Common use of Compliance with Environmental Laws Clause in Contracts

Compliance with Environmental Laws. (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental 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 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 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, 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, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (ia) The Borrower and each Parent Guarantor will comply, and the Borrower will (x) cause each of its their Subsidiaries to complycomply and (y) ensure compliance by its tenants and subtenants, in each case, with all Environmental Laws and permits applicable to to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower Borrower, any Parent Guarantor or any of its their Subsidiaries, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws and (ii) neither Laws. Neither the Borrower nor any Parent Guarantor nor any of its their Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrower, any Parent Guarantor or any of its their Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified normal operation, use and maintenance of the business or operations of the Borrower, any Parent Guarantor or any of their Subsidiaries, except in clause (i) or (ii) aboveconnection with such noncompliance as could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (i) The Borrower will complywill, and the Borrower will cause each of its Subsidiaries to complyto, comply with all applicable Environmental Laws, except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply in all material respects with all permits issued pursuant to Environmental Laws applicable to to, or required by, the ownership, lease ownership or use of all any vessel or Real Property now or hereafter owned, leased operated or operated occupied by the Borrower or any of its SubsidiariesSubsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will promptly pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept each such vessel and all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither other than Liens arising from any cost or other obligation arising under Environmental Law that the Borrower or such Subsidiary is contesting in good faith). 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 of, Hazardous Materials on any vessel or Real Property now or hereafter owned, leased owned or operated or occupied by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such ports, vessels or Real Property, Properties except to the extent that the failure to comply in compliance in all material respects with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectall applicable Environmental Laws. If required to do so under any applicable directive or order of any governmental agency, the The Borrower agrees to undertakewill, and will cause each of its Subsidiaries to undertaketo, any clean up, removal, remedial or other action necessary to remove maintain insurance on the vessels and clean up any Hazardous Materials from any Real Property Properties owned, leased or operated by the Borrower or any of its Subsidiaries it in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (ia) The Each Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 Xxxxx 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 (ii) would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower Borrowers nor any of its their Restricted Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Each Borrower shall comply and if any of its Subsidiaries fails to comply, shall cause such Subsidiary to comply with all Environmental Laws; (b) each Borrower will complypay, and the Borrower and, if any of its Subsidiaries fails to pay, will cause each of its Subsidiaries such Subsidiary to complypay, with all Environmental 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 by it in connection complying in all material respects with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property owned, operated or leased by any of them 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 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, except to the extent that unless the failure to comply with the these requirements specified in clause (ia) or (iib) aboveabove would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order ; (c) in the event of the presence of any governmental agencyHazardous Material at, on, under or upon any property owned, operated or leased by either Borrower or any Subsidiary which 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, the Borrower agrees Borrowers agree to undertake, and and/or to cause each any of its Subsidiaries their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean upinvestigation, removal, remedial or other action necessary required pursuant to remove Environmental Laws to mitigate and clean up eliminate any Hazardous Materials from any Real Property ownedsuch adverse effect; provided, leased or operated by the however, that neither Borrower or nor any of its their respective 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 shall be required to the extent that the Borrower or such Subsidiary is contesting such comply with any order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin 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 periodic basis of any actions taken in response to such event and the results of such actions.

Compliance with Environmental Laws. (i) The Each Borrower will comply, use and the Borrower will cause each of operate its Subsidiaries to comply, with all Environmental 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 facilities 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 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, 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, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertakeproperties, and cause each of its Subsidiaries to undertakeuse and operate its respective facilities and properties, any clean upin compliance with Environmental Laws, removalwhich when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), remedial does not result or other action necessary could not reasonably be expected to remove result in a Material Adverse Effect. Each Borrower will keep, and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any will cause each of its Subsidiaries to keep, all necessary Environmental Permits in accordance witheffect and remain in compliance therewith, and handle all Hazardous Materials in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authoritiesLaws, 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 or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established 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 required by generally accepted accounting principlesany 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. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, its operations or the ownership, lease lease, occupancy, or use of all its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither except, in each case, for Permitted Liens related thereto. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release 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, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at or transported from, any such Real Properties (x) in compliance in all respects with all applicable Environmental Laws and as required in connection with the requirements specified in clause (i) normal operation, use and maintenance of the business or operations of the Borrower or any of its Subsidiaries or (iiy) aboveas could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (i) The U.S. Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all 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 connection with such compliance, and 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 Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter 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 to as required in the extent that ordinary course of business of the failure U.S. Borrower and its Subsidiaries and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under the U.S. Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedor vessel except where the failure to do so has not had, leased or operated by the Borrower or any of its Subsidiaries in accordance withand could not reasonably be expected to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (i) The Borrower will complyCompany will, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease or use and each of all Real Property now or hereafter owned, leased or operated its Affiliates that are controlled by the Borrower Company or its Subsidiaries to, comply in a timely fashion with, or operate pursuant to valid waivers of the provisions of, all Applicable Environmental Laws, except where non-compliance would neither (a) result in a Material Adverse Change nor (b) subject the Agent or any Bank to any liability for such non-compliance (PROVIDED that the Company shall not be in default of this CLAUSE (B) if the Company indemnifies each of the Agent, Banks 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 them subjected to such Environmental Laws liability and (ii) neither the Borrower nor any of its Subsidiaries will generateprovides collateral to secure such indemnification, 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, except all to the extent that required by the failure Person subjected to comply with the requirements specified such liability in clause (i) or (ii) aboveits sole and unfettered discretion). THE COMPANY AGREES TO INDEMNIFY AND HOLD THE AGENT AND EACH BANK, either individually or in the aggregateAND THEIR RESPECTIVE OFFICERS, would AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR EXPENSE WHICH ANY SUCH PERSON MAY INCUR OR SUFFER AS A RESULT OF A BREACH BY THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES, AS THE CASE MAY BE, OF THIS COVENANT. The Company shall not reasonably be expected deemed to have a Material Adverse Effect. If required to do so under any breached or violated this SECTION 9.3 if the Company or the applicable directive Subsidiary or order of any governmental agencyAffiliate, as the Borrower agrees to undertakecase may be, 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that the Borrower or such Subsidiary is contesting such order or directive challenging in good faith and by appropriate proceedings diligently pursued, and subject to the indemnification obligations of this SECTION 9.3, the application or enforcement of any such Applicable Environmental Laws for which adequate reserves have been established to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all 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 connection with such compliance, and 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 Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter 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 to as required in the extent that ordinary course of business of the failure Borrower and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedor vessel except where the failure to do so has not had, leased or operated by the Borrower or any of its Subsidiaries in accordance withand could not reasonably be expected to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (ia) The Parent Guarantors and the Borrower Agent will comply, and the Borrower will (x) cause each of its their Subsidiaries to complycomply and (y) ensure compliance by its tenants and subtenants, in each case, with all Environmental Laws and permits applicable to to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by any Parent Guarantor, the Borrower Agent or any of its their Subsidiaries, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws and (ii) neither Laws. None of any Parent Guarantor, the Borrower nor Agent or any of its their Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release 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 its their Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified normal operation, use and maintenance of the business or operations of any Parent Guarantor, the Borrower Agent or any of their Subsidiaries, except in clause (i) or (ii) aboveconnection with such noncompliance as could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, except such noncompliance as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such 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 (ii) would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on on, at, under, about or within 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, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials from generated, used, treated, stored, Released or disposed of on, at, under, about or within any such Real Property owned, leased or operated by the Borrower transported to or any of its Subsidiaries from such Real Property in accordance with, in all material respects, the requirements of all applicable compliance with Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (a) (i) The Borrower Each Credit Agreement Party will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property and vessels now or hereafter owned, leased or operated by the Borrower such Credit Agreement Party 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 and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter vessels owned, leased or operated by the Borrower 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 to as required in the extent that ordinary course of business of the failure U.S. Borrower and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under the U.S. Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary 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, and could not reasonably be expected to have, a Material Adverse Effect. At the written request of the 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 time 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 operated by the U.S. Borrower or any of its Subsidiaries Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, addressing the matters which gave rise to such request and estimating the potential costs of any removal, remedial or other corrective action in accordance with, in all material respectsconnection with any such matter. If a Credit Agreement Party fails to provide the same within 45 days after such request was made, the requirements of all applicable Environmental Laws Administrative Agent may order the same, and in accordance withthe Credit Agreement Parties shall grant and hereby do grant, in all material respects, such orders and directives of all governmental authorities, except to the extent that Administrative Agent and the Borrower or Lenders and their agents, access to such Subsidiary is contesting such order or directive in good faith Real Property and by appropriate proceedings specifically grant the Administrative Agent and for which adequate reserves have been established the Lenders and their agents an irrevocable non-exclusive license, subject to the extent required by generally accepted accounting principlesright of tenants, to undertake such an assessment, all at the Credit Agreement Parties’ joint and several expense.

Compliance with Environmental Laws. (a) (i) The Borrower Company will comply, and the Borrower will use its best efforts to cause each of its Subsidiaries to comply, with all Environmental Laws Law applicable to its operations and those of its Subsidiaries and to the ownership, lease or use operation of all Real Property now or hereafter owned, leased or operated by the Borrower Company 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 the Borrower Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release storage or disposal Release of Hazardous Materials on on, at, under or from any Real Property now or hereafter owned, leased or operated by the Borrower Company 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregateaggregate taken together with any and all exceptions to the representations and warranties set forth in Section 6.17, would could not reasonably be expected to result in liability under Environmental Law that could have a Material Adverse Effect. If required to do so under any applicable legally binding directive or order of any governmental agencyGovernmental Authority, the Borrower Company agrees to undertake, and cause each of its Subsidiaries to undertake, to the extent required under Environmental Law, any clean up, removal, remedial or other action necessary to remove and clean up address any Hazardous Materials at or emanating from any Real Property owned, leased owned or operated by the Borrower Company or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws Law and in accordance with, in all material respects, with such legally binding orders and directives of all governmental authoritiesany Governmental Authority, except to the extent that (x) the Borrower Company 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 principlesprinciples or (y) the failure to take any such action could not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (a) (i) The Borrower Each Credit Agreement Party will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property and vessels now or hereafter owned, leased or operated by the Borrower such Credit Agreement Party 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 and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter vessels owned, leased or operated by the Borrower 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 to as required in the extent that ordinary course of business of Holdings and its Subsidiaries as conducted on the failure Original Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedor vessel except where the failure to do so has not had, leased or operated by the Borrower or any of its Subsidiaries in accordance withand could not reasonably be expected to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (ia) The Borrower Holdings will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) neither the Borrower 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower 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 unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, leased or operated by the Borrower or that neither Holdings nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, its operations or the ownership, lease lease, occupancy, or use of all any Real Property now or hereafter owned, leased or operated by the Borrower or any of its the Borrower’s Subsidiaries, except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither except, in each case, for Permitted Liens related thereto. Neither the Borrower nor any of its the Borrower’s Subsidiaries will generate, use, treat, store, release 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 the Borrower’s Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at or transported from, any such Real Properties (x) in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified in clause normal operation, use and maintenance of the business or operations of the Borrower or any of its Subsidiaries and (iy) or (ii) aboveas could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (ia) The Borrower Each Credit Agreement Party will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower each Credit Agreement Party or any of its Restricted Subsidiaries, except such noncompliances as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such 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 a Credit Agreement Party). Except as have not had, and (ii) neither the Borrower would not reasonably be expected to have, a Material Adverse Effect, no Credit Agreement Party nor any of its Restricted Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower such Credit Agreement Party or any of its Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and as required or reasonable in accordance withconnection with the normal operation, in all material respects, such orders use and directives maintenance of all governmental authorities, except to the extent that the Borrower business or such Subsidiary is contesting such order operations of Holdings 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 principlesany of its Restricted Subsidiaries.

Compliance with Environmental Laws. (i) The Lead Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 (ii) would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower Borrowers nor any of its their Restricted Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 (ii) 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 Release or dispose of, or permit the generation, use, treatment, storage, release 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 to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Each Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 (ii) would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower Borrowers nor any of its their Restricted Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 Xxxxx 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 such Xxxxx as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as have not had, and (ii) 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 Release or dispose of, or permit the generation, use, treatment, storage, release 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 to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (a) (i) The Borrower Holdings will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to in compliance with all applicable Environmental Laws and reasonably required in connection with the extent that the failure operation, use and maintenance of such Real Property by Holdings’ or such Subsidiary’s business, unless any failures to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would (x) have not had (unless same has ceased to exist in all respects) and (y) are not reasonably be expected likely to have have, a Material Adverse Effect. 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 (except in compliance with applicable Environmental Laws), Holdings agrees, if required to do so under any final applicable directive or order of any governmental agency, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the Borrower or any of its Subsidiaries in accordance with, failure to do so (x) has not had (unless same has ceased to exist in all material respects) and (y) is not reasonably likely to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (a) (i) The Borrower Parent will comply, and the Borrower will cause each of its Subsidiaries to comply, comply with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesCredit Parties, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries no Credit Party will generate, use, treat, store, release or Release, dispose of, threaten to Release, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesCredit Party, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to in material compliance with applicable Environmental Laws and as may be reasonably required in connection with the extent that the failure operation, use and maintenance of such Real Property by any Credit Party’s business, unless any failures to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would (x) have not had and (y) could not reasonably be expected to have have, a Material Adverse Effect. If any Credit Party or any tenant or occupant of any Real Property now or hereafter owned or operated by such Credit Party, causes or permits any intentional or unintentional act or omission resulting in the presence or Release or threat of Release of any Hazardous Material (except in material compliance with applicable Environmental Laws) at or from any Real Property, the Credit Party agrees, if required to do so under any final applicable directive or order of any governmental agency, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedProperty, leased or operated and, if required by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all governmental agency under applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authoritieslaw to restore any natural resources, except where the failure to the extent that 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 do so could not reasonably be expected to the extent required by generally accepted accounting principleshave, a Material Adverse Effect.

Compliance with Environmental Laws. (ia) The Borrower will complyParent will, and the Borrower will cause each of its Subsidiaries to complyto, comply with all Environmental Laws applicable to the ownership, lease ownership or use of all Real Property any Collateral Vessel or any other Vessel or property now or hereafter owned, leased owned or operated by the Borrower Parent or any of its Subsidiaries, will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept all such Real Property Collateral Vessels or Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Laws, in each of the Borrower nor foregoing cases, except to the extent any failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Parent, any of its Subsidiaries of the Parent will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property Collateral Vessel or Vessel or property now or hereafter owned, leased owned or operated or occupied by the Borrower or Parent, any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such Real Property, property or otherwise in connection with their businesses or except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovesame could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertakeThe Parent will, and will cause each of its Subsidiaries to undertaketo, maintain insurance on the Collateral Vessels and 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 Vessel in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (i) The Borrower will complyPESCO will, and the Borrower will cause each of its Subsidiaries to complyto, comply with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower PESCO 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 the Borrower Laws. Neither PESCO nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower PESCO 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 in all material respects with all applicable Environmental Laws and reasonably required in connection with the operation, use and maintenance of the business or operations of PESCO or any of its Subsidiaries. Notwithstanding anything to the extent that the failure to comply with the requirements specified in clause contrary contained herein, it will not be a violation of this covenant if any noncompliance (ix) or (ii) abovewould not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material adverse affect on the business, operations, property, assets, liabilities, condition (financial or order otherwise) or prospects of any governmental agency, PESCO or the Borrower agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial taken as a whole or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated (y) is being contested in good faith by the Borrower 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 the extent that the Borrower PESCO or such Subsidiary is contesting such order or directive in good faith and by through appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principlesare being diligently prosecuted.

Compliance with Environmental Laws. (a) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) The the U.S. Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws and permits under Environmental Law applicable to or required in respect of the conduct of its business or operations or by the ownership, lease or use of all any Real Property now or hereafter owned, leased or operated by the U.S. Borrower or any of its SubsidiariesMaterial Subsidiaries and (ii) to the extent required by Environmental Law, 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 Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws and (ii) Laws. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the U.S. Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the U.S. Borrower or any of its Material Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties, or transported, in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified in clause (i) normal operation, use and maintenance of the business or (ii) above, either individually or in operations of the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 U.S. Borrower 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 the extent that 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 principlesSubsidiaries.

Compliance with Environmental Laws. (ia) The Borrower will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased 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 to the extent that unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (i) The Borrower will complyshall, and the Borrower will shall cause each of its Subsidiaries to to, comply, in all material respects, with all Environmental Laws applicable to the ownership, lease ownership or use of all the Real Property now Property, and shall promptly pay, or hereafter owned, leased or operated by the Borrower or any of cause its Subsidiaries, will Subsidiaries to 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 the Borrower's or its Subsidiaries' interest in all such owned Real Property Properties free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither imposed in connection with their ownership or use. 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 Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesProperty, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or other than in the aggregate, would not reasonably be expected to have a Material Adverse Effectnormal 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesGAAP; provided that it will not constitute a breach of this Section 5.06 if a Person other than the Borrower and its Subsidiaries takes such action on behalf of the Borrower and its Subsidiaries.

Compliance with Environmental Laws. (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all 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 connection with such compliance, and 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 Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter 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 to as required in the extent that ordinary course of business of the failure Borrower and its Subsidiaries and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedor vessel except where the failure to do so has not had, leased or operated by the Borrower or any of its Subsidiaries in accordance withand could not reasonably be expected to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (a) (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased 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 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased 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 to in material compliance with all applicable Environmental Laws and reasonably required in connection with the extent that operation, use and maintenance of such Real Property by the failure Borrower’s or such Subsidiary’s business, unless any failures to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would (x) have not had (unless same has ceased to exist in all respects) and (y) are not reasonably be expected likely to have have, a Material Adverse Effect. If the Borrower 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 (except in compliance with applicable Environmental Laws), the Borrower agrees, if required to do so under any final legally binding applicable directive or order of any governmental agency, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the Borrower or any of its Subsidiaries in accordance with, failure to do so (x) has not had (unless same has ceased to exist in all material respects) and (y) is not reasonably likely to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (a) Except where the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Borrower: (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease operation of their business and the ownership or use of all any Real Property now or hereafter ownedProperty; (ii) will pay, leased or operated by the Borrower or any and will cause each of its SubsidiariesSubsidiaries to pay, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and ; (iii) will keep or cause to be kept all Real Properties owned, operated or leased by such Real Property Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iiiv) neither the Borrower nor will not, and will not permit any of its Subsidiaries will subsidiaries to, generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any such Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesProperty, or transport or permit the transportation of Hazardous Materials to or from any such Real Property except in compliance with applicable law. If any Borrower or any of its Subsidiaries, or any tenant or occupant of any such Real Property, except to the extent that the failure to comply with the requirements specified in clause (i) causes or (ii) above, either individually permits any intentional or unintentional act or omission resulting in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material presence or order release of any governmental agencyHazardous Material (except in compliance with applicable Environmental Laws), the such Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any such Real Property ownedProperty, leased or operated by the provided that neither Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (i) The Borrower Company will comply, and the Borrower Company will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Company 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 the Borrower Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generationgenera- tion, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Company 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower Company 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 the Borrower Company 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 the extent that the Borrower Company 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 principlesGAAP.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesSubsidiaries (except such noncompliances as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole), 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 Laws. 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 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 to the extent that the failure to comply with the requirements specified in clause (i) any such generation, use, treatment, storage, release or (ii) abovedisposal could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material adverse effect on the business, operations, property, assets, liabilities, condition (financial or order otherwise) or prospects of any governmental agency, the Borrower 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 the Borrower or any of the Borrower and 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 the extent that 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 principlestaken as a whole.

Compliance with Environmental Laws. (i) The Borrower will complyHoldings will, and the Borrower will cause each of its Subsidiaries to complyto, comply with all applicable Environmental Laws, except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply in all material respects with all Mortgaged permits issued pursuant to Environmental Laws applicable to to, or required by, the ownership, lease ownership or use of all Real Property any Mortgaged Vessel now or hereafter owned, leased operated or operated occupied by the Borrower or any of its SubsidiariesSubsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will promptly pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept all each such Real Property Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower 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 of, Hazardous Materials on any Real Property Mortgaged Vessel now or hereafter owned, leased owned or operated or occupied by the Borrower Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, ports or Mortgaged Vessels except to the extent that the failure to comply in compliance in all material respects with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectall applicable Environmental Laws. If required to do so under any applicable directive or order of any governmental agency, the The Borrower agrees to undertakewill, and will cause each of its Subsidiaries to undertaketo, 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 maintain insurance on the Borrower or any of its Subsidiaries Mortgaged Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (ia) The Borrower will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesSubsidiaries (except such noncompliances as would not, individually or in the aggregate, reasonably be expected to have the material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole), 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 except for Permitted Liens. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or knowingly permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased 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 PropertyProperty except for Hazardous Materials generated, used, treated, stored, released or disposed of at any such Real Properties in compliance with all applicable Environmental Laws (except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovesuch noncompliances as would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive the material adverse effect on the business, operations, property, assets, liabilities, condition (financial or order otherwise) or prospects of any governmental agency, the Borrower agrees to undertakeand its Subsidiaries taken as a whole), and cause each reasonably required in connection with the operation, use and maintenance of its Subsidiaries to undertake, any clean up, removal, remedial the business or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by operations of the Borrower 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 the extent that 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 principlesSubsidiaries.

Compliance with Environmental Laws. (a) (i) The Borrower MobilePro will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects, with all Environmental Laws applicable to the ownership, lease or use of all Real Real. Property now or hereafter owned, leased or operated by the Borrower MobilePro or any of its Subsidiaries, will promptly timely pay or cause to be paid all costs and expenses 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 (or contest the imposition of such Liens in good faith and by appropriate proceedings) and (ii) neither the Borrower nor any MobilePro will not, and MobilePro will cause each of its Subsidiaries will not to, 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 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower MobilePro agrees to undertake, and to cause each of its Subsidiaries to undertake, any clean upcleanup, 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 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 the extent that the Borrower 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 extent required by generally accepted accounting principlesGAAP; provided that it will not constitute a breach of this Section 6.11 if a Person other than MobilePro and its Subsidiaries takes such action on behalf of any of MobilePro or its Subsidiaries.

Compliance with Environmental Laws. (a) (i) The Borrower Each Credit Agreement Party will comply, and the Borrower will cause each of its Subsidiaries to comply, and 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, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower such Credit Agreement Party, any of its Subsidiaries or any Program Affiliate, will promptly pay or, with respect to 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 the Borrower any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or such Credit Agreement Party, any of its SubsidiariesSubsidiaries or any Program Affiliate 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, or transport or permit the transportation of Hazardous Materials to or from any other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Real PropertyCredit Agreement Party, except to its Subsidiaries and the extent that Program Affiliates, unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would has not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under any applicable directive Credit Agreement Party or order any of its Subsidiaries or any tenant or occupant of any governmental agencyReal 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 require reporting or to trigger an obligation to undertake clean-up, the Borrower removal or remedial action under applicable Environmental Laws, such Credit Agreement Party agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so has not had (unless same has ceased to exist), leased or operated by the Borrower or and could not reasonably be expected to have, a Material Adverse Effect; provided that neither any Credit Agreement Party nor any of its Subsidiaries in accordance withshall be required to undertake any clean up, in all material respectsremoval, remedial or other action while the requirements of all applicable Environmental Laws and in accordance withrequirement to undertake such clean up, in all material respectsremoval, such orders and directives of all governmental authorities, except to the extent that the Borrower remedial or such Subsidiary other action is contesting such order or directive being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established 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 generally accepted accounting principlesthis Section to exercise any degree of control over the operations of any of its Subsidiaries or any Program Affiliate that could reasonably be construed under applicable Environmental Law to make such Credit Agreement Party liable for Environmental Claims arising from or causally related to the Real Property or operations of such Subsidiary or Program Affiliate as an owner or an operator or upon any other basis.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, except such noncompliances as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such 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 (ii) would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on on, at, under, about or within 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, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials from generated, used, treated, stored, Released or disposed of on, at, under, about or within any such Real Property owned, leased or operated by the Borrower transported to or any of its Subsidiaries from such Real Property in accordance with, in all material respects, the requirements of all applicable compliance with Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will (x) cause each of its Subsidiaries to complycomply and (y) ensure compliance by its tenants and subtenants, in each case, with all Environmental Laws and permits applicable to to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws and (ii) neither Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release 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, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified normal operation, use and maintenance of the business or operations of the Borrower or any of its Subsidiaries, except in clause (i) or (ii) aboveconnection with such noncompliance as could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (ia) The Borrower Holdings will complypay, and the Borrower ---------------------------------- will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) neither the Borrower 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower 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 unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, leased or operated by the Borrower or that neither Holdings nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ia) The Borrower will complyParent will, and the Borrower will cause Borrower and each of its Subsidiaries to complySubsidiary Guarantor to, comply in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all Real Property any Vessel or property now or hereafter owned, leased owned or operated by the Parent or Borrower or any of its Subsidiariesand each Subsidiary Guarantor, will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept all such Real Property Vessel or property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Laws, in each of the foregoing cases, except to the extent any failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Parent nor Borrower nor any of its Subsidiaries Subsidiary Guarantor will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property Vessel or property now or hereafter owned, leased owned or operated or occupied by the Parent or Borrower or any of its SubsidiariesSubsidiary 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 Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such Real Property, property or otherwise in connection with their businesses or except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovesame could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertakeThe Parent will, and will cause Borrower and each of its Subsidiaries to undertakeSubsidiary Guarantor to, 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 maintain insurance on the Borrower or any of its Subsidiaries Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (i) The Borrower will complyHoldings will, and the Borrower will cause each of its Subsidiaries to complyto, comply with all applicable Environmental Laws, except such non- compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply in all material respects with all Mortgaged Vessel permits issued pursuant to Environmental Laws applicable to to, or required by, the ownership, lease ownership or use of all Real Property any Mortgaged Vessel now or hereafter owned, leased operated or operated occupied by the Borrower or any of its SubsidiariesSubsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will promptly pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept all each such Real Property Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower 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 of, Hazardous Materials on any Real Property Mortgaged Vessel now or hereafter owned, leased owned or operated or occupied by the Borrower Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, ports or Mortgaged Vessels except to the extent that the failure to comply in compliance in all material respects with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectall applicable Environmental Laws. If required to do so under any applicable directive or order of any governmental agency, the The Borrower agrees to undertakewill, and will cause each of its Subsidiaries to undertaketo, 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 maintain insurance on the Borrower or any of its Subsidiaries Mortgaged Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (a) (i) The Borrower Each Credit Agreement Party will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property and vessels now or hereafter owned, leased or operated by the Borrower such Credit Agreement Party 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 and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter vessels owned, leased or operated by the Borrower 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 to as required in the extent that ordinary course of business of Holdings and its Subsidiaries as conducted on the failure Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedor vessel except where the failure to do so has not had, leased or operated by the Borrower or any of its Subsidiaries in accordance withand could not reasonably be expected to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (i) The Without limitation of the covenants contained in section 8.7, the Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects, with all Environmental 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 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 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real PropertyProperty other than in compliance with applicable Environmental Laws and in the ordinary course of business, 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, for such noncompliance as would not have, and which would not be reasonably be expected to have have, a Material Adverse EffectEffect 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 directive or order of any governmental agency, the Borrower agrees to 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesGAAP.

Compliance with Environmental Laws. (a) (i) The Borrower will comply, and the Borrower will use its best efforts to cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased 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 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 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 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 to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would 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. If required to do so under any applicable legally binding directive or order of any governmental agency, the Borrower agrees to undertake, and cause each of 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, leased owned or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws and in accordance with, in all material respects, 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 principlesprinciples or (y) the failure to take any such action could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.

Compliance with Environmental Laws. (ia) The Each of OFSI, Caterair Holdings and the Borrower will comply, and each of Caterair Holdings and the Borrower will cause each of its respective Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by OFSI, Caterair Holdings, the Borrower or any such Subsidiary, except such instances of noncompliance as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower, the Borrower and its SubsidiariesSubsidiaries taken as a whole, Caterair, Caterair and its Subsidiaries taken as a whole or OFSI and its SCIS Subsidiaries taken as a whole, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Laws. None of OFSI, Caterair Holdings, the Borrower nor any Subsidiary of its Subsidiaries Caterair Holdings or the Borrower 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 owned or operated by OFSI, Caterair Holdings, the Borrower or any of its Subsidiariessuch Subsidiary, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, Property 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials from used or stored at any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and used in accordance withconnection with the operation, in all material respects, use and maintenance of any such orders and directives of all governmental authorities, except to the extent that 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 principlesReal Property.

Compliance with Environmental Laws. (ia) The Each of the Parent and ---------------------------------- the Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all Real Property now or hereafter owned, leased owned or operated by the Borrower any Credit Party or any of its Subsidiaries, and will promptly within a reasonable time-period pay or cause to be paid all material 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 material Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower Laws. No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower any Credit Party or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real PropertyProperty except for Hazardous Materials used, except to the extent that the failure to comply stored or Released at any such Real Properties in material compliance with the requirements specified in clause (i) all applicable Environmental Laws. If any Credit Party or (ii) aboveany of its Subsidiaries, either individually or any tenant or occupant of any Real Property owned or operated by any Credit Party or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive presence or order Release of any governmental agencyHazardous Material, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Borrower Each Credit Agreement Party will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property and vessels now or hereafter owned, leased or operated by the Borrower such Credit Agreement Party 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 and vessels free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter vessels owned, leased or operated by the Borrower 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 to as required in the extent that ordinary course of business of Holdings and its Subsidiaries as conducted on the failure Original Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary 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, and could not reasonably be expected to have, a Material Adverse Effect. At the written request of the 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 time 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 operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, addressing the matters which gave rise to such request and estimating the potential costs of any removal, remedial or other corrective action in accordance with, in all material respectsconnection with any such matter. If a Credit Agreement Party fails to provide the same within 45 days after such request was made, the requirements of all applicable Environmental Laws Administrative Agent may order the same, and in accordance withthe Credit Agreement Parties shall grant and hereby do grant, in all material respects, such orders and directives of all governmental authorities, except to the extent that Administrative Agent and the Borrower or Lenders and their agents, access to such Subsidiary is contesting such order or directive in good faith Real Property and by appropriate proceedings specifically grant the Administrative Agent and for which adequate reserves have been established the Lenders and their agents an irrevocable non-exclusive license, subject to the extent required by generally accepted accounting principlesright of tenants, to undertake such an assessment, all at the Credit Agreement Parties’ joint and several expense.

Compliance with Environmental Laws. (i) The Borrower Guarantor will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Guarantor or any of its SubsidiariesSubsidiaries (except such noncompliances as could not, individually or -41- 48 in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Guarantor and its Subsidiaries taken as a whole), 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 the Borrower Laws. Neither Guarantor 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 owned or operated by the Borrower Guarantor 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials from generated, used, treated, stored, released or disposed of at any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, compliance in all material respects, the requirements of respects with all applicable Environmental Laws and reasonably required in accordance withconnection with the operation, in all material respects, such orders use and directives maintenance of all governmental authorities, except to the extent that the Borrower business or such Subsidiary is contesting such order operations of Guarantor 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 principlesany of its Subsidiaries.

Compliance with Environmental Laws. (ia) The Borrower will complyParent will, and the Borrower will cause Arlington, Borrower and each of its Subsidiaries to complySubsidiary Guarantor to, comply in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all Real Property any Mortgaged Vessel or property now or hereafter owned, leased owned or operated by the Borrower Parent or Borrower, Arlington or any of its SubsidiariesSubsidiary Guarantor, will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept all such Real Property Mortgaged Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Laws, in each of the Borrower foregoing cases, except to the extent any failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Parent, Borrower, Arlington nor any of its Subsidiaries Subsidiary Guarantor will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property Mortgaged Vessel or property now or hereafter owned, leased owned or operated or occupied by the Borrower Parent, Borrower, Arlington or any of its SubsidiariesSubsidiary 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 Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such Real Property, property or otherwise in connection with their businesses or except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovesame could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertakeThe Parent will, and will cause Borrower, Arlington and each of its Subsidiaries Subsidiary Guarantor, 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 maintain insurance on the Borrower or any of its Subsidiaries Mortgaged Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownershipown­ership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesSubsidiaries (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 its Subsidiaries taken as a whole), will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliancecompli­ance; 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 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 except for Permitted Liens. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or knowingly permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased 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 PropertyProperty except for Hazardous Materials gener­ated, used, treated, stored, released or dis­posed of at any such Real Properties in compliance with all applicable Environmental Laws (except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovesuch noncompliances as could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material adverse effect on the business, property, assets, liabilities (actual or order contingent), operations or conditions (financial or otherwise) of any governmental agency, the Borrower agrees to undertakeand its Subsidiaries taken as a whole), and cause each reason­ably required in connection with the operation, use and maintenance of its Subsidiaries to undertake, any clean up, removal, remedial the business or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by operations of the Borrower 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 the extent that 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 principlesSubsidiaries.

Compliance with Environmental Laws. (i) The Lead Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 Permitted Liens and (ii) 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 Borrower Borrowers nor any of its their Restricted Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Borrower will complycom-ply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesSubsidiaries (except such noncompliance, as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole), 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 Laws. 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 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 to the extent that the failure to comply with the requirements specified in clause (i) any such generation, use, treatment, storage, release or (ii) abovedisposal could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material adverse effect on the business, operations, property, assets, liabilities, condition (financial or order otherwise) or prospects of any governmental agency, the Borrower 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 the Borrower 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 the extent that 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 principlestaken as a whole.

Compliance with Environmental Laws. (ia) The Borrower Holdings will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) neither the Borrower 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesProperty, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or Property; PROVIDED that neither Holdings nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Holdings and the Borrower will comply, and the Borrower will cause each of its their respective Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased or operated by the Borrower 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower 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 unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal Property owned, leased 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), Holdings and the Borrower agrees agree to undertake, and and/or to cause each any of its Subsidiaries their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so, leased either individually or operated by in the Borrower or aggregate, could not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither Holdings nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Borrower Parent will comply, and the Borrower will use its best efforts to cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 the Borrower 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 on any Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to result in liability under Environmental Laws that could have a Material Adverse Effect. If required to do so under any applicable legally binding directive or order of any governmental agency, the Parent, Holdings and the Borrower agrees agree to undertake, and cause each of its 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, leased owned or operated by the Borrower Parent or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws and in accordance with, in all material respects, with such legally binding orders and directives of all governmental authorities, except to the extent that (x) the Borrower Parent 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 principlesprinciples or (y) the failure to take any such action could not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (ia) The Borrower Company will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection with such compliancekeeping in compliance in all material respects with, and avoiding liability under, all Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by the Company or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) neither the Borrower 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Company 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 where the failure to comply with the requirements specified in clause (ia) or clause (iib) above, either individually or in the aggregate, would not could reasonably be expected to have result in a Material Adverse Effect. If required to do so under the Company or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Company agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, promptly and at their sole expense, any clean up, investigation, removal, remedial remedial, corrective or other action necessary required pursuant to Environmental Laws to investigate, remove and clean up or cleanup any Hazardous Materials from any Real Property ownedwhere the failure to do so, leased either individually or operated by in the Borrower or aggregate, could reasonably be expected to result in a Material Adverse Effect; provided that neither the Company nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ia) The Borrower will Except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect, comply, and the Borrower will shall cause each of its Subsidiaries to comply, and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned, operated or leased by any Company or any of its Subsidiaries to comply, in all material respects, with all Environmental Laws and Environmental Permits applicable to its operations and the ownershipReal Property; obtain and maintain in full force and effect all material Environmental Permits applicable to its operations and the Real Property; and conduct all Responses required by any Governmental Authority or under any applicable Environmental Laws, lease including making appropriate responses to any investigation, notice, demand, claim, suit or use of all Real Property now or hereafter owned, leased or operated by other proceeding asserting liability under Environmental Law against the Borrower Loan Parties or any of its Subsidiaries, will promptly pay or cause Subsidiaries and discharge any obligations it may have to be paid all costs and expenses incurred in connection with such complianceany Person thereunder, and will keep or cause to be kept all such Real Property free and clear in accordance with, the requirements of any Liens imposed pursuant to such Governmental Authority and applicable Environmental Laws and Laws. (iib) 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, 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, Except as would not reasonably be expected to have a Material Adverse Effect. If required , do or cause 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 undertake, any clean up, removal, remedial or other action be done all things necessary to remove and clean up prevent any Release of Hazardous Materials by the Companies in, on, under, to or from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries the Companies, and ensure that there shall be no Hazardous Materials present at, in, on, or under any Real Property owned, leased or operated by any of the Companies except those that are used, stored, handled and managed in accordance withfull compliance with applicable Environmental Laws. (c) Except as would not reasonably be expected to result in a Material Adverse Effect, undertake all actions, including Responses, required under Environmental Law or as otherwise reasonably requested by the Required Lenders, all at the sole cost and expense of the Companies, (i) to address any Release of Hazardous Materials at, from or onto any Real Property owned, leased or operated by any of the Companies or their predecessors in all material respects, interest as required pursuant to Environmental Law or the requirements of any Governmental Authority; and (ii) to address any environmental conditions relating to any Company, any Company’s business or to any Real Property owned, leased or operated by any of the Companies pursuant to any reasonable written request of the Required Lenders and share with the Required Lenders all applicable Environmental Laws data, information and reports generated or prepared in accordance connection therewith;. (d) Prior to the date that is ninety (90) days after the Closing Date (subject to extensions by the Required Lenders in their sole discretion (email from counsel being sufficient, with a copy to the Administrative Agent)), notify the Administrative Agent (for distribution to the Lenders) in writing of: (1) any Release or threatened Release of Hazardous Materials in, on, under, at, from or migrating to any Real Property owned, leased or operated by any of the Companies, (2) any non-compliance with, in all or violation of, any Environmental Law applicable to any Company, any Company’s business and any Real Property owned, leased or operated by any of the Companies, (3) any Lien (other than Permitted Liens) pursuant to Environmental Law imposed on any Real Property owned by any of the Companies, (4) any investigation or remediation of any Real Property owned, leased or operated by any of the Companies required to be undertaken pursuant to Environmental Law, and (5) any written notice or other written communication received by any Company from any person or Governmental Authority relating to any material respects, such orders and directives Environmental Claim or material liability or potential liability of all governmental authorities, except any Company pursuant to the extent that 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 principlesany Environmental Law.

Compliance with Environmental Laws. (ihh) The Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and certificates of approval and permits applicable to to, or required by, the ownership, lease lease, operation or use of all 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 the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection 110 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 (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 or any of its Restricted Subsidiaries). Except as have not had, and (ii) 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 Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of 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 to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (i) The Borrower Company will comply, ---------------------------------- and the Borrower will cause each of its Subsidiaries and Joint Ventures to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Company or any of its SubsidiariesSubsidiaries or Joint Ventures, 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 Laws, in each case except to the extent that such noncompliance, failure to pay or failure to keep such Real Property free of Liens could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property, assets, liability, condition (financial or otherwise) or prospects of the Company or the Company and (ii) neither its Subsidiaries taken as a whole. Neither the Borrower Company nor any of its Subsidiaries or Joint Ventures 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 owned or operated by the Borrower Company or any of its SubsidiariesSubsidiaries or Joint Ventures, or transport or permit the transportation of Hazardous Materials to or from any such Real Property except for Hazardous Materials used or stored at any such Real Properties in compliance with all applicable Environmental Laws and reasonably required in connection with the operation, use and maintenance of any such Real Property, in each case except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovedoing so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material adverse effect on the business, operations, property, assets, liability, condition (financial or order otherwise) or prospects of any governmental agency, the Borrower agrees to undertake, Company or the Company 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlestaken as a whole.

Compliance with Environmental Laws. (a) (i) The Borrower ----------------------------------- Holdings will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership, lease ownership or use of all Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries, will promptly pay or 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release store or dispose ofRelease, or permit the generation, use, treatment, storagestorage or Release of, release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries other than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Propertyother than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, except to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries or order any tenant or occupant of any governmental agencyReal 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 require reporting or to trigger an obligation to undertake clean-up, the Borrower removal or remedial action under applicable Environmental Laws, Holdings agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants, occupants or other third Persons to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedProperty, leased or operated by except where the Borrower or failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither Holdings nor -------- any of its Subsidiaries in accordance withshall be required to undertake any clean up, in all material respectsremoval, remedial or other action while the requirements of all applicable Environmental Laws and in accordance withrequirement to undertake such clean up, in all material respectsremoval, such orders and directives of all governmental authorities, except to the extent that the Borrower remedial or such Subsidiary other action is contesting such order or directive being contested in good faith and by appropriate proceedings and for which proper proceedings, so long as it has maintained adequate reserves have been established with respect to such clean up, removal, remedial or other action to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 6.07(a), Holdings shall not be required by generally accepted accounting principlesthis 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. (a) (i) The Borrower will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased 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 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased 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 to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If the Borrower 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 do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither the Borrower -------- nor any of its Subsidiaries shall be required to comply with any such order or operated 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; and provided further that it will -------- not constitute a breach under this Section 8.07 if a Person other than the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements takes such action on behalf of all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesany of its Subsidiaries.

Compliance with Environmental Laws. (a) (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries other than in compliance with Environmental Laws and as required in connection with the normal business operations of the Borrower and its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Propertyother than in compliance with Environmental Laws and as required in connection with the normal business operations of the Borrower and its Subsidiaries, except to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries or order any tenant or occupant of any governmental agencyReal 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 require reporting or to trigger an obligation to undertake clean-up, removal or remedial action under applicable Environmental Laws, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither the Borrower or nor any of its Subsidiaries in accordance withshall be required to undertake any clean up, in all material respectsremoval, remedial or other action while the requirements of all applicable Environmental Laws and in accordance withrequirement to undertake such clean up, in all material respectsremoval, such orders and directives of all governmental authorities, except to the extent that the Borrower remedial or such Subsidiary other action is contesting such order or directive being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such clean up, removal, remedial or other action to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07(a), the Borrower shall not be required by generally accepted accounting principlesthis 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. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries all Covenant Parties to comply, in all material respects with all Environmental Laws applicable to the ownership, lease operation of its business or to the ownership or use of all Real Property Estate now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiariesand the other Covenant Parties, will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliancecompliance (except to the extent being contested in good faith), and will undertake all reasonable efforts to keep or cause to be kept all such Real Property Estate free and clear of any Liens imposed pursuant to such Environmental Laws Laws, except such noncompliances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will not, and (ii) neither will cause the Borrower nor any of its Subsidiaries will other Covenant Parties not to, 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 Estate now or hereafter owned, leased owned or operated or occupied by the Borrower or any of its Subsidiariesthe other Covenant Parties, or transport or permit the transportation of Hazardous Materials to or from any such Real PropertyEstate except in compliance with all applicable Environmental Laws (except such noncompliances as could not, 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, would not reasonably be expected to have a Material Adverse Effect. If ) and reasonably required to do so under any applicable directive or order in connection with the operation, use and maintenance of any governmental agencysuch Real Estate or otherwise in connection with their businesses. (b) At the written request of any Lender upon a reasonable belief by such Lender that the Borrower or any of its Subsidiaries has breached any representation or covenant contained herein relating to environmental matters, which request shall specify in reasonable detail the basis therefor, the Borrower agrees to undertakewill provide, at the Borrower's sole cost and cause each expense, an environmental audit, reasonable in scope, concerning the subject matter of its Subsidiaries to undertake, any clean up, removal, remedial such representation or other action necessary to remove covenant and clean up any Hazardous Materials from any Real Property Estate now or hereafter owned, leased operated or operated occupied by the Borrower or any of its Subsidiaries 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 accordance withconnection with any Hazardous Materials on such Real Estate; provided, in all material respectsthat such request may be made only if (i) there has occurred and is continuing a Default, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, (ii) such orders and directives of all governmental authorities, except to the extent Lender reasonably believes that the Borrower or any such Subsidiary Real Estate is contesting not in compliance with Environmental Law and such circumstances would reasonably be expected to have a Material Adverse Effect or (iii) circumstances exist that reasonably could be expected to form the basis of a material Environmental Claim against the Borrower or any of its Subsidiaries or any such Real Estate. If the Borrower fails to provide the same within a reasonable period, not to exceed 90 days, after such request was made, a Lender may order or directive in good faith the same, and by appropriate proceedings the Borrower shall grant and for which adequate reserves have been established 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 extent required by generally accepted accounting principles.rights of tenants, to undertake such an assessment, all at the Borrower's expense. 6.7

Compliance with Environmental Laws. (ia)(i) The Each of Parent, Holdings, the US Borrower and the French Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Parent or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 and the French Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the Borrower or failure to do so would not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither Parent nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Each Borrower will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, and will use its best efforts to induce each Program Affiliate to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower such Borrower, any of its Subsidiaries or any Program Affiliate, will promptly pay or, with respect to 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 the none of any Borrower nor or any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or such Borrower, any of its SubsidiariesSubsidiaries or any Program Affiliate other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Borrower, its Subsidiaries and the Program Affiliates, or transport or permit the transportation of Hazardous Materials to or from any other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Real PropertyBorrower, except to its Subsidiaries and the extent that Program Affiliates, unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive Borrower or order any of its Subsidiaries or any tenant or occupant of any governmental agencyReal Property owned or operated by such 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 require reporting or to trigger an obligation to undertake clean-up, the removal or remedial action under applicable Environmental Laws, such Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that none of any Borrower -------- 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07(a), no Borrower shall be required by generally accepted accounting principlesthis Section to exercise any degree of control over the operations of any of its Subsidiaries or any Program Affiliate that could reasonably be construed under applicable Environmental Law to make such Borrower liable for Environmental Claims arising from or causally related to the Real Property or operations of such Subsidiary or Program Affiliate as an owner or an operator or upon any other basis.

Compliance with Environmental Laws. (a) Except where the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Borrower: (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease operation of their business and the ownership or use of all any Real Property now or hereafter ownedProperty; (ii) will pay, leased or operated by the Borrower or any and will cause each of its SubsidiariesSubsidiaries to pay, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and ; (iii) will keep or cause to be kept all such Real Property Properties owned, operated or leased by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iiiv) neither the Borrower nor will not, and will not permit any of its Subsidiaries will subsidiaries to, generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any such Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesProperty, or transport or permit the transportation of Hazardous Materials to or from any such Real Property except in compliance with applicable law. If the Borrower or any of its Subsidiaries, or any tenant or occupant of any such Real Property, except to the extent that the failure to comply with the requirements specified in clause (i) causes or (ii) above, either individually permits any intentional or unintentional act or omission resulting in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material presence or order release of any governmental agencyHazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any such Real Property ownedProperty, leased or operated by provided that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) The Borrower and each of its Subsidiaries: (i) The Borrower will complycomply in all material respects, and the Borrower will cause each of its Subsidiaries to complycomply in all material respects, with all Environmental Laws applicable to the ownership, lease or operation of their business and the ownership of use of all any Real Property now or hereafter ownedProperty; (ii) will pay, leased or operated by the Borrower or any and will cause each of its SubsidiariesSubsidiaries to pay, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and ; (iii) will keep or cause to be kept all such Real Property Properties owned, operated or leased by the Borrower or any of its Subsidiaries free and clear of any material Liens imposed pursuant to such Environmental Laws Laws; and (iiiv) 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesProperty, or transport or permit the transportation of Hazardous Materials to or from any such Real Property except in compliance with applicable law. If the Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property, except to the extent that the failure to comply with the requirements specified in clause (i) causes or (ii) above, either individually permits any intentional or unintentional act or omission resulting in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive material presence or order release of any governmental agencyHazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries to undertake, and/or to use its best efforts to cause any such tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by provided that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Borrower Holdings will comply, and the Borrower will use its best efforts to cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower 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, the Borrower Borrowers nor any of its 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 owned or operated by the Borrower 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would 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. If required to do so under any applicable legally binding directive or order of any governmental agency, the Holdings and each Borrower agrees agree to undertake, and cause each of its 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, leased owned or operated by the Borrower Holdings or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws and in accordance with, in all material respects, with such legally binding orders and directives of all governmental authorities, except to the extent that the (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 principlesprinciples or (y) the failure to take any such action could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole.

Compliance with Environmental Laws. (a) (i) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased 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 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased 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 to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ia) The Borrower will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased 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 to the extent that unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.Laws

Compliance with Environmental Laws. (a) (i) The Borrower Holdings will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries, will promptly pay or 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release store or dispose ofRelease, or permit the generation, use, treatment, storagestorage or Release of, release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries other than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Propertyother than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, except to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries or order any tenant or occupant of any governmental agencyReal 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 require reporting or to trigger an obligation to undertake clean-up, the Borrower removal or remedial action under applicable Environmental Laws, Holdings agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants, occupants or other third Persons to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the Borrower or failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that neither Holdings nor any of its -------- Subsidiaries in accordance withshall be required to undertake any clean up, in all material respectsremoval, remedial or other action while the requirements of all applicable Environmental Laws and in accordance withrequirement to undertake such clean up, in all material respectsremoval, such orders and directives of all governmental authorities, except to the extent that the Borrower remedial or such Subsidiary other action is contesting such order or directive being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such clean up, removal, remedial or other action to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07(a), Holdings shall not be required by generally accepted accounting principles.this

Compliance with Environmental Laws. (i) The Borrower Guarantor will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Guarantor or any of its SubsidiariesSubsidiaries (except such noncompliances as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Guarantor and its Subsidiaries taken as a whole), 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 the Borrower Laws. Neither Guarantor nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or -45- 52 permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Guarantor 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials from generated, used, treated, stored, released or disposed of at any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, compliance in all material respects, the requirements of respects with all applicable Environmental Laws and reasonably required in accordance withconnection with the operation, in all material respects, such orders use and directives maintenance of all governmental authorities, except to the extent that the Borrower business or such Subsidiary is contesting such order operations of Guarantor 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 principlesany of its Subsidiaries.

Compliance with Environmental Laws. (a) (i) The Borrower Holdings will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership, lease ownership or use of all Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries, will promptly pay or 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release store or dispose ofRelease, or permit the generation, use, treatment, storagestorage or Release of, release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries other than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Propertyother than in compliance with Environmental Laws and as required in connection with the normal business operations of Holdings and its Subsidiaries, except to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries or order any tenant or occupant of any governmental agencyReal 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 require reporting or to trigger an obligation to undertake clean-up, the Borrower removal or remedial action under applicable Environmental Laws, Holdings agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants, occupants or other third Persons to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedProperty, leased or operated by except where the Borrower or failure to do so would not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither Holdings nor any of its Subsidiaries in accordance withshall be required to undertake any clean up, in all material respectsremoval, remedial or other action while the requirements of all applicable Environmental Laws and in accordance withrequirement to undertake such clean up, in all material respectsremoval, such orders and directives of all governmental authorities, except to the extent that the Borrower remedial or such Subsidiary other action is contesting such order or directive being contested in good faith and by appropriate proceedings and for which proper proceedings, so long as it has maintained adequate reserves have been established with respect to such clean up, removal, remedial or other action to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 6.07(a), Holdings shall not be required by generally accepted accounting principlesthis 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. (a) The Guarantor and its subsidiaries (i) The Borrower will complyare in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (iii) are in compliance with all terms and conditions of any such permit, license or approval and (iv) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Guarantor or any of its subsidiaries has received written notice, and no written notice by any person, entity or governmental authority, alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the Borrower will cause each presence, or release into the environment, of its Subsidiaries to complyany hazardous or toxic substances or wastes, with all Environmental Laws applicable to the ownership, lease pollutants or use of all Real Property now or hereafter contaminants at any location owned, leased or operated by the Borrower Guarantor or any of its Subsidiariessubsidiaries, 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 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 ownedin the past (collectively, leased or operated by “Environmental Claims”), pending or, to the Borrower best of the Guarantor’s knowledge, threatened against the Guarantor or any of its Subsidiaries, subsidiaries or transport any person or permit entity whose liability for any Environmental Claim the transportation Guarantor or any of Hazardous Materials to its subsidiaries has retained or from any such Real Propertyassumed either contractually or by operation of law (other than as disclosed in the Disclosure Package and the Prospectus), except where such noncompliance with Environmental Laws, failure to the extent that the receive required permits, licenses or other approvals or failure to comply with the requirements specified in clause (i) terms and conditions of such permits, licenses or (ii) aboveapprovals would not, either individually singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (ia) The Borrower Company will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower Company or any of its Subsidiaries, except for such instances of noncompliance as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such required compliance, except to the extent such nonpayment could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, 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 or post bonds or other financial assurances sufficient to satisfy the Borrower obligations or liability evidenced by such Liens, except to the extent that such Liens, including any action to enforce any such Liens, could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Company 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, or transported to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovefrom, any such Real Properties which, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (a) (i) The Borrower Partnership will comply, and the Borrower will cause each of its Subsidiaries to comply, comply with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesCredit Parties, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries no Credit Party will generate, use, treat, store, release or Release, dispose of, threaten to Release, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesCredit Party, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to in material compliance with applicable Environmental Laws and as may be reasonably required in connection with the extent that the failure operation, use and maintenance of such Real Property by any Credit Party’s business, unless any failures to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would (x) have not had and (y) could not reasonably be expected to have have, a Material Adverse Effect. If any Credit Party or any tenant or occupant of any Real Property now or hereafter owned or operated by such Credit Party, causes or permits any intentional or unintentional act or omission resulting in the presence or Release or threat of Release of any Hazardous Material (except in material compliance with applicable Environmental Laws) at or from any Real Property, the Credit Party agrees, if required to do so under any final applicable directive or order of any governmental agency, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedProperty, leased or operated and, if required by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all governmental agency under applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authoritieslaw to restore any natural resources, except where the failure to the extent that 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 do so could not reasonably be expected to the extent required by generally accepted accounting principleshave, a Material Adverse Effect.

Compliance with Environmental Laws. (a) (i) The Borrower will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased 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 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased 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 to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided -------- that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ia) The Borrower will complypay, and the Borrower will cause each Credit Party and each of its Subsidiaries to complypay, with all Environmental 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 by it in connection with such compliancekeeping in compliance in all material respects with, and avoiding liability under, all Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by any Credit Party or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower any Credit Party 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 where the failure to comply with the requirements specified in clause (ia) or clause (iib) above, either individually or in the aggregate, would not could reasonably be expected to have result in a Material Adverse Effect. If required to do so under any applicable directive Credit Party or order any of its Subsidiaries, or any tenant or occupant of any governmental agencyReal Property owned or operated by any Credit Party 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), Borrower agrees to undertake, and and/or to cause each any Credit Party or any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, promptly and at their sole expense, any clean up, investigation, removal, remedial remedial, corrective or other action necessary required pursuant to Environmental Laws to investigate, remove and clean up or cleanup any Hazardous Materials from any Real Property ownedwhere the failure to do so, leased either individually or operated by in the Borrower or aggregate, could reasonably be expected to result in a Material Adverse Effect; provided that neither any Credit Party nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which adequate so long as it has maintained reserves have been established with respect to the extent required by generally accepted accounting principlessuch compliance in accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Each Parent Guarantor and the Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Parent or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 Parent Guarantor and the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the Borrower or failure to do so would not reasonably be expected to have a Material Adverse Effect; PROVIDED that neither Parent nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws Laws, undertake all required Responses and obtain and comply with all permits, licenses and registrations applicable to or required in respect of the conduct of its business or operations or the ownership, lease or use of any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, except in each case as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Restricted Subsidiaries will keep or cause to be kept 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 connection with such compliance, and will keep or cause to be kept all such Real Property Restricted Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Laws. Neither the Borrower nor any of its Restricted Subsidiaries will Release, generate, manufacture, use, treat, store, release or dispose of, recycle or permit the Release, generation, manufacture, use, treatment, storage, release disposal or disposal recycling 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 to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, disposed of, recycled or Released at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified in clause (i) normal operation, use and maintenance of the business or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order operations of any governmental agency, the Borrower 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 the Borrower 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 the extent that 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 principlesRestricted Subsidiaries.

Compliance with Environmental Laws. (ia) The Borrower will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries, or transport or permit per- mit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided that neither the Borrower or nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (ij) The Borrower Parent will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and certificates of approval and permits applicable to to, or required by, the ownership, lease lease, operation or use of all Real Property now or hereafter owned, leased or operated by the Borrower Parent or any of its Restricted Subsidiaries, except such noncompliances as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such 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 Parent or any of its Restricted Subsidiaries). Except as have not had, and (ii) would not reasonably be expected to have, a Material Adverse Effect, neither the Borrower Parent nor any of its Restricted Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Parent or any of its Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, 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, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (a) (i) The Borrower Holdings will comply, and the Borrower will use its best efforts to cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower 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, the Borrower nor any of its 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 owned or operated by the Borrower 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would 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. If required to do so under any applicable legally binding directive or order of any governmental agency, Holdings and the Borrower agrees agree to undertake, and cause each of its 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, leased owned or operated by the Borrower Holdings or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws and in accordance with, in all material respects, 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 principlesprinciples or (y) the failure to take any such action could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole.

Compliance with Environmental Laws. (ia) The Each of Holdings and each other Borrower will comply, and the Borrower will cause each of its their respective Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, during the time of such ownership, lease or use, except such noncompliance as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens Liens, except Permitted Liens, imposed pursuant to such Environmental Laws and (ii) neither except where such Liens could not, either individually or in the Borrower aggregate, reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, during the time of any ownership, lease or operation by Holdings or any of its Subsidiaries, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in connection with the requirements specified in clause (i) normal operation, use and maintenance of the business or (ii) aboveoperations of Holdings or any of its Subsidiaries and except where such generation, use, treatment, storage, Release or disposal could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its SubsidiariesSubsidiaries (except such noncompliances as would not, individually or in the aggregate, reasonably be expected to have the material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole), 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 except for Permitted Liens. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or knowingly permit the generation, use, treatment, storage, release Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased 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 PropertyProperty except for Hazardous Materials generated, used, treated, stored, released or disposed of at any such Real Properties in compliance with all applicable Environmental Laws (except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) abovesuch noncompliances as would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive the material adverse effect on the business, operations, property, assets, liabilities, condition (financial or order otherwise) or prospects of any governmental agency, the Borrower agrees to undertakeand its Subsidiaries taken as a whole), and cause each reasonably required in connection with the operation, use and maintenance of its Subsidiaries to undertake, any clean up, removal, remedial the business or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by operations of the Borrower 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 the extent that 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 principlesSubsidiaries.

Compliance with Environmental Laws. (a) (i) The Borrower Company will comply, and the Borrower will use commercially reasonable efforts to cause each of its Subsidiaries to comply, with all Environmental Laws Law applicable to its operations and those of its Subsidiaries and to the ownership, lease or use operation of all Real Property now or hereafter owned, leased or operated by the Borrower Company 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 the Borrower Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose ofRelease, or permit the generation, use, treatment, storage, release storage or disposal Release of Hazardous Materials on on, at, under or from any Real Property now or hereafter owned, leased or operated by the Borrower Company 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 the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregateaggregate taken together with any and all exceptions to the representations and warranties set forth in Section 6.17, would could not reasonably be expected to result in liability that could have a Material Adverse Effect. If required to do so under any applicable legally binding directive or order of any governmental agencyGovernmental Authority, the Borrower Company agrees to undertake, and cause each of its Subsidiaries to undertake, to the extent required under Environmental Law, any clean up, removal, remedial or other action necessary to remove and clean up address any Hazardous Materials at or emanating from any Real Property owned, leased owned or operated by the Borrower Company or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws Law and in accordance with, in all material respects, with such legally binding orders and directives of all governmental authoritiesany Governmental Authority, except to the extent that (x) the Borrower Company 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 principlesGAAP or (y) the failure to take any such action could not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and permits applicable to to, or required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, will promptly pay except such noncompliances as would not, either individually or cause in the aggregate, reasonably be expected to be paid all costs and expenses incurred in connection with such compliancehave a Material Adverse Effect, and 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 such Liens as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as have not had, and (ii) 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 Release or dispose of, or permit the generation, use, treatment, storage, release 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 to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 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 undertake, any clean up, removal, remedial or other action necessary to remove and clean up any for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Properties in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesLaws.

Compliance with Environmental Laws. (ia) The Borrower Parent will complypay, and the Borrower will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection with such compliancekeeping in compliance in all material respects with, and avoiding liability under, all Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by the Parent or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) neither the Borrower 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Parent 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 where the failure to comply with the requirements specified in clause (i) or (iia) above, either individually or in the aggregate, would not could reasonably be expected to have result in a material liability to the Parent or any Subsidiary of the Parent or the failure to comply with clause (b) above, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. If required to do so under the Parent or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal Property owned or operated by the Parent or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in, or otherwise discovers, the Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Parent agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, promptly and at their sole expense, any clean up, investigation, removal, remedial remedial, corrective or other action necessary required pursuant to Environmental Laws to investigate, remove and clean up or cleanup any Hazardous Materials from any Real Property ownedwhere the failure to do so, leased either individually or operated by in the Borrower aggregate, could reasonably be expected to result in a material liability to the Parent or any Subsidiary of the Parent; provided that neither the Parent nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (i) The Borrower will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to their businesses or the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries, will promptly pay or 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 none of the Borrower nor or any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries other than in compliance with Environmental Laws and as required in connection with the normal business operations of the Borrower or its Subsidiaries, or transport or permit the transportation of Hazardous Materials to other than in compliance with Environmental Laws and as required in connection with the normal business operations of the Borrower or from any such Real Propertyits Subsidiaries, except to the extent that unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under the Borrower or any applicable directive of its Subsidiaries or order any tenant or occupant of any governmental agencyReal 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 require reporting or to trigger an obligation to undertake clean-up, removal or remedial action under applicable Environmental Laws, the Borrower agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided -------- that none of the Borrower 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07, the Borrower shall be required by generally accepted accounting principlesthis 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 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. (ia) The Borrower Holdings will complypay, and the Borrower ---------------------------------- will cause each of its Subsidiaries to complypay, with all Environmental 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 by it in connection keeping in compliance with such complianceall Environmental Laws, and will keep or cause to be kept all such Real Property Properties owned or operated by Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws Laws; and (iib) neither the Borrower 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower 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 unless the failure to comply with the requirements specified in clause (ia) or (iib) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal 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 undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, leased or operated by the Borrower or that neither Holdings nor -------- 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (i) The Borrower will comply, and the Borrower will cause each None of its Subsidiaries to comply, with all Environmental 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 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 the Borrower nor any Guarantor will, nor will any of its them permit any of their respective Subsidiaries will generateor knowingly permit (which knowledge for the purposes of this §8.6 shall include knowledge the Borrower, usethe Guarantors or their respective Subsidiaries should have known had they exercised reasonable diligence) any other Person to, treatdo any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, storeprocessing, release or dispose of, or permit the generation, use, treatment, storage, release storage or disposal of Hazardous Materials Substances, except for quantities of Hazardous Substances used in the ordinary course of operating, or used by a tenant occupying any portion of, a Multifamily Property and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Property now Estate any underground tank or hereafter ownedother underground storage receptacle for Hazardous Substances except in compliance with Environmental Laws, leased (c) generate any Hazardous Substances on any of the Real Estate except in compliance with Environmental Laws, (d) conduct any activity at any Real Estate or operated by use any Real Estate in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the Borrower Real Estate or any surrounding properties or any threatened Release of its SubsidiariesHazardous 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 permit arrange for the transportation transport of any Hazardous Materials Substances (except in compliance with all Environmental Laws), except, with respect to or from any Real Estate that is not a Credit Support Property, where any such Real Propertyuse, except to the extent that the failure to comply with the requirements specified in clause (i) generation, conduct or (ii) above, either individually or in the aggregate, would other activity has not had and could not reasonably be expected to have a Material Adverse Effect. If required The Borrower and each Applicable Subsidiary Guarantor shall, as 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 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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.Credit Support Property:

Compliance with Environmental Laws. (i) The Borrower will complyHoldings will, and the Borrower will cause each of its Subsidiaries to complyto, comply with all applicable Environmental Laws, except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply in all material respects with all Mortgaged Vessel permits issued pursuant to Environmental Laws applicable to to, or required by, the ownership, lease ownership or use of all Real Property any Mortgaged Vessel now or hereafter owned, leased operated or operated occupied by the Borrower or any of its SubsidiariesSubsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will promptly pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliancecompliance (except to the extent being contested in good faith), and will keep or cause to be kept all each such Real Property Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Borrower 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 of, Hazardous Materials on any Real Property Mortgaged Vessel now or hereafter owned, leased owned or operated or occupied by the Borrower Holdings or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, ports or Mortgaged Vessels except to the extent that the failure to comply in compliance in all material respects with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectall applicable Environmental Laws. If required to do so under any applicable directive or order of any governmental agency, the The Borrower agrees to undertakewill, and will cause each of its Subsidiaries to undertaketo, 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 maintain insurance on the Borrower or any of its Subsidiaries Mortgaged Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that 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 principlesother environmental pollution.

Compliance with Environmental Laws. (ia) The Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all 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, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release 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, except to the extent that the failure to comply for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and reasonably required in connection with the requirements specified in clause (i) operation, use and maintenance of the business or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order operations of any governmental agency, the Borrower 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 the Borrower 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 the extent that 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 principlesSubsidiaries.

Compliance with Environmental Laws. (a) Except as could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect: (i) The the Borrower will comply, and the Borrower will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease ownership or use of all 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 connection with such compliance, except where such costs and 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 Laws; and (ii) neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of 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, except as allowed by (and in compliance with) applicable Environmental Law, permits or regulation. Except as could not reasonably be expected to the extent that the failure to comply with the requirements specified in clause (i) or (ii) aboveresult, either individually or in the aggregate, would not reasonably be expected to have in a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, if the Borrower agrees to undertake, and cause each or any of its Subsidiaries to undertakeSubsidiaries, or any clean up, removal, remedial tenant or other action necessary to remove and clean up any Hazardous Materials from occupant of any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in accordance with, the Release of any Hazardous Material (except in all material respects, the requirements of all compliance with applicable Environmental Laws and in accordance withpermits), in all material respects, such orders and directives of all governmental authorities, except to the extent that the Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants, occupants and/or other responsible parties to undertake, at their sole expense, any clean up, removal, remedial or such Subsidiary is contesting such order or directive in good faith other action required pursuant to Environmental Laws to remove and by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principlesclean up any Hazardous Materials from any Real Property.

Compliance with Environmental Laws. (a) (i) The Holdings and the Borrower will comply, and the Borrower will cause each of its their respective Subsidiaries to comply, in all respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased or operated by the Borrower 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower 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 unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal Property owned, leased 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), Holdings and the Borrower agrees agree to undertake, and and/or to cause each any of its Subsidiaries their respective Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so, leased either individually or operated by in the Borrower or aggregate, could not reasonably be expected to have a Material Adverse Effect; provided that neither Holdings nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.

Compliance with Environmental Laws. (a) (i) The Borrower Each Credit Party will comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased or operated by the Borrower such Credit Party 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 the Borrower any Credit Party nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release Release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower such Credit Party or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to as required in the extent that ordinary course of business of any Credit Party and its Subsidiaries as conducted on the failure Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) or (ii) above, which, either individually or in the aggregate, would have not had, and could not reasonably be expected to have have, a Material Adverse Effect. If required to do so under any applicable directive Credit Party or order any of its Subsidiaries, or any tenant or occupant of any governmental agencyReal Property owned, leased or operated by any Credit Party or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Party agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so has not had, leased or operated by the Borrower or any of its Subsidiaries in accordance withand could not reasonably be expected to have, 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 the extent that 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 principlesa Material Adverse Effect.

Compliance with Environmental Laws. (a) (i) The Borrower will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries and each Consolidated Joint Venture to comply, in all material respects, with all Environmental 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 SubsidiariesSubsidiaries or any Consolidated Joint Venture, 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 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 of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, Subsidiaries or any Consolidated Joint Venture or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply Property other than in compliance with the requirements specified in clause (i) or (ii) above, either individually or applicable Environmental Laws and in the aggregate, would not reasonably be expected to have a Material Adverse Effectordinary 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 Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that the Borrower or such Subsidiary or such Consolidated Joint Venture 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 principlesGAAP.

Compliance with Environmental Laws. (a) (i) The Borrower Holdings will ---------------------------------- comply, and the Borrower will cause each of its Subsidiaries to comply, in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all its Real Property now or hereafter owned, leased here after owned or operated by the Borrower 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, release Release or dispose of, or permit the generation, use, treatment, storage, release or disposal of of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower 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 unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If required to do so under Holdings or any applicable directive of its Subsidiaries, or order any tenant or occupant of any governmental agencyReal Property owned or operated by Holdings or any of its Subsidiaries, cause or permit any intentional or unin- tentional act or omission resulting in the Borrower presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), Holdings agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the Borrower or failure to do so would not reasonably be expected to have a Material Adverse Effect; provided -------- that neither Holdings nor 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 shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by generally accepted accounting principlesin accordance with GAAP.