any of its Subsidiaries takes such action on behalf of the United States Borrower or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedSubsidiaries.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to their businesses or the ownership or use of its Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or, with respect to any of its Subsidiaries, cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by the Borrower or any of its Subsidiaries other than in compliance with all applicable Environmental LawsLaws and as required in connection with the normal business operations of the Borrower and its Subsidiaries, except or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of the Borrower and its Subsidiaries, unless the failure to comply with the extent that any such lack of effectiveness requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to suffer require reporting or to existtrigger an obligation to undertake clean-up, an environmental condition whichremoval or remedial action under applicable Environmental Laws, when taken singly the Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or with all occupants to undertake, at their sole expense, any clean up, removal, remedial or other such conditions, has resulted or could action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to result in have a Material Adverse Effect. To ; provided that neither the Borrower nor any of its Subsidiaries shall be required to undertake any clean up, removal, remedial or other action while the requirement to undertake such clean up, removal, remedial or other action is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such clean up, removal, remedial or other action to the extent the laws required in accordance with GAAP. Notwithstanding any provision of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representativethis Section 8.07(a), the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedrequired by this Section to exercise any degree of control over the operations of any of its Subsidiaries that could reasonably be construed under applicable Environmental Law to make the Borrower liable for Environmental Claims arising from or casually related to the Real Property or operations of such Subsidiary as an owner or an operator or upon any other basis.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and propertiescomply, and will cause each all Covenant Parties to comply, in all material respects with all Environmental Laws applicable to the operation of its Subsidiaries business or to the ownership or use of Real Estate now or hereafter owned or operated by the Borrower and operate its respective facilities the other Covenant Parties, will within a reasonable time period pay or cause to be paid all costs and propertiesexpenses incurred in connection with such compliance (except to the extent being contested in good faith), in compliance with and will undertake all reasonable efforts to keep or cause to be kept all such Real Estate free and clear of any Liens imposed pursuant to such Environmental Laws, which when taken singly except such noncompliances as could not, individually or with all other such obligations (including all liabilities and claims relating to Environmental Laws)in the aggregate, does not result or could not reasonably be expected to result in have a Material Adverse Effect. Each The Borrower will keepnot, and will cause each the other Covenant Parties not to, generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials on any Real Estate now or hereafter owned or operated or occupied by the Borrower or any of the other Covenant Parties, or transport or permit the transportation of Hazardous Materials to or from any such Real Estate except in compliance with all applicable Environmental LawsLaws (except such noncompliances as could not, except to individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect) and reasonably required in connection with the operation, use and maintenance of any such Real Estate or otherwise in connection with their businesses. No (b) At the written request of any Lender upon a reasonable belief by such Lender that the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries has breached any representation or covenant contained herein relating to suffer to existenvironmental matters, which request shall specify in reasonable detail the basis therefor, the Borrower will provide, at the Borrower's sole cost and expense, an environmental condition whichaudit, when taken singly reasonable in scope, concerning the subject matter of such representation or covenant and any Real Estate now or hereafter owned, operated or occupied by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to such Lender, indicating (if relevant to such breach) the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with all other any Hazardous Materials on such conditionsReal Estate; provided, that such request may be made only if (i) there has resulted occurred and is continuing a Default, (ii) such Lender reasonably believes that the Borrower or could any such Real Estate is not in compliance with Environmental Law and such circumstances would reasonably be expected to result in have a Material Adverse Effect. To Effect or (iii) circumstances exist that reasonably could be expected to form the extent basis of a material Environmental Claim against the laws of the United States Borrower or any state in which property, leased of its Subsidiaries or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to Real Estate. If the Borrower Representativefails to provide the same within a reasonable period, not to exceed 90 days, after such request was made, a Lender may order the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlordsame, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.grant and hereby grants to such Lender and its agents access to such Real Estate and specifically grants such Lender an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Borrower's expense. 6.7

Compliance with Environmental Laws. (a)(i) Each of Parent, Holdings, the US Borrower and the French Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by Parent or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Parent nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property owned or operated by Parent or any of its Subsidiaries, except or transport or permit the transportation of Hazardous Materials to the extent that or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Parent or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by Parent or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Parent, Holdings, the US Borrower shall suffer and the French Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither Parent nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each The Borrower will use shall comply with and operate shall cause all of its facilities employees, agents, invitees or sublessees to comply with all Environmental Laws. The Borrower shall give notice to the Bank as soon as reasonably possible and propertiesin no event more than five (5) Business Days after it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower agrees to take any and all reasonable steps, and cause each of its Subsidiaries to use perform any and operate its respective facilities and properties, in compliance all reasonable actions necessary or appropriate to promptly comply with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack citations, compliance orders or Environmental Laws requiring the Borrower to remove, treat or dispose of effectiveness such hazardous materials, wastes or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To conditions at the extent the laws sole expense of the United States or any state in which propertyBorrower, leased or owned, of any Borrower to provide that a Lien on the property Bank with satisfactory evidence of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expensecompliance; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the property is leased from a third-party landlordpayment for the cost of compliance therewith, and the Lender determines Bank's security interest in its sole discretion any such property affected thereby (Aor the priority thereof) that such landlord is obligated not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower (i) releases and waives any present or future claims against the Bank for indemnity or contribution in the event the Borrower becomes liable for remediation costs under any Environmental Laws, and (ii) agrees to removedefend, indemnify and hold harmless the Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or cause suffered by, or asserted against the Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any hazardous materials, wastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to be removedhazardous materials (including, such Lien and such Polluting Substance without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Bank (the costs and/or liabilities described in (i) and (Bii) that no Borrower has any liability for such removal, then such Borrower above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in this Section 8.7 shall not be so obligatedsurvive termination of this Agreement.

Compliance with Environmental Laws. Each The Borrower will use and operate its facilities and propertiesthe Guarantors will, and will cause each of its their respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will use and operate its respective facilities and propertiesreasonable efforts to cause the Tenants of the Unencumbered Pool Assets to, comply in compliance all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (a) all Environmental Laws, which when taken singly and (b) all licenses and permits required by applicable Environmental Laws for the conduct of its business or the ownership, use or operation of its properties, except, in each case under this §8.6, (i) with all other respect to any Real Estate that is not an Unencumbered Pool Asset, where such obligations (including all liabilities and claims relating to Environmental Laws), non-compliance does not result or have and could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep, and (ii) with respect to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such non-compliance does not have and could not reasonably be expected, when taken with other matters covered by §6.19 or this §8.6, to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property; provided, that Borrower shall diligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable Environmental Laws. None of the Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the generation, handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating office, retail or industrial properties as permitted under this Agreement and in material compliance with all applicable Environmental Laws, (b) cause each or permit to be located on any of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance therewithwith applicable Environmental Laws, and handle all (c) generate any Hazardous Materials Substances on any of the Real Estate except in compliance with applicable Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be expected to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all applicable Environmental Laws), except except, in each case under this §8.6, (i) with respect to the extent any Real Estate that is not an Unencumbered Pool Asset, where any such lack of effectiveness use, generation, conduct or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has activity does not resulted have and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer , and (ii) with respect to existany Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such use, nor shall it permit any of its Subsidiaries to suffer to existgeneration, an environmental condition whichconduct or other activity does not have and could not reasonably be expected, when taken singly with other matters covered by §6.19 or with all other such conditionsthis §8.6, has resulted or could reasonably be expected to result in a Material Adverse Effect. To liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the extent aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the laws operation of or ability to use such property or the health and safety of the United States tenants or any state in which property, leased or owned, of any Borrower provide that a Lien on the property other occupants of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseproperty; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligateddiligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable Environmental Laws.

Compliance with Environmental Laws. Each Borrower (a) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Holdings and the Borrower shall suffer agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property; provided that neither Holdings nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) Each Borrower will use shall comply and operate its facilities and properties, and cause each if any of its Subsidiaries fails to use comply, shall cause such Subsidiary to comply with all Environmental Laws; (b) each Borrower will pay, and, if any of its Subsidiaries fails to pay, will cause each such Subsidiary to pay, all costs and operate its respective facilities and properties, expenses incurred by it in compliance complying in all material respects with all Environmental Laws, which when taken singly and will keep or cause to be kept all Real Property owned, operated or leased by any of them free and clear of any Liens imposed pursuant to such Environmental Laws unless the failure to comply with all other such obligations these requirements specified in clause (including all liabilities and claims relating to Environmental Laws)a) or (b) above would not, does not result individually or could not in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Each ; (c) in the event of the presence of any Hazardous Material at, on, under or upon any property owned, operated or leased by either Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that or any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or Subsidiary which could reasonably be expected to result in liability under or a violation of any Environmental Law, in each case which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver Borrowers agree to the Lender a report issued by a qualifiedundertake, third party environmental consultant selected by such Borrower and/or to cause any of their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any investigation, removal, remedial or other action required pursuant to Environmental Laws to mitigate and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent eliminate any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseadverse effect; provided, however, that if neither Borrower nor any of their respective Subsidiaries shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the property is leased from extent required in accordance with GAAP; and (d) each Borrower shall as promptly as practicable notify the Administrative Agent of the occurrence of any event specified in clause (c) of this Section 7.7 and shall thereafter keep the Administrative Agent informed on a third-party landlord, periodic basis of any actions taken in response to such event and the Lender determines in its sole discretion (A) that results of such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedactions.

Compliance with Environmental Laws. Each Borrower will use Without limiting the generality of Section 7.3 above, Tenant and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including Tenant Parties shall at all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance times comply with all applicable Environmental Laws applicable to any Hazardous Materials brought onto the Project or used or stored thereon by Tenant or any Tenant Parties. Tenant and all other Tenant Parties shall not generate, store, handle, or otherwise use, or allow, the generation, storage, handling, or use of, Hazardous Materials in the Premises or transport the same through the Project, except in accordance with the Rules and Regulations. In the event of a release of any Hazardous Materials caused by, or due to the act or neglect of, Tenant or any other Tenant Parties, Tenant shall immediately notify Landlord and take such remedial actions as Landlord may direct in Landlord’s sole reasonable discretion as necessary or appropriate to xxxxx, remediate and/or clean up the same. If so elected by Landlord by notice to Tenant, Landlord shall take such remedial actions on behalf of Tenant at Tenant’s sole cost and expense. In any event, Landlord shall have the right, without liability or obligation to Tenant, to direct and/or supervise Tenant’s remedial actions and to specify the scope thereof and specifications therefor. Tenant and the other Tenant Parties shall use, handle, store and transport any Hazardous Materials in accordance with applicable Environmental Laws, except to and shall notify Landlord of any notice of violation of Environmental Laws which it receives from any governmental agency having jurisdiction. In no event shall Landlord be designated as the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist“generator” on, nor shall it permit Landlord be responsible for preparing, any of its Subsidiaries manifest relating to suffer to exist, an environmental condition which, when taken singly Hazardous Materials generated or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States used by Tenant or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedother Tenant Parties.

Compliance with Environmental Laws. Each Borrower (a) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Holdings and the Borrower shall suffer agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property; PROVIDED that neither Holdings nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all necessary Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property owned, except leased or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to the extent that or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither the Borrower nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each The Borrower will and each Guarantor shall comply with and shall use and operate reasonable commercial efforts to cause all of its facilities and propertiesemployees, or agents (while such Persons are acting within the scope of their relationship with the Borrower) to (i) comply with all Environmental Laws with respect to the disposal of Hazardous Materials, (ii) pay immediately when due the cost of removal of any such Hazardous Materials, and cause (iii) keep the Borrower’s and each Guarantor’s properties free of its Subsidiaries any lien imposed pursuant to use and operate its respective facilities and properties, in compliance with any Environmental Laws, which when provided that no breach of this Section 12.5 shall occur if (a) the same is discharged within thirty (30) days after the Borrower or such Guarantor is notified of non-compliance or an appeal or appropriate proceedings for review thereof is taken singly within such period and Borrower or with all such Guarantor is not obligated to comply pending such appeal or other such obligations appropriate proceedings or (including all liabilities and claims relating b) failure to Environmental Laws), does not result or do so could not reasonably be expected to result in have a Material Adverse Effect. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except shall give notice to the extent that Agent as soon as reasonably possible and in no event more than five (5) days after Borrower (or any such lack of effectiveness Guarantor) receives any compliance orders, environmental citations, or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not notices from any Governmental Authority relating to any Environmental Liabilities relating to its properties which may reasonably be expected to result in a Material Adverse Effect. No an Event of Default; the Borrower shall suffer agrees to existtake any and all reasonable steps, nor shall it permit and to perform any of its Subsidiaries and all reasonable actions necessary or appropriate to suffer promptly comply with any such compliance orders, environmental citations, or other notices from any Governmental Authority relating to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To any Environmental Liabilities requiring the extent the laws of the United States Borrower (or any state in which propertyGuarantor) to remove, leased treat or owned, of any Borrower provide that a Lien on the property dispose of such Borrower may be obtained for Hazardous Materials, and, upon Agent’s request, to provide the removal Agent with satisfactory evidence of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence compliance with any claim in excess of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense$500,000; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders, environmental citations, or other notices from any Governmental Authority relating to any Environmental Liabilities if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower and each Guarantor agrees to defend, indemnify and hold harmless the Agent and the Lenders from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys’ fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Agent and/or the Lenders by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property is leased from a third-party landlordof the Borrower (or any Guarantor) of any Hazardous Materials, and regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local “super fund” or “super lien” laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Lender determines in its sole discretion (A) the costs and/or liabilities described above being hereinafter referred to as the “Environmental Liabilities”); provided, however, that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such the Borrower shall not be so obligatedobligated to indemnify the Agent or any Lenders for any acts or omissions of the Agent or any Lenders in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Agent or Lender, as determined by a court of competent jurisdiction in a final, non-appealable judgment. THE COVENANTS AND INDEMNITIES CONTAINED IN THIS SECTION 12.5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT; AND, PROVIDED, HOWEVER, NO RELEASE, WAIVER, DEFENSE OR INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.5 IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT AND/OR THE LENDERS OR THEIR AGENTS OR REPRESENTATIVES DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS, OR ITS AGENTS OR REPRESENTATIVES, SHALL HAVE OBTAINED OWNERSHIP, OPERATION OR POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE). ANY CLAIMS UNDER THIS SECTION 12.5 SHALL BE SUBJECT TO SECTION 15.9.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and properties---------------------------------- comply, and will cause each all members of the NEG Group to comply, in all material respects with all Environmental Laws applicable to the operation of its Subsidiaries business or to the ownership or use of Real Estate now or hereafter owned or operated by the Borrower and operate its respective facilities the other Covered Parties, will within a reasonable time period pay or cause to be paid all costs and propertiesexpenses incurred in connection with such compliance (except to the extent being contested in good faith), in compliance with and will undertake all reasonable efforts to keep or cause to be kept all such Real Estate free and clear of any Liens imposed pursuant to such Environmental Laws, which when taken singly except such noncompliances as could not, individually or with all other such obligations (including all liabilities and claims relating to Environmental Laws)in the aggregate, does not result or could not reasonably be expected to result in have a Material Adverse EffectEffect or a Material Adverse Change of LLC, NEG, Inc. and the Significant Subsidiaries, taken as a whole. Each The Borrower will keep, not and will cause each the other Covered Parties not to generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials on any Real Estate now or hereafter owned or operated or occupied by the Borrower or any of the other Covered Parties, or transport or permit the transportation of Hazardous Materials to or from any such Real Estate except in compliance with all applicable Environmental LawsLaws (except such noncompliances as could not, except to individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Effect. No Borrower shall suffer Change to existLLC, nor shall it permit any of its Subsidiaries to suffer to existNEG, an environmental condition whichInc. and the Significant Subsidiaries, when taken singly or as a whole) and reasonably required in connection with all other such conditionsthe operation, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, use and maintenance of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on Real Estate or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines otherwise in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedconnection with their businesses.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep---------------------------------- comply, and will cause each of its Subsidiaries and each Consolidated Joint Venture to keepcomply, in all necessary material respects, with all Environmental Permits Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or any Consolidated Joint Venture, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries nor any Consolidated Joint Venture will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or any Consolidated Joint Venture or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertake, and cause each of its Subsidiaries and each Consolidated Joint Venture to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries or any Consolidated Joint Venture in accordance with, in all material respects, the requirements of all applicable Environmental LawsLaws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that any the Borrower or such lack of effectiveness Subsidiary or non-compliance, when taken singly such Consolidated Joint Venture is contesting such order or with all other instances lack of effectiveness or non-compliance, has not resulted directive in good faith and could not reasonably be expected by appropriate proceedings and for which adequate reserves have been established to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given required by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedGAAP.

Compliance with Environmental Laws. Each Borrower (a)(i) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all necessary Environmental Permits Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that any such lack of effectiveness the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could is not reasonably be expected likely to result in have a Material Adverse Effect. No Borrower shall suffer If legally required to existdo so under any applicable directive or order of any governmental agency, nor shall it permit Holdings agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States that Holdings or any state such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that adequate reserves have been released, no later than sixty (60) days after notice is given by the Lender established to the Borrower Representative, the Borrower Representative shall deliver to the Lender extent required by GAAP; PROVIDED that it will not constitute a report issued by breach of this Section 7.11 if a qualified, third party environmental consultant selected by Person other than Holdings and its Subsidiaries takes such Borrower action on behalf of Holdings and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedSubsidiaries.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and propertiespay, and will cause each Credit Party and each of its Subsidiaries to use pay, all costs and operate its respective facilities and properties, expenses incurred by it in keeping in compliance with in all material respects with, and avoiding liability under, all Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will keep or cause each of its Subsidiaries to keep, be kept all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that Real Properties owned or operated by any such lack of effectiveness Credit Party or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries free and clear of any Liens imposed pursuant to suffer such Environmental Laws; and (b) neither the Borrower nor any Credit Party nor any of its respective Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by any Credit Party or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to existor from any such Real Property, an environmental condition whichwhere the failure to comply with clause (a) or clause (b) above, when taken singly either individually or with all other such conditionsin the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States If any Credit Party or any state in which propertyof its Subsidiaries, leased or owned, any tenant or occupant of any Borrower provide that a Lien on the property Real Property owned or operated by any Credit Party or any of such Borrower may be obtained for the removal of Polluting Substances that have been releasedits Subsidiaries, no later than sixty (60) days after notice is given by the Lender to the Borrower Representativecauses or permits any intentional or unintentional act or omission resulting in, or otherwise discovers, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence presence or Release of any Polluting Substances located on Hazardous Material (except in compliance with applicable Environmental Laws), Borrower agrees to undertake, and/or to cause any Credit Party or beneath any of its Subsidiaries, tenants or occupants to undertake, promptly and at their sole expense, any clean up, investigation, removal, remedial, corrective or other action required pursuant to Environmental Laws to investigate, remove or cleanup any Hazardous Materials from any Real Property where the specified property leased failure to do so, either individually or owned by such Borrower. To in the extent aggregate, could reasonably be expected to result in a Material Adverse Effect; provided that neither any Credit Party nor any of its Subsidiaries shall be required to comply with any such Polluting Substance order or directive which is located therein or thereunder that either (i) subjects the property being contested in good faith and by proper proceedings so long as it has maintained reserves with respect to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines compliance in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or a) Except as could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect. Each : (i) the Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all necessary Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, except where such costs and remain expenses are being contested in good faith, without undue delay and in proper administrative or judicial proceedings, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws; and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as allowed by (and in compliance therewith, and handle all Hazardous Materials in compliance with all with) applicable Environmental LawsLaw, except to the extent that any such lack of effectiveness permits or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and regulation. Except as could not reasonably be expected to result result, either individually or in the aggregate, in a Material Adverse Effect. No , if the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries to suffer to existSubsidiaries, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which propertytenant or occupant of any Real Property owned, leased or ownedoperated by the Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Release of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty Hazardous Material (60) days after notice is given by the Lender to the Borrower Representativeexcept in compliance with applicable Environmental Laws and permits), the Borrower Representative shall deliver agrees to the Lender a report issued by a qualifiedundertake, third party environmental consultant selected by such Borrower and approved by the Lender as and/or to the existence cause any of its Subsidiaries, tenants, occupants and/or other responsible parties to undertake, at their sole expense, any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Personclean up, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedremedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep---------------------------------- comply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property now or here after owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Sub sidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property owned or operated by the Borrower or any of its Subsidiaries, except or transport or permit the transportation of Hazardous Materials to the extent that or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided -------- that neither the Borrower nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each (a) (i) Holdings and the Borrower will use and operate its facilities and propertiescomply, and will cause each of their respective Subsidiaries to comply, in all respects with all Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, 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 Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned, leased or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to use and operate its respective facilities and propertiesor from any such Real Property, unless the failure to comply with the requirements specified in compliance with Environmental Lawsclause (i) or (ii) above, which when taken singly either individually or with all other such obligations (including all liabilities and claims relating to Environmental Laws)in the aggregate, does not result or could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep, and will cause each If Holdings or any of its Subsidiaries to keepSubsidiaries, all necessary Environmental Permits or any tenant or occupant of any Real Property owned, leased or operated by Holdings or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in effect and remain in compliance therewith, and handle all the presence or Release of any Hazardous Materials Material (except in compliance with all applicable Environmental Laws), Holdings and the Borrower agree to undertake, and/or to cause any of their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so, either individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, ; provided that neither Holdings nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) (i) Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned, leased or operated by such Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect connection with such compliance, and remain will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither any Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property owned, leased or operated by such Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the U.S. Borrower and its Subsidiaries as conducted on the Effective Date and as allowed by (and in compliance therewithwith) applicable law or regulation, and handle all Hazardous Materials in compliance with all applicable Environmental Lawsprovided, except however, that neither Borrower shall be deemed to have breached this Section 8.07 to the extent that any such lack of effectiveness failures to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has have not resulted had, and could not reasonably be expected to result in have, a Material Adverse Effect. No If the U.S. Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Borrower agrees to suffer undertake, and/or to existcause any of its Subsidiaries, an environmental condition whichtenants or occupants to undertake, when taken singly at their sole expense, any clean up, removal, remedial or with all other such conditionsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not had, has resulted or and could not reasonably be expected to result in have, a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by the extent that Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by the Borrower or any of its Subsidiaries, or transport or per- mit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided that neither the Borrower nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Company shall comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Real Property to be kept free of any Liens under Environmental Laws), does not result or unless failure to do so could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keepEffect or subject any Agent, and will cause each Lender or Issuing Lender to any material risk of its Subsidiaries to keepdamages or liability; (b) in the event of the presence of any Hazardous Material at, all necessary Environmental Permits in effect and remain in compliance therewithon, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that under or emanating from any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not Real Property which would reasonably be expected to result in liability under or a Material Adverse Effect. No Borrower shall suffer to existviolation of any Environmental Law, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or in each 119 case which could reasonably be expected to result in have a Material Adverse Effect. To the extent the laws , each Company shall undertake, and/or cause any of the United States their respective tenants or occupants to undertake, at their sole expense, any state in which property, leased or owned, of any Borrower provide that a Lien on the property of action required pursuant to Environmental Laws to mitigate and eliminate such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expensepresence; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; (c) each Company shall promptly notify Administrative Agent of the occurrence of any event specified in clause (b) of this Section 9.14 and shall periodically thereafter keep Administrative Agent informed of any material actions taken in response to such event and the results of such actions; and (d) at the written request of Administrative Agent at any time and from time to time, such Obligor will provide, at such Obligor's sole cost and expense, an environmental site assessment (including, without limitation, the results of any groundwater or other testing, conducted if Administrative Agent directs that such testing be conducted) concerning any Real Property now or hereafter owned, leased or operated by any Company, conducted by an environmental consulting firm proposed by such Obligor and approved by Administrative Agent indicating the property presence or absence of Hazardous Materials and the potential cost of any required investigation or other response or any corrective action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, however, that such request may be made only if (a) there has occurred and is leased from continuing an Event of Default, (b) Administrative Agent reasonably believes that any Company or any such Real Property is not in material compliance with Environmental Law or (c) circumstances exist that reasonably could be expected to form the basis of an Environmental Claim against such Company or any such Real Property which would have a third-party landlordMaterial Adverse Effect. If any Obligor fails to provide the same within 60 days after such request was made, Administrative Agent may but is under no obligation to conduct the same, and such Obligor shall grant and hereby grants to Administrative Agent and its agents access to such Real Property and specifically grants Administrative Agent an irrevocable non-exclusive license, subject to the Lender determines in its rights of tenants, to undertake such an assessment, all at such Obligor's sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien cost and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedexpense.

Compliance with Environmental Laws. Each Borrower (a) (i) Holdings will comply, and will use and operate its facilities and properties, and best efforts to cause each of its Subsidiaries to use and operate its respective facilities and propertiescomply, in compliance with Environmental Laws, which when taken singly or with all other Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such obligations compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (including all liabilities and claims relating ii) neither Holdings, the Borrower nor any of their Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to Environmental Laws)or from any such Real Property, does not result except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, could not reasonably be expected to result in liability under Environmental Laws that could have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole. Each If required to do so under any applicable legally binding directive or order of any governmental agency, Holdings and the Borrower will keepagree to undertake, and will cause each of their Subsidiaries to undertake, to the extent required under applicable Environmental Laws, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned or operated by Holdings or any of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance accordance with the requirements of all applicable Environmental LawsLaws and in accordance with such legally binding orders and directives of all governmental authorities, except to the extent that (x) Holdings, the Borrower or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles or (y) the failure to take any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and action could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to existmaterial adverse effect on the business, nor shall it permit any operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in as a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedwhole.

Compliance with Environmental Laws. Each Borrower will use shall, and operate its facilities and propertiesshall cause each Subsidiary (other than the Excluded Subsidiaries) to: (x) comply, and cause each of all lessees, tenants, and other Persons using, operating, or occupying its Subsidiaries to use and operate its respective facilities and properties, including the Facility Assets, to comply, in compliance with Environmental Lawsall material respects, which when taken singly or with all other such obligations (including all liabilities applicable Environmental Laws and claims relating to Environmental Laws)Permits, does not result or except for noncompliance that could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep; (y) obtain and renew all Environmental Permits necessary for its operations and Facility Assets; and (z) conduct any investigation, assessment, evaluation, report, study, sampling and testing, and will cause each of its Subsidiaries undertake any cleanup, monitoring, removal, remedial or other action necessary to keepmonitor, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all remove or clean up Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness at or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit emanating from any of its Subsidiaries to suffer to existFacility Assets, an environmental condition which, when taken singly or in accordance with the requirements of all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseEnvironmental Laws; provided, however, that if neither any Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the property extent that its obligation to do so is leased from subject to a third-party landlordPermitted Protest. Upon reasonable notice, at their sole cost and expense, Borrowers and its Subsidiaries (other than the Excluded Subsidiaries) shall perform any Hazardous Materials site assessment or other investigation of environmental conditions related to the Facility Assets, pursuant to any reasonable written request of the Required Lenders (including sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), and share with Lenders the reports and other results thereof, and the Lender determines Lenders shall be entitled to rely on such reports and other results thereof. Each Borrower and its Subsidiaries (other than the Excluded Subsidiaries) shall, at their sole cost and expense, comply with all reasonable written requests of the Lenders to (i) comply in all material respects with any Environmental Law, (ii) comply with any directive from any Governmental Authority, and (iii) take any other reasonable action necessary or appropriate for protection of human health or the environment. No Borrower or any of its sole discretion Subsidiaries (Aother than the Excluded Subsidiaries) that such landlord is obligated shall do, and each Borrower and each of its Subsidiaries will use all commercially reasonable efforts to removeprevent any lessee, tenant, or cause other user of the Facility Assets from doing, any act that (i) materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any Person (whether on or off the Cherokee Site or the El Dorado Site), (ii) impairs or may impair the value of the Facility Assets, (iii) is contrary to any requirement of any insurer and could reasonably be removedexpected to have a Material Adverse Effect, such Lien (iv) constitutes a public or private nuisance, constitutes waste and such Polluting Substance could reasonably be expected to have a Material Adverse Effect, or (v) violates any covenant, condition, agreement or easement applicable to the properties and (B) that no Borrower has any liability for such removal, then such Borrower shall not could reasonably be so obligatedexpected to have a Material Adverse Effect.

Compliance with Environmental Laws. Each The Borrower will use shall comply with and operate shall cause all of its facilities and propertiesemployees, agents, invitees or sublessees to comply with all Environmental Laws with respect to the disposal of Hazardous Materials, and cause each pay immediately when due the cost of removal of any such Hazardous Materials from, and keep its Subsidiaries properties free of any lien imposed pursuant to use and operate its respective facilities and properties, in compliance with any Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except shall give notice to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted Bank as soon as reasonably possible and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later event more than sixty five (605) days after notice is given by the Lender it receives any compliance orders, environmental citations, or other notices from any Governmental Authority relating to any Environmental Liabilities relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower Representativeagrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws requiring the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, treat or cause dispose of such Hazardous Materials at the sole expense of the Borrower, to be removed, provide the Bank with satisfactory evidence of such Lien and such Polluting Substance at such Borrower’s expensecompliance; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the property is leased from a third-party landlordpayment for the cost of compliance therewith, and the Lender determines Bank's security interest in its sole discretion any such property affected thereby (Aor the priority thereof) that such landlord is obligated not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower (i) releases and waives any present or future claims against the Bank for indemnity or contribution in the event the Borrower becomes liable for any Environmental Lien and/or Remedial Action, and (ii) agrees to removedefend, indemnify and hold harmless the Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or cause suffered by, or asserted against the Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any Hazardous Materials, regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to be removedhazardous materials (including, such Lien and such Polluting Substance without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Bank (the costs and/or liabilities described in (i) and (Bii) that no Borrower has any liability for such removal, then such Borrower above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in this Section 9.6 shall not be so obligatedsurvive termination of this Agreement.

Compliance with Environmental Laws. Each (a) (i) Holdings and the Borrower will use and operate its facilities and propertiescomply, and will cause each of their respective Subsidiaries to comply, with all Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, 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 Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned, leased or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to use and operate its respective facilities and propertiesor from any such Real Property, unless the failure to comply with the requirements specified in compliance with Environmental Lawsclause (i) or (ii) above, which when taken singly either individually or with all other such obligations (including all liabilities and claims relating to Environmental Laws)in the aggregate, does not result or could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep, and will cause each If Holdings or any of its Subsidiaries to keepSubsidiaries, all necessary Environmental Permits or any tenant or occupant of any Real Property owned, leased or operated by Holdings or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in effect and remain in compliance therewith, and handle all the presence or Release of any Hazardous Materials Material (except in compliance with all applicable Environmental Laws), Holdings and the Borrower agree to undertake, and/or to cause any of their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so, either individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, ; PROVIDED that neither Holdings nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Company shall ---------------------------------- comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Real Property to be kept free of any Liens under Environmental Laws), does unless failure to do so would not result reasonably be expected to have, individually or could not in the aggregate, a Material Adverse Effect; (b) in the event of the presence of any Hazardous Material at, on or under any Real Property which would reasonably be expected to result in liability under or a violation of any Environmental Law, in each case which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Borrower will keep, each Company shall undertake, and/or cause any of their respective tenants or occupants to undertake, at their sole expense, any action required pursuant to Environmental Laws to mitigate and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that eliminate any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseadverse effect; provided, however, that no Company shall be required to -------- ------- comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; (c) each Company shall promptly notify Administrative Agent of the occurrence of any event specified in clause (b) of this Section 9.14 and shall periodically thereafter keep Administrative Agent informed of any material actions taken in response to such event and the results of such actions; and (d) at the written request of Administrative Agent at any time and from time to time, each Company will provide, at Borrower's sole cost and expense, an environmental site assessment (including, without limitation, the results of any subsurface testing, conducted if Administrative Agent directs that such testing be conducted) concerning any Real Property now or hereafter owned, leased or operated by any Company, conducted by an environmental consulting firm proposed by Borrower and approved by Administrative Agent, (such approval not to be unreasonably withheld), indicating the property presence or absence of Hazardous Materials and the potential cost of any required investigation, removal or remedial action in connection with any Hazardous Materials on such Real Property; provided, however, that such request may be made only if (a) there has -------- ------- occurred and is leased from a third-party landlordcontinuing an Event of Default, (b) Administrative Agent reasonably believes that any Company or any such Real Property is not in material compliance with Environmental Law or (c) circumstances exist that reasonably could be expected to form the basis of an Environmental Claim against any Company or any such Real Property which could materially and adversely affect any Company. If any Company fails to provide the same within 60 days after such request was made, Administrative Agent may (but is under no obligation to) order the same, and each Company shall grant and hereby grants to Administrative Agent and its agents access to such Real Property and specifically grants Administrative Agent an irrevocable non-exclusive license, subject to the Lender determines in its rights of tenants, to undertake such an assessment, all at Borrower's sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien cost and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedexpense.

Compliance with Environmental Laws. Each Without limitation of the covenants contained in Section 4.1(t) hereof: (i) Borrower will (x) comply, in all material respects, with all Environmental Laws applicable to the ownership, lease or use and operate its facilities and propertiesof all Real Property now or hereafter owned, leased or operated by Borrower, and promptly pay or cause each to be paid all costs and expenses incurred in connection with such compliance, except for such noncompliance as would not have, and which would not be reasonably expected to have, a Material Adverse Effect; and (y) keep or cause to be kept all such Real Property free and clear of its Subsidiaries any liens imposed pursuant to use such Environmental Laws which are not permitted under Section 4.2(c). (ii) Without limitation of the foregoing, if Borrower shall generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Borrower, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, any such action shall be effected only in the ordinary course of business and operate its respective facilities and propertiesin any event in compliance, in compliance with Environmental Lawsall material respects, which when taken singly or with all other Environmental Laws applicable thereto, except for such obligations (including all liabilities noncompliance as would not have, and claims relating to Environmental Laws), does which would not result or could not be reasonably be expected to result in have, a Material Adverse Effect. Each (iii) If required to do so under any applicable order of any governmental agency, Borrower will keepundertake any clean up, removal, remedial or other action necessary to remove and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all clean up any Hazardous Materials from any Real Property owned, leased or operated by Borrower in compliance with accordance with, in all applicable Environmental Lawsmaterial respects, such orders of all governmental authorities except (x) to the extent that any Borrower is contesting such lack of effectiveness order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, or non-compliance(y) for such noncompliance as would not have, when taken singly or with all other instances lack of effectiveness or non-compliance, has and which would not resulted and could not be reasonably be expected to result in have, a Material Adverse Effect. No -32- (iv) At the written request of KCCI or the Required Lenders, which request shall specify in reasonable detail the basis therefore, at any time and from time to time after (x) the Lenders receive notice for any Environmental Claim involving potential expenditures by Borrower shall suffer in excess of Fifty Thousand Dollars ($50,000) in the aggregate for any Real Property, or (y) KCCI or the Required Lenders otherwise become aware of any circumstances under which Borrower may become liable for remedial or similar expenditures potentially required to existbe made by Borrower in order for any Real Property to be brought into compliance with Environmental Laws or to satisfy an Environmental Claim with respect to such Real Property, nor shall it permit any of Borrower will provide, at its Subsidiaries to suffer to existsole cost and expense, an environmental condition which, when taken singly site assessment report concerning such Real Property now or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which propertyhereafter owned, leased or ownedoperated by Borrower, prepared by an environmental consulting firm reasonably acceptable to KCCI, indicating the presence or absence of any Hazardous Materials on such Real Property. If Borrower fails to provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty same within ninety (6090) days after notice is given by such request was made, KCCI may order the Lender same, and Borrower shall grant and hereby grants, to KCCI and the Lenders and their agents, access to such Real Property and specifically grants KCCI and the Lenders an irrevocable non-exclusive license, subject to the Borrower Representativerights of tenants, the Borrower Representative shall deliver to the Lender a report issued by a qualifiedundertake such an assessment, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such all at Borrower's expense. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.v)

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and propertiescomply, and will use its best efforts to cause each of its Subsidiaries to use and operate its respective facilities and propertiescomply, in compliance with Environmental Laws, which when taken singly or with all other Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such obligations compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (including all liabilities and claims relating ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to Environmental Laws)or from any such Real Property, does not result except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, could not reasonably be expected to result in liability under Environmental Laws that could have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole. Each If required to do so under any applicable legally binding directive or order of any governmental agency, the Borrower will keepagrees to undertake, and will cause each its Subsidiaries to undertake, to the extent required under applicable Environmental Laws, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned or operated by the Borrower or any of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance accordance with the requirements of all applicable Environmental LawsLaws and in accordance with such legally binding orders and directives of all governmental authorities, except to the extent that (x) the Borrower or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles or (y) the failure to take any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and action could not reasonably be expected to result in have a Material Adverse Effect. No material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower shall suffer to exist, nor shall it permit any of and its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in as a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedwhole.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or Except as could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, (a) comply, and will cause each of all lessees and other Persons operating or occupying its Subsidiaries properties to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance comply with all applicable Environmental LawsLaws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its current operations and properties; and (c) conduct any investigation, except study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to the extent that any such lack of effectiveness or non-compliance, when taken singly or with remove and clean up all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit Hazardous Materials from any of its Subsidiaries to suffer to existproperties, an environmental condition which, when taken singly or in accordance with the requirements of all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseapplicable Environmental Laws; provided, however, that if none of the property Parent, the Borrower or any Restricted Subsidiary shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is leased (x) not required by applicable Environmental Laws or (y) is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. Further Assurances . Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Instruments, (ii) perfect and maintain the validity, effectiveness and priority of any of the Security Instruments and any of the Liens intended to be created thereunder and (iii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any Restricted Subsidiaries is or is to be a third-party landlordparty, and the Lender determines in its sole discretion (A) that such landlord is obligated cause each Restricted Subsidiary to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligateddo so.

Compliance with Environmental Laws. Each Borrower The Ground Lessee will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or comply with all other Environmental Laws of any Governmental Entity having jurisdiction as the same pertain to the Facility Site, unless such obligations (including all liabilities and claims relating to Environmental Laws), does not result or noncompliance could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep; provided however that the Ground Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or applicability of any Environmental Law in any reasonable manner that (A) does not involve any risk of foreclosure, sale or forfeiture or loss of the Facility or the Facility Site (in each case unless such risk is not material) or the impairment of the use, operation or maintenance of the Facility in any material respect, and will cause each of its Subsidiaries to keep(B) could not result in any criminal liability being incurred by, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit have any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien material adverse effect on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representativeinterests of, the Borrower Representative shall deliver to Owner Participant or the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseGround Lessee; provided, however, that if at all times during the property is leased from a third-party landlordterm of the Site Sublease, so long as the Ground Lessee has not dispossessed the Ground Lessor of the Facility Site, the Ground Lessor, pursuant to the Site Sublease, shall be obligated to perform, and the Lender determines in Ground Lessee shall be deemed to have performed, the obligations under this Section 5 (whether or not it shall have performed its sole discretion (A) that such landlord is obligated to removeobligations under the Site Sublease, the Facility Lease or cause to be removedthe other Operative Documents). Notwithstanding the foregoing, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower the Ground Lessee shall not be so obligatedresponsible for compliance with any requirements of Environmental Laws to the extent such requirements are attributable to any action, omission, event, circumstance or condition occurring or existing prior to (i) such return of the Ground Interest to the Ground Lessee upon the termination or expiration of the Site Sublease or (ii) such dispossession of the Ground Lessor from the Facility Site by the Ground Lessee.

Compliance with Environmental Laws. Each The Borrower will and each Guarantor shall comply with and shall use and operate reasonable commercial efforts to cause all of its facilities and propertiesemployees, or agents (while such Persons are acting within the scope of their relationship with the Borrower) to (i) comply with all Environmental Laws with respect to the disposal of Hazardous Materials, (ii) pay immediately when due the cost of removal of any such Hazardous Materials, and cause (iii) keep the Borrower’s and each Guarantor’s properties free of its Subsidiaries any lien imposed pursuant to use and operate its respective facilities and properties, in compliance with any Environmental Laws, which when provided that no breach of this Section 12.5 shall occur if (a) the same is discharged within thirty (30) days after the Borrower or such Guarantor is notified of non-compliance or an appeal or appropriate proceedings for review thereof is taken singly within such period and Borrower or with all such Guarantor is not obligated to comply pending such appeal or other such obligations appropriate proceedings or (including all liabilities and claims relating b) failure to Environmental Laws), does not result or do so could not reasonably be expected to result in have a Material Adverse Effect. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except shall give notice to the extent that Agent as soon as reasonably possible and in no event more than five (5) days after Borrower (or any such lack of effectiveness Guarantor) receives any compliance orders, environmental citations, or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not notices from any Governmental Authority relating to any Environmental Liabilities relating to its properties which may reasonably be expected to result in a Material Adverse Effect. No an Event of Default; the Borrower shall suffer agrees to existtake any and all reasonable steps, nor shall it permit and to perform any of its Subsidiaries and all reasonable actions necessary or appropriate to suffer promptly comply with any such compliance orders, environmental citations, or other notices from any Governmental Authority relating to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To any Environmental Liabilities requiring the extent the laws of the United States Borrower (or any state in which propertyGuarantor) to remove, leased treat or owned, of any Borrower provide that a Lien on the property dispose of such Borrower may be obtained for Hazardous Materials, and, upon Agent’s request, to provide the removal Agent with satisfactory evidence of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence compliance with any claim in excess of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense$500,000; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders, environmental citations, or other notices from any Governmental Authority relating to any Environmental Liabilities if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower and each Guarantor agrees to defend, indemnify and hold harmless the Agent and the Lenders from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Agent and/or the Lenders by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property is leased from a third-party landlordof the Borrower (or any Guarantor) of any Hazardous Materials, and regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local “super fund” or “super lien” laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Lender determines in its sole discretion (A) the costs and/or liabilities described above being hereinafter referred to as the “Environmental Liabilities”); provided, however, that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such the Borrower shall not be so obligatedobligated to indemnify the Agent or any Lenders for any acts or omissions of the Agent or any Lenders in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Agent or Lender, as determined by a court of competent jurisdiction in a final, non-appealable judgment. THE COVENANTS AND INDEMNITIES CONTAINED IN THIS SECTION 12.5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT; AND, PROVIDED, HOWEVER, NO RELEASE, WAIVER, DEFENSE OR INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.5 IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT AND/OR THE LENDERS OR THEIR AGENTS OR REPRESENTATIVES DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS, OR ITS AGENTS OR REPRESENTATIVES, SHALL HAVE OBTAINED OWNERSHIP, OPERATION OR POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE). ANY CLAIMS UNDER THIS SECTION 12.5 SHALL BE SUBJECT TO SECTION 15.9.

Compliance with Environmental Laws. Each Borrower The Company will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property Assets now or hereafter owned or operated by the Company or any of its Subsidiaries, will pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property Assets free and clear of any Environmental Liens (other than Permitted Encumbrances). Neither the Company nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on, at or from any Real Property Assets now or hereafter owned or operated by the Company or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property Assets except for Hazardous Materials used or stored at any such Real Property Assets in compliance with all applicable Environmental Laws and reasonably required in connection with the business of the Company and its Subsidiaries or the operation, use and maintenance of any such Real Property Assets. If the Company or any of its Subsidiaries or any tenant or occupant of any Real Property Assets owned or operated by the Company or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to require reporting or to trigger an obligation to undertake investigation, clean-up, response or other corrective action under applicable Environmental Laws, the Company agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any action required pursuant to Environmental Laws with respect to such Hazardous Materials except where the failure to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could do so would not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, ; provided that neither the Company nor shall it permit any of its Subsidiaries shall be required to suffer undertake any action while the requirement to exist, an environmental condition which, when taken singly or undertake such action is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with all other respect to such conditions, has resulted or could reasonably be expected action to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with such a manner that no remedial or similar obligation shall arise under any Environmental LawsLaw, including any clean-up obligations, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws)obligations, does not result has resulted or could not reasonably be expected to result in a Material Adverse EffectEffect or has otherwise resulted or could reasonably be expected to result in liabilities or claims against any or all of the Borrower in an amount exceeding One Million Dollars ($1,000,000); PROVIDED, HOWEVER, that, if any Environmental Claim (even if such claim will not have a Material Adverse Effect or exceed the liability limitations set forth above) is made or any such remedial or similar obligation (even if such remedial or similar obligation would not have a Material Adverse Effect or exceed the liability limitations set forth above) arises, the Borrower and the Subsidiaries thereof shall, at its own cost and expense, timely satisfy such claim or remedial or similar obligation, PROVIDED, HOWEVER, that no such claim or remedial or similar obligation need be satisfied if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if appropriate reserves or other appropriate provision, if any, as shall be required by GAAP have been made on the books of the Borrower or the Subsidiaries thereof, as the case may be. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse EffectEffect or has otherwise resulted or liabilities or claims against the Borrower or any Subsidiary thereof in an amount exceeding One Million Dollars ($1,000,000). No Neither the Borrower shall suffer to exist, nor and shall it not permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To Effect or has otherwise resulted or could reasonably be expected to result in liabilities or claims against the extent the laws of the United States Borrower or any state Subsidiary thereof in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty an amount exceeding One Million Dollars (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower$1,000,000). To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such The Borrower shall not suffer or permit the aggregate of all liabilities or claims against the Borrower or any Subsidiaries thereof for any noncompliance with Environmental Laws, Environmental Claim, environmental condition, remedial or similar obligations under Environmental Laws, or lack of effectiveness of Environmental Permits referenced in this Section and Section 7.9 hereof, which, when taken singly or together with all other such noncompliance, Environmental Claims, environmental conditions, remedial or similar obligations, and lack of effectiveness, has resulted or could reasonably be so obligatedexpected to result in a Material Adverse Effect or has resulted or could reasonably be expected to result in liabilities or claims against the Borrower or any Subsidiaries thereof in an amount exceeding One Million Dollars ($1,000,000).

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to their businesses or the ownership or use of its Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or, with respect to any of its Subsidiaries, cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by the Borrower or any of its Subsidiaries other than in compliance with all applicable Environmental LawsLaws and as required in connection with the normal business operations of the Borrower and its Subsidiaries, except or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of the Borrower and its Subsidiaries, unless the failure to comply with the extent that any such lack of effectiveness requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to suffer require reporting or to existtrigger an obligation to undertake clean-up, an environmental condition whichremoval or remedial action under applicable Environmental Laws, when taken singly the Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or with all occupants to undertake, at their sole expense, any clean up, removal, remedial or other such conditions, has resulted or could action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to result in have a Material Adverse Effect. To ; PROVIDED that neither the Borrower nor any of its Subsidiaries shall be required to undertake any clean up, removal, remedial or other action while the requirement to undertake such clean up, removal, remedial or other action is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such clean up, removal, remedial or other action to the extent the laws required in accordance with GAAP. Notwithstanding any provision of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representativethis Section 8.07(a), the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedrequired by this Section to exercise any degree of control over the operations of any of its Subsidiaries that would reasonably be construed under applicable Environmental Law to make the Borrower liable for Environmental Claims arising from or casually related to the Real Property or operations of such Subsidiary as an owner or an operator or upon any other basis.

Compliance with Environmental Laws. Each (a) (i) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property owned or operated by the Borrower or any of its Subsidiaries, except or transport or permit the transportation of Hazardous Materials to the extent that or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither the Borrower nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower (a) (i) ----------------------------------- Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to their businesses or the ownership or use of Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or, with respect to any of its Subsidiaries, cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store or Release, or permit the generation, use, treatment, storage or Release of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries other than in compliance with all applicable Environmental LawsLaws and as required in connection with the normal business operations of Holdings and its Subsidiaries, except or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, unless the failure to comply with the extent that any such lack of effectiveness requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit If Holdings or any of its Subsidiaries or any tenant or occupant of any Real Property owned or operated by Holdings or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to suffer require reporting or to existtrigger an obligation to undertake clean-up, an environmental condition whichremoval or remedial action under applicable Environmental Laws, when taken singly Holdings agrees to undertake, and/or to cause any of its Subsidiaries, tenants, occupants or with all other such conditionsthird Persons to undertake, has resulted at their sole expense, any clean up, removal, remedial or could other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property, except where the failure to do so would not reasonably be expected to result in have a Material Adverse Effect. To ; provided that neither Holdings nor -------- any of its Subsidiaries shall be required to undertake any clean up, removal, remedial or other action while the requirement to undertake such clean up, removal, remedial or other action is being contested in good faith and by proper proceedings, so long as it has maintained adequate reserves with respect to such clean up, removal, remedial or other action to the extent the laws required in accordance with GAAP. Notwithstanding any provision of the United States or any state in which propertythis Section 6.07(a), leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower Holdings shall not be so obligatedrequired by this Section 6.07(a) to exercise any degree of control over the operations of any of its Subsidiaries that could reasonably be construed under applicable Environmental Law to make Holdings liable for Environmental Claims arising from or causally related to the Real Property or operations of such Subsidiary as an owner or an operator or upon any other basis.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries (a) Except where the ---------------------------------- failure to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or do so could not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect. Each Borrower , each Borrower: (i) will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all Environmental Laws applicable to the operation of their business and the ownership or use of any Real Property; (ii) will pay, and will cause each of its Subsidiaries to pay, all necessary costs and expenses incurred in such compliance; (iii) will keep or cause to be kept all Real Properties owned, operated or leased by such Borrower or any of its Subsidiaries free and clear of any material Liens imposed pursuant to such Environmental Permits in effect Laws; and remain in compliance therewith(iv) will not generate, and handle all use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property, or transport or permit the transportation of Hazardous Materials to or from any such Real Property except in compliance with all applicable law. If any Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property, causes or permits any intentional or unintentional act or omission resulting in the material presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), such Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property, except where the failure to do so could not, individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No , and provided that in any event no Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Neither Borrower will use and operate its facilities and propertiesnor any Restricted Subsidiary (nor any Unrestricted Subsidiary, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other if such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or violation hereof could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000) will do any of the following: (a) use any of its property as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of business and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of its property any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of its property except as generated in the ordinary course of business and in material compliance with Environmental Laws, (d) cause a Release of Hazardous Substances on, upon or into any of its property which give rise to liability under CERCLA or any other Environmental Law, or (e) transport or arrange for the transport of any Hazardous Substances (except as required in the ordinary course of business and in material compliance with all Environmental Laws), and any such failure to comply with any of the foregoing clauses (a) through (e) shall continue unremedied for a period of thirty (30) days. If Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary, if such Release could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000) causes or permits any Release of Hazardous Substances in violation of Environmental Laws to occur, Borrower or such Subsidiary shall cause the prompt containment and removal of such Hazardous Substances and remediation of the Eligible Asset in material compliance with all applicable Environmental Laws. At any time after and during the continuation of an Event of Default, at any time that Agent or the Required Lenders shall have reasonable grounds to believe that a Release of Hazardous Substances may have occurred relating to any property of Borrower or its Restricted Subsidiaries (or any Unrestricted Subsidiaries, if such Release could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000), Agent may at its election (and will at the request of the Required Lenders) obtain such assessments, including, without limitation, environmental assessments of such property prepared by an Environmental Engineer as may be reasonably necessary for the purpose of evaluating or confirming whether any Hazardous Substances have been Released by Borrower or any such Subsidiary on such property, which Release will result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property Such assessments may include detailed visual inspections of such Borrower may property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil or other samples, as well as such other investigations or analyses as are reasonably necessary for a determination of whether such Release results in a Material Adverse Effect. All reasonable costs related to such environmental assessments shall be obtained for at the sole cost and expense of Borrower. At any time after and during the continuation of an Event of Default, Agent may, but shall never be obligated to, remove or cause the removal of Polluting any Hazardous Substances that have been releasedwhich are in violation of any Environmental Law from Borrower's or any Restricted Subsidiary's property (or if removal is prohibited by any Environmental Law or any other applicable law, no later than sixty physical restriction or other reason, take or cause the taking of such other action as is required to cause such property to be in material compliance with any Environmental Law) if Borrower or any Restricted Subsidiary fails to materially comply with its obligations hereunder with respect thereto; and Agent and its designees are hereby granted access to such property at any reasonable time or times, upon reasonable notice, to remove or cause such removal or to take or cause the taking of any such other action. All costs, including, without limitation, the reasonable costs incurred by Agent in taking the foregoing action, damages, liabilities, losses, claims, expenses (60including attorneys' fees and disbursements) days after notice is given which are incurred by Agent, as the result of any Borrower's or any Restricted Subsidiary's failure to comply with the provisions of this §8.5, shall be paid by Borrower or such applicable Restricted Subsidiary to Agent upon demand by Agent and shall be additional obligations secured by the Lender Security Documents, except for costs resulting from or related to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on Agent's gross negligence or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedwillful misconduct.

Compliance with Environmental Laws. Each Borrower (a) The Company will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain keeping in compliance therewithin all material respects with, and handle avoiding liability under, all Hazardous Materials in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by the extent that any such lack of effectiveness Company or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries free and clear of any Liens imposed pursuant to suffer such Environmental Laws; and (b) neither the Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by the Company or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to existor from any such Real Property, an environmental condition whichwhere the failure to comply with clause (a) or clause (b) above, when taken singly either individually or with all other such conditionsin the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect. To If the Company or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Company or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in, or otherwise discovers, the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Company agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, promptly and at their sole expense, any clean up, investigation, removal, remedial, corrective or other action required pursuant to Environmental Laws to investigate, remove or cleanup any Hazardous Materials from any Real Property where the failure to do so, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; provided that neither the Company nor any of its Subsidiaries shall be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) Each Borrower will use Company and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Unrestricted Subsidiary shall comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Real Property to be kept free of any Liens under Environmental Laws), does not result or unless failure to do so could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keepEffect or subject any Agent, and will cause each Lender or Issuing Lender to any material risk of its Subsidiaries to keepdamages or liability; (b) in the event of the presence of any Hazardous Material at, all necessary Environmental Permits in effect and remain in compliance therewithon, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that under or emanating from any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not Real Property which would reasonably be expected to result in liability under or a Material Adverse Effect. No Borrower shall suffer to existviolation of any Environmental Law, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or in each case which could reasonably be expected to result in have a Material Adverse Effect. To the extent the laws , each Company and Unrestricted Subsidiary shall undertake, and/or cause any of the United States their respective tenants or occupants to undertake, at their sole expense, any state in which property, leased or owned, of any Borrower provide that a Lien on the property of action required pursuant to Environmental Laws to mitigate and eliminate such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expensepresence; provided, however, that no Company or Unrestricted Subsidiary shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; (c) each Company shall promptly notify Administrative Agent of the occurrence of any event specified in clause (b) of this Section 9.14 and shall periodically thereafter keep Administrative Agent informed of any material actions taken in response to such event and the results of such actions; and (d) at the written request of Administrative Agent at any time and from time to time, such Obligor will provide, at such Obligor's sole cost and expense, an environmental site assessment (including, without limitation, the results of any groundwater or other testing, conducted if Administrative Agent directs that such testing be conducted) concerning any Real Property now or hereafter owned, leased or operated by any Company or any Unrestricted Subsidiary, conducted by an environmental consulting firm proposed by such Obligor and approved by Administrative Agent indicating the property presence or absence of Hazardous Materials and the potential cost of any required investigation or other response or any corrective action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, however, that such request may be made only if (a) there has occurred and is leased from continuing an Event of Default, (b) Administrative Agent reasonably believes that any Company or any Unrestricted Subsidiary or any such Real Property is not in material compliance with Environmental Law or (c) circumstances exist that reasonably could be expected to form the basis of an Environmental Claim against such Company or Unrestricted Subsidiary or any such Real Property which would have a third-party landlordMaterial Adverse Effect. If any Obligor fails to provide the same within 60 days after such request was made, Administrative Agent may but is under no obligation to conduct the same, and such Obligor shall grant and hereby grants to Administrative Agent and its agents access to such Real Property and specifically grants Administrative Agent an irrevocable non-exclusive license, subject to the Lender determines in its rights of tenants, to undertake such an assessment, all at such Obligor's sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien cost and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedexpense.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and propertiesThe Issuer shall comply, and shall cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership or use of its real property now or hereafter owned, leased or operated by the Issuer or any of its Subsidiaries, shall promptly pay or cause to be paid all costs and operate expenses incurred in connection with such compliance, and shall keep or cause to be kept all such real property free and clear of any Liens imposed pursuant to such Environmental Laws, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor any of its respective facilities and propertiesSubsidiaries shall generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any real property owned, leased or operated by the Issuer or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such real property, unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. If the Issuer or any of its Subsidiaries, or any tenant or occupant of any real property owned, leased or operated by the Issuer or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or release or disposition of any Hazardous Material (except in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to applicable Environmental Laws), does not result the Issuer agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean-up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any real property except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; PROVIDED, HOWEVER, that neither the Issuer nor any of its Subsidiaries shall be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP. The Issuer shall give prompt written notice to the Holders of any actions, suits, claims, findings, hearings, investigations or other proceedings (i) alleging a violation of, noncompliance with, or liability under any Environmental Laws, that could be reasonably expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal related to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedasbestos claims.

Compliance with Environmental Laws. Each The Borrower will use shall comply with and operate shall cause all of its facilities and propertiesemployees, agents, invitees or sublessees to comply with all Environmental Laws with respect to the disposal of Hazardous Materials, and cause each pay immediately when due the cost of removal of any such Hazardous Materials from, and keep its Subsidiaries properties free of any lien imposed pursuant to use and operate its respective facilities and properties, in compliance with any Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except shall give notice to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted Administrative Agent as soon as reasonably possible and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later event more than sixty five (605) days after notice is given by the Lender it receives any compliance orders, environmental citations, or other notices from any Governmental Authority relating to any Environmental Liabilities relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower Representativeagrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws requiring the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, treat or cause dispose of such Hazardous Materials at the sole expense of the Borrower, to be removed, provide the Administrative Agent with satisfactory evidence of such Lien and such Polluting Substance at such Borrower’s expensecompliance; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the property is leased from a third-party landlordpayment for the cost of compliance therewith, and the Lender determines Lenders' security interest in its sole discretion any such property affected thereby (Aor the priority thereof) that such landlord is obligated not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower (i) releases and waives any present or future claims against the Administrative Agent and the Lenders for indemnity or contribution in the event the Borrower becomes liable for any Environmental Lien and/or Remedial Action, and (ii) agrees to removedefend, indemnify and hold harmless the Administrative Agent and the Lenders from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or cause suffered by, or asserted against the Administrative Agent and the Lenders by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any Hazardous Materials, regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to be removedhazardous materials (including, such Lien and such Polluting Substance without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Bank (the costs and/or liabilities described in (i) and (Bii) that no Borrower has any liability for such removal, then such Borrower above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in this Section 12.6 shall not be so obligatedsurvive termination of this Agreement.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and propertiesComply, and cause each of all lessees and other Persons operating or occupying its Subsidiaries to use and operate its respective facilities and properties, including the Facility Assets, to comply, in compliance with Environmental Lawsall material respects, which when taken singly or with all other such obligations (including all liabilities applicable Environmental Laws and claims relating to Environmental Laws), does not result or Permits except for noncompliance that could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keep; obtain and renew all Environmental Permits necessary for its operations and Facility Assets; and conduct any investigation, assessment, evaluation, report, study, sampling and testing, and will cause each of its Subsidiaries undertake any cleanup, monitoring, removal, remedial or other action necessary to keepmonitor, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all remove or clean up Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness at or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit emanating from any of its Subsidiaries to suffer to existFacility Assets, an environmental condition which, when taken singly or in accordance with the requirements of all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseEnvironmental Laws; provided, however, that if neither any Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the property extent that its obligation to do so is leased from subject to a third-party landlordPermitted Protest. Upon reasonable notice, at their sole cost and expense, Borrowers and its Subsidiaries shall perform any Hazardous Materials site assessment or other investigation of environmental conditions related to the Facility Assets, pursuant to any reasonable written request of Lenders (including sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), and share with Lenders the Lender determines reports and other results thereof, and Lenders shall be entitled to rely on such reports and other results thereof; (a) Borrower and its Subsidiaries shall, at their sole cost and expense, comply with all reasonable written requests of Lenders to (i) comply in all material respects with any Environmental Law, (ii) comply with any directive from any Governmental Authority, and (iii) take any other reasonable action necessary or appropriate for protection of human health or the environment; (b) neither Borrower nor any of its sole discretion Subsidiaries (Aother than the Excluded Subsidiaries) shall, and will use all commercially reasonable efforts to prevent any tenant or other user of the Facility Assets from doing any act that such landlord (i) materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any Person (whether on or off the Cherokee Site or the El Dorado Site), (ii) impairs or may impair the value of the Facility Assets, (iii) is obligated contrary to removeany requirement of any insurer and could reasonably be expected to have a Material Adverse Effect, (iv) constitutes a public or private nuisance, constitutes waste and could reasonably be expected to have a Material Adverse Effect, or cause (v) violates any covenant, condition, agreement or easement applicable to the properties and could reasonably be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedexpected to have a Material Adverse Effect.

Compliance with Environmental Laws. Each The Borrower will shall comply with all Environmental Laws and shall use and operate reasonable commercial efforts to cause all of its facilities and propertiesemployees, agents, invitees or sublessees (while such Persons are acting within the scope of their relationship with the Borrower) to (a) comply with all Environmental Laws with respect to the disposal of Hazardous Materials, (b) pay immediately when due the cost of removal of any such Hazardous Materials, and cause each (c) keep the Borrower’s properties free of its Subsidiaries any lien imposed pursuant to use and operate its respective facilities and properties, in compliance with any Environmental Laws; provided that no breach of this Section 5.05 shall occur if (i) such breach is cured within 30 days after the Borrower is notified of non-compliance or an appeal or appropriate proceedings for review thereof is taken within such period and the Borrower is not obligated to comply pending such appeal or other appropriate proceedings or (ii) such breach could not reasonably be expected to have a Material Adverse Effect. The Borrower shall give notice to the Administrative Agent as soon as reasonably possible and in no event more than five days after it receives any compliance orders, which when taken singly environmental citations, or with all other such obligations (including all liabilities and claims notices from any Governmental Authority relating to any Environmental Laws), does not result Liabilities relating to its properties or could not elsewhere which may reasonably be expected to result in a Material Adverse Effect. Each Default or Event of Default; the Borrower will keepagrees to take any and all reasonable steps, and will cause each of its Subsidiaries to keep, perform any and all reasonable actions necessary Environmental Permits in effect or appropriate to promptly respond to and remain in compliance therewith, and handle all Hazardous Materials in compliance comply with all applicable Environmental Laws, except to the extent that any such lack of effectiveness compliance orders, citations or non-compliancenotices, when taken singly or and, upon the Administrative Agent’s request, to provide the Administrative Agent with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property satisfactory evidence of such Borrower may be obtained for the removal compliance that requires expenditures in excess of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense$500,000; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders, citations or notices if such contest is made in good faith, appropriate reserves are established for the property is leased from a third-party landlordpayment for the cost of compliance therewith, and the Lender determines Collateral Agent’s security interest in its sole discretion any such property affected thereby (or the priority thereof) is not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower (A) that such landlord is obligated to removereleases and waives any present or future claims against the Administrative Agent, the Collateral Agent, each Lender and each Related Party of any of the foregoing Persons for indemnity or cause to be removedcontribution in the event the Borrower becomes liable for any Environmental Lien and/or Remedial Action and/or Table of Contents other Environmental Liability, such Lien and such Polluting Substance and (B) that no agrees to defend, indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender and each Related Party of any of the foregoing Persons from any and all Environmental Liabilities, including all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Lenders by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or Release from or onto the property of the Borrower has of any liability for Hazardous Materials, regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such removalproperty or the applicability of any Environmental Laws relating to hazardous materials (including Comprehensive Environmental Response, then such Borrower shall Compensation and Liability Act or any so called federal, state or local “super fund” or “super lien” laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not be so obligatedcaused by or within the control of the Lender. THE COVENANTS AND INDEMNITIES CONTAINED IN THIS SECTION 5.05 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, PROVIDED THAT SUCH INDEMNITIES SHALL NOT, AS TO ANY INDEMNIFIED PARTY, BE AVAILABLE TO THE EXTENT THAT SUCH INDEMNITY MATTERS ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY; AND, PROVIDED, HOWEVER, NO RELEASE, WAIVER, DEFENSE OR INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 5.05 IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND/OR THE LENDERS OR THEIR AGENTS OR REPRESENTATIVES DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS, OR ITS AGENTS OR REPRESENTATIVES, SHALL HAVE OBTAINED OWNERSHIP, OPERATION OR POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE).

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties(a) The Parent will, and will cause Arlington, Borrower and each Subsidiary Guarantor to, comply in all material respects with all Environmental Laws applicable to the ownership or use of its Subsidiaries any Mortgaged Vessel or property now or hereafter owned or operated by the Parent or Borrower, Arlington or any Subsidiary Guarantor, will within a reasonable time period pay or cause to use be paid all costs and operate its respective facilities expenses incurred in connection with such compliance (except to the extent being contested in good faith), and properties, in compliance with will keep or cause to be kept all such Mortgaged Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws, which when taken singly in each of the foregoing cases, except to the extent any failure to do so could not, individually or with all other such obligations (including all liabilities and claims relating to Environmental Laws)in the aggregate, does not result or could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower Neither the Parent, Borrower, Arlington nor any Subsidiary Guarantor will keepgenerate, and will cause each of its Subsidiaries to keepuse, all necessary Environmental Permits in effect and remain in compliance therewithtreat, and handle all store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Mortgaged Vessel or property now or hereafter owned or operated or occupied by the Parent, Borrower, Arlington or any Subsidiary Guarantor, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental LawsLaws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses or except to the extent that any such lack of effectiveness the same could not, individually or non-compliancein the aggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer The Parent will, and will cause Borrower, Arlington and each Subsidiary Guarantor, to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien maintain insurance on the property of Mortgaged Vessels in at least such Borrower may be obtained amounts as are in accordance with normal industry practice for the removal of Polluting Substances that have been releasedsimilarly situated insureds, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party against losses from oil spills and other environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedpollution.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all necessary Environmental Permits Laws applicable to the own­ership, lease or use of its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries (except such noncompliances as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, property, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and remain its Subsidiaries taken as a whole), will promptly pay or cause to be paid all costs and expenses incurred in compliance therewithconnection with such compli­ance; provided that there shall be no violation of any of the foregoing so long as any obligation to comply or pay is being contested in good faith and by appropriate proceedings for which ade­quate reserves have been established in accordance with GAAP, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws except for Permitted Liens. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or knowingly permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property except for Hazardous Materials gener­ated, used, treated, stored, released or dis­posed of at any such Real Properties in compliance with all applicable Environmental LawsLaws (except such noncompliances as could not, except to individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result have a material adverse effect on the business, property, assets, liabilities (actual or contingent), operations or conditions (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole), and reason­ably required in a Material Adverse Effect. No connection with the operation, use and maintenance of the business or operations of the Borrower shall suffer to exist, nor shall it permit or any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedSubsidiaries.

Compliance with Environmental Laws. Each None of the Borrower or Guarantors will, nor will it permit any of their Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the extent that Real Estate or any surrounding properties or any threatened Release of Hazardous Substances could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws), except, in each case, (i) with respect to any Real Estate other than an Unencumbered Property included in the calculation of Unencumbered Asset Value where any such lack of effectiveness use, generation, conduct or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, activity has not resulted had and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer , and (ii) with respect to existany Unencumbered Property included in the calculation of Unencumbered Asset Value where any such use, nor shall it permit any of its Subsidiaries to suffer to existgeneration, an environmental condition whichconduct or other activity has not had and could not reasonably be expected, when taken singly or with all other such conditionsmatters covered by §6.20 and this §8.6, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States liability, clean-up, remediation, containment, correction or other costs to Borrower, any Guarantor or any state Unencumbered Property Subsidiary individually or in which the aggregate with other Unencumbered Properties in excess of $10,000,000.00 or materially adversely effect the operation of or ability to use such property; provided, leased or owned, that in the case of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or this clause (ii) requires removal such estimated liability or other costs shall be promptly reported to safeguard the health Agent and deducted in the calculation of any PersonUnencumbered Asset Value, such and Borrower shall removediligently and continuously pursue corrective, remedial and other actions to bring such Unencumbered Property or cause Properties into compliance with Environmental Laws and to be removed, eliminate such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlordliability. The Borrower shall, and the Lender determines in shall cause its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.Subsidiaries to:

Compliance with Environmental Laws. (a) Each Borrower will use Obligor and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Subsidiary shall comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Real Property to be kept free of any Liens under Environmental Laws), does unless failure to do so would not result reasonably be expected to have, individually or could not in the aggregate, a Material Adverse Effect; (b) in the event of the presence of any Hazardous Material at, on, under or emanating from any Real Property which would reasonably be expected to result in liability under or a violation of any Environmental Law, in each case which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Borrower will keep, each Obligor and will each Subsidiary shall undertake, and/or cause each any of its Subsidiaries their respective tenants or occupants to keepundertake, all necessary at their sole expense, any action required pursuant to Environmental Permits in effect Laws to mitigate and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that eliminate any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseadverse effect; provided, however, that no Obligor or Subsidiary shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; (c) each Obligor shall promptly notify the Administrative Agent of the occurrence of any event specified in clause (b) of this Section 9.14 and shall periodically thereafter keep the Administrative Agent informed of any material actions taken in response to such event and the results of such actions; and (d) at the written request of the Administrative Agent, each Obligor will provide, at such Obligor’s sole cost and expense, an environmental site assessment (including, without limitation, the results of any subsurface testing, conducted if the property Administrative Agent directs that such testing be conducted) concerning any Real Property now or hereafter owned, leased or operated by such Obligor or any Subsidiary, conducted by an environmental consulting firm proposed by such Obligor and reasonably acceptable to the Administrative Agent indicating the presence or absence of Hazardous Materials and the potential cost of any required investigation or other response or any corrective action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, however, that such request may be made only if (i) there has occurred and is leased from continuing an Event of Default, or (ii) the Administrative Agent reasonably believes that such Obligor or any Subsidiary or any such Real Property is not in material compliance with Environmental Law which could reasonably be expected to have a third-party landlordMaterial Adverse Effect, or (iii) circumstances exist that reasonably could be expected to form the basis of an Environmental Claim against such Obligor, any Subsidiary or any such Real Property which could reasonably be expected to have a Material Adverse Effect. If any Obligor fails to provide the same within 60 days after such request was made, the Administrative Agent may but is under no obligation to order the same, and each Obligor shall grant and hereby grants to the Lender determines in Administrative Agent and its agents access to such Real Property and specifically grants the Administrative Agent an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at such Obligor’s sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien cost and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedexpense.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could Except as would not reasonably be expected to have a Material Adverse Effect, and except as disclosed on Schedule 9.1.13, (i) no Borrower’s or any Subsidiary’s operations, Real Estate or other Properties are, as a result of or in connection with the conduct of any Borrower or Subsidiary, subject to any federal, state or local investigation to determine whether any remedial action is needed to address any Environmental Release; (ii) no Borrower or any Subsidiary has received any Environmental Notice that remains outstanding or unresolved; and (iii) no Borrower or any Subsidiary has any material Environmental Liability to investigate or remediate any Environmental Release under any Environmental Law. Holdco and each of its Subsidiaries has obtained licenses, permits, authorizations and registrations (collectively, “Environmental Permits”) required under applicable Environmental Law and necessary for its ordinary operations, all such Environmental Permits are in good standing, and Holdco and each of its Subsidiaries is in compliance with all material terms and conditions of such Environmental Permits where any failure to comply reasonably could be expected to have a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, In addition (x) neither Holdco nor shall it permit any of its Subsidiaries to suffer to existhas or maintains any underground storage tanks which are not properly registered or permitted under applicable Environmental Laws or which are leaking or disposing of Hazardous Materials off-site, an environmental condition which, when taken singly or with and (y) each of Holdco and its Subsidiaries has notified all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of its employees of the United States or any state in which propertyexistence, leased or ownedif any, of any Borrower provide that a Lien on health hazard arising from the property conditions of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause their employment required to be removed, such Lien disclosed by any applicable Environmental Law and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, have met all notification requirements under Title III of CERCLA and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedall other applicable Environmental Law.

Compliance with Environmental Laws. Each (a) The Borrower will use and operate its facilities and propertiescomply, and will cause each all members of the NEG Group to comply, in all material respects with all Environmental Laws applicable to the operation of its Subsidiaries business or to the ownership or use of Real Estate now or hereafter owned or operated by the Borrower and operate its respective facilities the other Covered Parties, will within a reasonable time period pay or cause to be paid all costs and propertiesexpenses incurred in connection with such compliance (except to the extent being contested in good faith), in compliance with and will undertake all reasonable efforts to keep or cause to be kept all such Real Estate free and clear of any Liens imposed pursuant to such Environmental Laws, which when taken singly except such noncompliances as could not, individually or with all other such obligations (including all liabilities and claims relating to Environmental Laws)in the aggregate, does not result or could not reasonably be expected to result in have a Material Adverse EffectEffect or a Material Adverse Change of LLC, NEG, Inc. and the Significant Subsidiaries, taken as a whole. Each The Borrower will keep, not and will cause each the other Covered Parties not to generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials on any Real Estate now or hereafter owned or operated or occupied by the Borrower or any of the other Covered Parties, or transport or permit the transportation of Hazardous Materials to or from any such Real Estate except in compliance with all applicable Environmental LawsLaws (except such noncompliances as could not, except to individually or in the extent that any such lack of effectiveness or non-complianceaggregate, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Effect. No Borrower shall suffer Change to existLLC, nor shall it permit any of its Subsidiaries to suffer to existNEG, an environmental condition whichInc. and the Significant Subsidiaries, when taken singly or as a whole) and reasonably required in connection with all other such conditionsthe operation, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, use and maintenance of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on Real Estate or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines otherwise in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedconnection with their businesses.

Compliance with Environmental Laws. Each The Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with such a manner that no obligation shall arise under any Environmental LawsLaw, including a clean-up obligation, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws)obligations, does not result has resulted or could not reasonably be expected to result in a Material Adverse EffectEffect or has otherwise resulted or could reasonably be expected to result in liabilities or claims against the Borrower in an amount exceeding Two Hundred Fifty Thousand Dollars ($250,000); provided, that if any Environmental Claim (even if such claim will not have a Material Adverse Effect or exceed the liability limitations set forth above) is made or any such obligation (even if such obligation would not have a Material Adverse Effect or exceed the liability limitations set forth above) arises, each of the Borrower and its Subsidiaries shall, at its own cost and expense, timely satisfy such claim or obligation, provided that no such claim or obligation need be satisfied if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if appropriate reserves or other appropriate provision, if any, as shall be required by GAAP have been made on the books of the Borrower or the Subsidiaries of the Borrower, as the case may be. Each The Borrower will keep, and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances of lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse EffectEffect or has not otherwise resulted or liabilities or claims against the Borrower in an amount exceeding Two Hundred Fifty Thousand Dollars ($250,000). No The Borrower shall not suffer to exist, nor and shall it not permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States Effect or any state has otherwise resulted or could reasonably be expected to result in which property, leased liabilities or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to claims against the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either in an amount exceeding Two Hundred Fifty Thousand Dollars (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated$250,000).

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each Borrower Credit Party will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Restricted Subsidiaries to keepcomply, with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by such Credit Party or any of its Restricted Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, or where non-compliance would not reasonably be expected to have a Material Adverse Effect. (b) Each Credit Party will keep or cause to be kept, and will cause each of its Restricted Subsidiaries to keep or cause to be kept, all necessary Real Property free and clear of any Liens imposed pursuant to applicable Environmental Permits in effect and remain in compliance therewithLaws other than Permitted Liens. (c) No Credit Party nor any of its Restricted Subsidiaries will generate, and handle all use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Credit Parties or any of their Restricted Subsidiaries or transport or arrange for the transportation of Hazardous Materials to or from any such Real Property other than in compliance with all applicable Environmental LawsLaws and in the ordinary course of business, except to the extent that any such lack of effectiveness noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings for which adequate reserves have been established to the extent required by GAAP, or where non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could compliance would not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer (d) If required to existdo so under any binding and applicable order of any Governmental Authority, nor shall it permit any each Credit Party will undertake, and cause each of its Restricted Subsidiaries to suffer undertake any clean up, removal, remedial or other action necessary to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or remove and clean up any state in which propertyHazardous Materials from any Real Property owned, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given operated by the Lender Credit Parties or any of their Restricted Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.extent

Compliance with Environmental Laws. Each Borrower will use Except as disclosed in the Time of Sale Document and operate the Final Offering Memorandum, each of Kratos, its facilities Subsidiaries and propertiesIntegral is (i) in compliance with any and all applicable U.S. or non-U.S. federal, state and local laws and regulations relating to health and safety, or the pollution or the protection of the environment or hazardous or toxic substances of wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received and is in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its respective businesses and (iii) has not received notice of, and cause each is not aware of, any actual or potential liability for damages to natural resources or the investigation or remediation of its Subsidiaries to use and operate its respective facilities and propertiesany disposal, release or existence of hazardous or toxic substances or wastes, pollutants or contaminants, in each case except where such non-compliance with Environmental Laws, which when taken singly failure to receive and comply with required permits, licenses or with all other such obligations (including all liabilities and claims relating to Environmental Laws)approvals, does not result or could not reasonably be expected to result liability would not, individually or in the aggregate, have a Material Adverse Effect. Each Borrower will keepExcept as disclosed in the Time of Sale Document and the Final Offering Memorandum, and will cause each none of Kratos, any of its Subsidiaries to keepor any Integral Entity has been named as a “potentially responsible party” under the Comprehensive Environmental Response, all necessary Environmental Permits in effect and remain in compliance therewithCompensation, and handle all Hazardous Materials in compliance with all applicable Environmental LawsLiability Act of 1980, except to the extent that as amended, or any such lack of effectiveness similar U.S. or non-complianceU.S. state or local Environmental Laws or regulation requiring Kratos, when taken singly any of its Subsidiaries or with all other instances lack of effectiveness any Integral Entity to investigate or non-complianceremediate any pollutants or contaminants, has not resulted and could not reasonably be expected to result except where such requirements would not, individually or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. No Borrower shall suffer to exist, nor shall it permit any In the ordinary course of its business, Kratos and Integral periodically reviews the effects of Environmental Laws on the business, operations and properties of Kratos and its Subsidiaries and Integral, respectively, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to suffer third parties). On the basis of such review, Kratos and, to existKratos’ knowledge, an environmental condition which, when taken singly or with all other Integral have reasonably concluded that such conditions, has resulted or could reasonably be expected to result in associated costs would not have a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligated.

Compliance with Environmental Laws. Each (a) The Borrower (i) will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain keeping in compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties free and clear of any material Liens imposed pursuant to such Environmental Laws and (ii) will comply, and will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the extent that operation of their business and the ownership of use of any Real Property; and (b) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No If the Borrower shall suffer or any of its Subsidiaries, or any tenant or occupant of any Real Property, causes or permits any intentional or unintentional act or omission resulting in the material presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property provided that neither the Borrower nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower (a) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keeppay, and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by Holdings or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Holdings, WR Acquisition and the Borrower shall suffer agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither Holdings nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower (a) (i) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep---------------------------------- comply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to their businesses or the ownership or use of its Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or, with respect to any of its Subsidiaries, cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store or Release, or permit the generation, use, treatment, storage or Release of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries other than in compliance with all applicable Environmental LawsLaws and as required in connection with the normal business operations of Holdings and its Subsidiaries, except or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, unless the failure to comply with the extent that any such lack of effectiveness requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit If Holdings or any of its Subsidiaries or any tenant or occupant of any Real Property owned or operated by Holdings or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to suffer require reporting or to existtrigger an obligation to undertake clean-up, an environmental condition whichremoval or remedial action under applicable Environmental Laws, when taken singly Holdings agrees to undertake, and/or to cause any of its Subsidiaries, tenants, occupants or with all other such conditionsthird Persons to undertake, has resulted at their sole expense, any clean up, removal, remedial or could other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not reasonably be expected to result in have a Material Adverse Effect. To ; provided that neither Holdings nor any of its -------- Subsidiaries shall be required to undertake any clean up, removal, remedial or other action while the requirement to undertake such clean up, removal, remedial or other action is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such clean up, removal, remedial or other action to the extent the laws required in accordance with GAAP. Notwithstanding any provision of the United States or any state in which propertythis Section 8.07(a), leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower Holdings shall not be so obligated.required by this

Compliance with Environmental Laws. Each Borrower (a) (i) Holdings will use and operate its facilities and propertiespay, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, ---------------------------------- and will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by Holdings or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws and which does not give rise to an Environmental Claim), each of Holdings and the Borrower shall suffer agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, that neither Holdings -------- nor shall it permit any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower The Company will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, in all necessary material respects with all Environmental Permits Laws applicable to the ownership or use of its Real Property Assets now or hereafter owned or operated by the Company or any of its Subsidiaries, will pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property Assets free and clear of any Environmental Liens (other than Permitted Encumbrances). Neither the Company nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on, at or from any Real Property Assets now or hereafter owned or operated by the Company or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property Assets except for Hazardous Materials used or stored at any such Real Property Assets in compliance with all applicable Environmental Laws and reasonably required in connection with the business of the Company and its Subsidiaries or the operation, use and maintenance of any such Real Property Assets. If the Company or any of its Subsidiaries or any tenant or occupant of any Real Property Assets owned or operated by the Company or any of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to require reporting or to trigger an obli- gation to undertake investigation, clean-up, response or other corrective action under applicable Environmental Laws, the Company agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any action required pursuant to Environmental Laws with respect to such Hazardous Materials except where the failure to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could do so would not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to exist, ; provided that neither the Company nor shall it permit any of its Subsidiaries shall be required to suffer undertake any action while the requirement to exist, an environmental condition which, when taken singly or undertake such action is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with all other respect to such conditions, has resulted or could reasonably be expected action to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. Each Borrower (a) Holdings will use and operate its facilities and propertiespay, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and ---------------------------------- will cause each of its Subsidiaries to keeppay, all necessary Environmental Permits costs and expenses incurred by it in effect and remain in compliance therewith, and handle all Hazardous Materials keeping in compliance with all applicable Environmental Laws, except and will keep or cause to be kept all Real Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the extent that generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such lack of effectiveness Real Property, unless the failure to comply with the requirements specified in clause (a) or non-compliance(b) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could would not reasonably be expected to result in have a Material Adverse Effect. No If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each of Holdings and the Borrower shall suffer agrees to existundertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, that neither Holdings nor shall it permit -------- any of its Subsidiaries shall be required to suffer comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected compliance to result in a Material Adverse Effect. To the extent the laws of the United States or any state required in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedaccordance with GAAP.

Compliance with Environmental Laws. (a) Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance Company shall ----------------------------------- comply with all Environmental Laws, which when taken singly and will keep or with cause all other such obligations (including all liabilities and claims relating Real Property to be kept free of any Liens under Environmental Laws), does not result or unless failure to do so could not reasonably be expected to result in have a Material Adverse Effect. Each Borrower will keepEffect or subject any Agent, and will cause each Lender or Issuing Lender to any material risk of its Subsidiaries to keepdamages or liability; (b) in the event of the presence of any Hazardous Material at, all necessary Environmental Permits in effect and remain in compliance therewithon, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that under or emanating from any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not Real Property which would reasonably be expected to result in liability under or a Material Adverse Effect. No Borrower shall suffer to existviolation of any Environmental Law, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or in each case which could reasonably be expected to result in have a Material Adverse Effect. To , each Company and Unrestricted Subsidiary shall undertake, and/or cause any of their respective tenants or occupants to undertake, at their sole expense, any action required pursuant to Environmental Laws to mitigate and eliminate such presence; provide however that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent the laws required in accordance with GAAP; (c) each Company shall promptly notify Administrative Agent of the United States occurrence of any event specified in clause (b) of this Section 9.14 and shall periodically thereafter keep Administrative Agent informed of any material actions taken in response to such event and the results of such actions; and (d) at the written request of Administrative Agent at any time and from time to time, such Obligor will provide, at such Obligor's sole cost and expense, an environmental site assessment (including, without limitation, the results of any groundwater or other testing, conducted if Administrative Agent directs that such testing be conducted) concerning any state in which propertyReal Property now or hereafter owned, leased or ownedoperated by any Company, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given conducted by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party an environmental consultant selected consulting firm proposed by such Borrower Obligor and approved by Administrative Agent indicating the Lender as to presence or absence of Hazardous Materials and the existence potential cost of any Polluting Substances located on required investigation or beneath the specified property leased other response or owned by any corrective action in connection with any Hazardous Materials on, at, under or emanating from such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expenseReal Property; provided, however, that such request may be made only if (a) there has occurred and is continuing an Event of Default, (b) Administrative Agent reasonably believes that any Company or any such Real Property is not in material compliance with Environmental Law or (c) circumstances exist that reasonably could be expected to form the property basis of an Environmental Claim against such Company or any such Real Property which could materially and adversely affect any Company. If any Obligor fails to provide the same within 60 days after such request was made, Administrative Agent may but is leased from a third-party landlordunder no obligation to conduct the same, and such Obligor shall grant and hereby grants to Administrative Agent and its agents access to such Real Property and specifically grants Administrative Agent an irrevocable non-exclusive license, subject to the Lender determines in its rights of tenants, to undertake such an assessment, all at such Obligor's sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien cost and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedexpense.

Compliance with Environmental Laws. Each Borrower (a) (i) Holdings will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepcomply, and will cause each of its Subsidiaries to keepcomply, with all necessary Environmental Permits Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in effect and remain in compliance therewithconnection with such compliance, and handle will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials in compliance with all applicable Environmental Lawson any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that any such lack of effectiveness the failure to comply with the requirements specified in clause (i) or non-compliance(ii) above, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could is not reasonably be expected likely to result in have a Material Adverse Effect. No Borrower shall suffer If legally required to existdo so under any applicable directive or order of any governmental agency, nor shall it permit Holdings agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States that Holdings or any state such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that adequate reserves have been released, no later than sixty (60) days after notice is given by the Lender established to the Borrower Representative, the Borrower Representative shall deliver to the Lender extent required by GAAP; provided that it will not constitute a report issued by breach of this Section 7.11 if a qualified, third party environmental consultant selected by Person other than Holdings and its Subsidiaries takes such Borrower action on behalf of Holdings and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedSubsidiaries.

Compliance with Environmental Laws. Each Borrower will use Borrowers shall comply with and operate its facilities shall cause all of their respective employees, agents, invitees or sublessees to comply with all Environmental Laws with respect to the disposal of industrial refuse or waste, and/or the discharge, procession, treatment, removal, transportation, storage and propertieshandling of hazardous or toxic wastes and substances, and cause each pay immediately when due the cost of removal of any such waste or substances from, and keep its Subsidiaries properties free of any lien imposed pursuant to use and operate its respective facilities and propertiesany such laws, in compliance with Environmental Lawsrules, which when taken singly regulations or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effectorders. Each Borrower will keep, shall give notice to Bank as soon as reasonably possible and will cause each of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later event more than sixty five (605) days after notice is given by the Lender it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to the any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof. Each Borrower Representativeagrees to take any and all reasonable steps, the Borrower Representative shall deliver and to the Lender a report issued by a qualifiedperform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, third party environmental consultant selected by compliance orders or Environmental Laws requiring either such Borrower and approved by to remove, treat or dispose of such hazardous materials, wastes or conditions at the Lender as to the existence sole expense of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any , to provide Bank with satisfactory evidence of such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expensecompliance; provided, however, that nothing contained herein shall preclude Borrowers from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith, and Bank's security interest in any such property affected thereby (or the priority thereof) is not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, Borrowers (i) release and waive any present or future claims against Bank for indemnity or contribution in the event either Borrower becomes liable for remediation costs under and Environmental Laws, and (ii) agree to defend, indemnify and hold harmless Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property is leased from a third-party landlordof Borrowers of any hazardous materials, and the Lender determines in its sole discretion (A) that such landlord is obligated to removewastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or cause arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to be removedhazardous materials (including, such Lien without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of Bank. The covenants and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower indemnities contained in this Section 8.8 shall not be so obligatedsurvive termination of this Agreement.

Compliance with Environmental Laws. Each The Borrower will use shall comply with and operate shall cause all of its facilities employees, agents, invitees or sublessees to comply with all Environmental Laws with respect to the disposal of industrial refuse or waste, and/or the discharge, procession, treatment, removal, transportation, storage and propertieshandling of hazardous or toxic wastes and substances, and cause each pay immediately when due the cost of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly removal of any such waste or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepsubstances from, and will cause each keep their properties free of its Subsidiaries any lien imposed pursuant to keepany such laws, all necessary Environmental Permits in effect and remain in compliance therewithrules, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except regulations or orders. The Borrower shall give notice to the extent that any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted Bank as soon as reasonably possible and could not reasonably be expected to result in a Material Adverse Effect. No Borrower shall suffer to exist, nor shall it permit any of its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later event more than sixty five (605) days after notice is given by the Lender it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower Representativeagrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws requiring the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, treat or cause dispose of such hazardous materials, wastes or conditions at the sole expense of the Borrower, to be removed, provide the Bank with satisfactory evidence of such Lien and such Polluting Substance at such Borrower’s expensecompliance; provided, however, that nothing contained herein shall preclude the Borrower from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the property is leased from a third-party landlordpayment for the cost of compliance therewith, and the Lender determines Bank's security interest in its sole discretion any such property affected thereby (Aor the priority thereof) that such landlord is obligated not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, the Borrower (i) releases and waives any present or future claims against the Bank for indemnity or contribution in the event the Borrower becomes liable for remediation costs under and Environmental Laws, and (ii) agrees to removedefend, indemnify and hold harmless the Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or cause suffered by, or asserted against the Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any hazardous materials, wastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to be removedhazardous materials (including, such Lien and such Polluting Substance without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of the Bank (the costs and/or liabilities described in (i) and (Bii) that no Borrower has any liability for such removal, then such Borrower above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in this Section 11.7 shall not be so obligatedsurvive termination of this Agreement.

Compliance with Environmental Laws. Each Borrower will use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keepHoldings will, and will cause each of its Subsidiaries to keepto, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance comply with all applicable Environmental Laws, except to the extent that any such lack of effectiveness or non-compliancecompliances as could not, when taken singly either individually or with all other instances lack of effectiveness or non-compliancein the aggregate, has not resulted and could not reasonably be expected to result in have a Material Adverse Effect, comply in all material respects with all Mortgaged Vessel permits issued pursuant to Environmental Laws applicable to, or required by, the ownership or use of any Mortgaged Vessel now or hereafter owned, operated or occupied by either of the Borrowers or any of their Subsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliance (except to the extent being contested in good faith), and will keep or cause to be kept each such Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens arising from any cost or other obligation arising under Environmental Law that Holdings or such Subsidiary is contesting in good faith). No Borrower shall suffer to exist, Neither Holdings nor shall it permit any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Mortgaged Vessel now or hereafter owned or operated or occupied by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to suffer to exist, an environmental condition which, when taken singly or from any ports or Mortgaged Vessels except in compliance in all material respects with all other such conditionsapplicable Environmental Laws. The Borrowers will, has resulted or could reasonably be expected to result in a Material Adverse Effect. To the extent the laws and will cause each of the United States or any state in which propertytheir Subsidiaries to, leased or owned, of any Borrower provide that a Lien maintain insurance on the property of Mortgaged Vessels in at least such Borrower may be obtained amounts as are in accordance with normal industry practice for the removal of Polluting Substances that have been releasedsimilarly situated insureds, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party against losses from oil spills and other environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedpollution.

Compliance with Environmental Laws. Each Borrower (a) (i) Holdings will comply, and will use and operate its facilities and properties, and best efforts to cause each of its Subsidiaries to use and operate its respective facilities and propertiescomply, in compliance with Environmental Laws, which when taken singly or with all other Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such obligations compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (including all liabilities and claims relating ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to Environmental Laws)or from any such Real Property, does not result except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, could not reasonably be expected to result in liability under Environmental Laws that could have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole. Each Borrower will keepIf required to do so under any applicable legally binding directive or order of any governmental agency, Holdings and the Borrowers agree to undertake, and will cause each of their Subsidiaries to undertake, to the extent required under applicable Environmental Laws, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned or operated by Holdings or any of its Subsidiaries to keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance accordance with the requirements of all applicable Environmental LawsLaws and in accordance with such legally binding orders and directives of all governmental authorities, except to the extent that (x) Holdings or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles or (y) the failure to take any such lack of effectiveness or non-compliance, when taken singly or with all other instances lack of effectiveness or non-compliance, has not resulted and action could not reasonably be expected to result in have a Material Adverse Effect. No Borrower shall suffer to existmaterial adverse effect on the business, nor shall it permit any operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries to suffer to exist, an environmental condition which, when taken singly or with all other such conditions, has resulted or could reasonably be expected to result in as a Material Adverse Effect. To the extent the laws of the United States or any state in which property, leased or owned, of any Borrower provide that a Lien on the property of such Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (60) days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower shall remove, or cause to be removed, such Lien and such Polluting Substance at such Borrower’s expense; provided, however, that if the property is leased from a third-party landlord, and the Lender determines in its sole discretion (A) that such landlord is obligated to remove, or cause to be removed, such Lien and such Polluting Substance and (B) that no Borrower has any liability for such removal, then such Borrower shall not be so obligatedwhole.