Common use of Compliance with Environmental Laws Clause in Contracts

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation None of the covenants contained in Section 6.07: Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating Data Center Assets and each Borrower will complyMedical Assets as permitted under this Agreement and in material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceLaws), except with respect to the extent any Real Estate that (i) is not a Mortgaged Property where any such compliance with Environmental Laws is being contested in good faith use, generation, conduct or other activity has not had and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors shall, and shall cause their respective Subsidiaries to: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to determine whether such Hazardous Substances are or ever were Released or disposed of on any Real Estate in violation of applicable Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Real Estate (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of such Real Estate by the Borrower, any such Guarantor or any such Subsidiary), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable Environmental Laws; provided, that the Borrower, the Guarantors and their respective Subsidiaries shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii), and in compliance with this §8.6 as it relates to matters addressed by this clause (ii), so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance in accordance with applicable law to the reasonable satisfaction of the Agent and no legal or administrative action shall have been commenced or filed by any enforcement agency to require remediation, containment, mitigation or other action. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. (biii) Each At any time during the continuance of Holdings and each Borrower will keep or cause to be kept, an Event of Default hereunder the Agent may at its election (and will cause each at the request of its Subsidiaries to keep or cause to be kept, all the Majority Lenders) obtain such Real Property free and clear environmental assessments of any Liens imposed pursuant or all of the Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance Estate and (ii) whether the use and operation of any such Real Estate complies with applicable all Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Majority Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Real Estate and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyuse and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will keep, and will cause each of its Subsidiaries to complykeep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceLaws, except to the extent that (i) any such compliance lack of effectiveness or non-compliance, when taken singly or with Environmental Laws is being contested in good faith all other instances lack of effectiveness or non-compliance, has not resulted and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have 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 (b60) Each days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of Holdings and each any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Borrower will keep shall remove, or cause to be keptremoved, 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 will cause each of the Lender determines in its Subsidiaries sole discretion (A) that such landlord is obligated to keep remove, or cause to be keptremoved, all such Real Property free Lien and clear of such Polluting Substance and (B) that no Borrower has any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except liability for such noncompliance as would removal, then such Borrower shall not be reasonably expected to have a Material Adverse Effectso obligated. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation Neither the Borrower nor the Guarantors will, nor will any of them permit any of its respective Subsidiaries or any other Person to, do any of the covenants contained in Section 6.07: following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to material liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all Environmental Laws applicable Laws), except, with respect to the ownershipany Real Estate other than Unencumbered Asset Pool Properties where any such use, lease generation, conduct or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, other activity has not had and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect.. The Borrower shall: (bi) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in the event of any Liens imposed pursuant to such change in Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, storegoverning the assessment, release or dispose ofremoval of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or permit ever were Released or disposed of on any Unencumbered Asset Pool Properties in violation of the generation, use, treatment, storage, release applicable Environmental Law as so changed; and (ii) if any Release or disposal ofof Hazardous Substances which any Person may be legally obligated to contain, Hazardous Materials correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Real Unencumbered Asset Pool Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from (including without limitation any such Real Release or disposal occurring prior to the acquisition or leasing of such Unencumbered Asset Pool Property other than by the Borrower), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Unencumbered Asset Pool Property in full compliance with all applicable Environmental Laws; provided, that the Borrower shall be deemed to be in compliance with applicable Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Agent and no action shall have been commenced by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. At any time after an Event of Default shall have occurred and is continuing hereunder the Agent may at its election (and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Unencumbered Asset Pool Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the ordinary course of business, except for soil or water at or adjacent to any such noncompliance as would not be reasonably expected to have a Material Adverse Effect. Unencumbered Asset Pool Property and (dii) If required to do so under any applicable order whether the use and operation of any Governmental Authority, each of Holdings and the Company 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 such Unencumbered Asset Pool Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in complies with all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Unencumbered Asset Pool Property, or that any of the Unencumbered Asset Pool Properties is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Unencumbered Asset Pool Property prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Unencumbered Asset Pool Property at levels that would require remediation under applicable Environmental Law and (ii) whether the use and operation of such Unencumbered Asset Pool Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Unencumbered Asset Pool Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Unencumbered Asset Pool Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.076.06: (a) Each of Holdings and each Borrower Credit Party will comply, and 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 Holdings such Credit Party 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) the reasonably likely outcome in such noncompliance proceedings would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower Credit Party will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Credit Parties or any of its their Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except to the extent that any noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and the reasonably likely outcome in such noncompliance as proceedings would not reasonably be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Credit Party will undertake, and cause each of its Subsidiaries to undertake, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Credit Parties 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 of all Governmental Authorities, except to the extent that Holdings such Credit Party or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and the reasonably likely outcome in such proceedings would not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyThere are no actions, and will cause each of its Subsidiaries to complysuits, with all Environmental Laws applicable to the ownershipinvestigations, lease liabilities, inquiries, Proceedings or use of all Real Property now or hereafter owned, leased or operated by Holdings Orders involving Acquiror or any of its SubsidiariesSubsidiaries or any of their respective assets that are pending or, and will promptly pay to the Knowledge of Acquiror, threatened, nor to the Knowledge of Acquiror, is there any factual basis for any of the foregoing, as a result of any asserted failure of Acquiror or cause any of its Subsidiaries of, or any predecessor thereof, to comply with any Environmental Law. No environmental clearances or other governmental approvals are required for the conduct of the business of Acquiror or any of its Subsidiaries or the consummation of the Contemplated Transactions. To the Knowledge of Acquiror, neither Acquiror nor any of its Subsidiaries is the owner of any interest in real estate, other than OREO, on which any substances have been generated, used, stored, deposited, treated, recycled or disposed of, which substances if known to be paid all costs and expenses incurred in connection with present on, at or under such complianceproperty, would require notification to any Regulatory Authority, clean up, removal or some other remedial action under any Environmental Law at such property or any impacted adjacent or down gradient property, except to the extent that (i) where such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance action would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be keptEffect on Acquiror. Except for any matters that have not had, and will cause each of its Subsidiaries would not reasonably be expected to keep have, individually 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of businessaggregate, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order Effect on Acquiror, Acquiror and each Subsidiary of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, Acquiror has complied in all material respects, the requirements of respects with all applicable Environmental Laws applicable to it and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPits business operations.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (ai) Each of Holdings and each The U.S. Borrower will comply, and 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 Holdings the U.S. 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 vessels owned, leased or operated by Holdings the U.S. Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the U.S. Borrower and its Subsidiaries and as allowed by (and in compliance 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, have not had, and could not reasonably be expected to have, a Material Adverse Effect. If the U.S. Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property other than 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 and in Laws), the ordinary course of business, except for such noncompliance as would not be reasonably expected U.S. Borrower agrees to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will 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 Holdings 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 of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPa Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.076.06: (a) Each of Holdings and each The Borrower will complycomply in all material respects, and will cause each of its Subsidiaries to complycomply in all material respects, with all Environmental Laws applicable to the its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings is not reasonably be expected likely to have a Material Adverse Effect. (b) Each of Holdings and each The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings 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 or operated by Holdings the Borrower or any of its Subsidiaries or transport or permit the transportation arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would is not be reasonably expected likely to have a Material Adverse Effect. (d) If required to do so under any applicable order of issued under any Environmental Law by any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings 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 of all Governmental Authorities, except to the extent that Holdings the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) (i) Each of Holdings and each Borrower Credit Agreement Party will comply, and 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 Holdings such Credit Agreement Party 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings neither 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, Hazardous Materials on any Real Property now or hereafter vessels owned, leased or operated by Holdings such Credit Agreement Party or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the U.S. Borrower and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance 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, have not had, and could not reasonably be expected to have, a Material Adverse Effect. If the U.S. Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property other than 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 and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental AuthorityLaws), each of Holdings and the Company will 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 Holdings 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 of all Governmental Authorities, except to the extent that Holdings or Administrative Agent and the Lenders and their agents, access to such Subsidiary is contesting such order 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 GAAPright of tenants, to undertake such an assessment, all at the Credit Agreement Parties’ joint and several expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each The Consolidated Companies have received no notices of Holdings and each Borrower will complyclaims or potential liability under, and will cause each of its Subsidiaries are in compliance with, all applicable Environmental Laws, where such claims and liabilities under, and failures to complycomply with, with all Environmental Laws applicable such statutes, regulations, rules, ordinances, laws or licenses, would reasonably be expected to result in penalties, fines, claims or other liabilities (including, without limitation, remediation costs and expenses) to the ownership, lease Consolidated Companies that have had or use of all Real Property now or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Materially Adverse Effect. (b) Each None of Holdings and each Borrower will keep the Consolidated Companies has received during the period from January 1, 1988 through the date of this Agreement, any notice of violation, or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear notice of any Liens imposed pursuant action, either judicial or administrative, from any governmental authority (whether United States or foreign) relating to the actual or alleged violation of any Environmental Law, including, without limitation, any notice of any actual or alleged spill, leak, or other release of any Hazardous Substance, waste or hazardous waste by any Consolidated Company or its employees or agents, or as to the existence of any contamination on any properties owned by any Consolidated Company, where any such Environmental Laws violation, spill, leak, release or contamination would reasonably be expected to result in penalties, fines, claims or other than Permitted Liensliabilities (including, without limitation, remediation costs and expenses) to the Consolidated Companies that have had or would reasonably be expected to have a Materially Adverse Effect. (c) Neither Holdings nor any The Consolidated Companies have obtained all necessary governmental permits, licenses and approvals which are material to the operations conducted on their respective properties, including without limitation, all required permits, licenses and approvals for (i) the emission of its Subsidiaries will generateair pollutants or contaminates, use(ii) the treatment or pretreatment and discharge of waste water or storm water, treat, store, release or dispose of, or permit (iii) the generation, use, treatment, storage, release disposal or generation of hazardous wastes, (iv) the withdrawal and usage of ground water or surface water, and (v) the disposal ofof solid wastes, Hazardous Materials on any Real Property now or hereafter ownedwhere a failure to obtain such permits, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws licenses and in the ordinary course of business, except for such noncompliance as approvals would not reasonably be reasonably expected to have a Material Materially Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyThe Parent will, and will cause each of its Subsidiaries to complyto, comply in all material respects with all Environmental Laws and permits applicable to to, or required by, the ownership, lease lease, or use of all any Rig, Real Property or other facility now or hereafter owned, leased operated, leased, or operated occupied by Holdings the Parent or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith faith), and will keep or cause to be kept the Collateral Rigs free and clear of any Liens imposed pursuant to such Environmental Laws. Neither the 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 at, on or from any Rig, Real Property or other facility now or hereafter owned, operated, leased or occupied by appropriate proceedings the Parent or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports, Rigs, Real Properties or other facilities except in compliance in all respects with all applicable Environmental Laws and for which adequate reserves have been established to the extent as reasonably required by GAAP the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses, except if such noncompliance is de minimus, and (ii) such noncompliance non-compliance would not reasonably be expected to have a Material Adverse Effect. (b) Each At the written request of Holdings and each the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, the Borrower will keep provide, at the Borrower’s sole cost and expense, an environmental assessment of any Rig by an environmental consultant acceptable to the Administrative Agent, which shall assess the Rig’s compliance with Environmental Law, the presence, Release or cause to be keptthreatened Release of Hazardous Materials, and will cause each the potential costs of its Subsidiaries addressing any non-compliance or Hazardous Materials; provided that such request may be made only if (i) there has occurred and is continuing a Default or an Event of Default, (ii) circumstances exist that reasonably would be expected to keep form the basis of a material Environmental Claim against any Credit Party 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose ofCollateral Rig, or permit (iii) with regard to any Subsidiary of the generationParent which is not a Credit Party or with regard to a Rig which is not a Collateral Rig, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as circumstances exist that reasonably would not be reasonably expected to have a Material Adverse Effect. (d) . If required the Parent fails to do so under any applicable provide the same within 90 days after such request was made, the Administrative Agent may order of any Governmental Authoritythe same, each of Holdings and the Company will undertake, Parent shall grant and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except hereby grants to the extent that Holdings or Administrative Agent and the Lenders and their agents access to such Subsidiary is contesting such order in good faith Rig and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings The Parent and each Borrower will comply, and 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 Holdings the Parent, such 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and or for which adequate reserves have been established to the extent required by GAAP GAAP, or an adverse outcome in such noncompliance proceedings is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings The Parent and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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 LiensLiens except to the extent that such Liens would not be reasonably expected to have a Material Adverse Effect and are promptly released or discharged. (c) Neither Holdings the 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 or operated by Holdings the Parent or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Parent 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 Holdings the Parent 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 of all Governmental Authorities, except to the extent that Holdings the Parent or such Subsidiary is contesting such order in good faith and by appropriate proceedings and or for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (ai) Each of Holdings and each 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except to the extent that the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (i) or (ii) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) . If required to do so under any applicable directive or order of any Governmental Authoritygovernmental agency, each of Holdings and the Company will 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 Holdings 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 Authoritiesgovernmental authorities, except to the extent that 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 GAAPgenerally accepted accounting principles.

Compliance with Environmental Laws. Without limitation of The Borrower and the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyGuarantors will, and will cause each of its their respective Subsidiaries to, and, to complythe extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the Tenants of the Unencumbered Pool Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (a) all Environmental Laws, and (b) all licenses and permits required by applicable Environmental Laws applicable to for the conduct of its business or the ownership, lease use or use of all Real Property now or hereafter owned, leased or operated by Holdings or any operation of its Subsidiariesproperties, and will promptly pay or cause to be paid all costs and expenses incurred except, in connection with such complianceeach case under this §8.6, except to the extent that (i) with respect to any Real Estate that is not an Unencumbered Pool Asset, where such non-compliance with Environmental Laws is being contested in good faith does not have and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. , and (ii) with respect to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such non-compliance does not have and could not reasonably be expected, when taken with other matters covered by §6.19 or this §8.6, to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property; provided, that Borrower shall diligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable Environmental Laws. None of the Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the generation, handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating office, retail or industrial properties as permitted under this Agreement and in material compliance with all applicable Environmental Laws, (b) Each of Holdings and each Borrower will keep cause or cause permit to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor located on any of its Subsidiaries will generate, use, treat, store, release the Real Estate any underground tank or dispose of, or permit the generation, use, treatment, storage, release or disposal of, other underground storage receptacle for Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Substances except in compliance with applicable Environmental Laws Laws, (c) generate any Hazardous Substances on any of the Real Estate except in compliance with applicable Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be expected to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all applicable Environmental Laws), except, in each case under this §8.6, (i) with respect to any Real Estate that is not an Unencumbered Pool Asset, where any such use, generation, conduct or other activity does not have and in the ordinary course of business, except for such noncompliance as would could not reasonably be reasonably expected to have a Material Adverse Effect, and (ii) with respect to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such use, generation, conduct or other activity does not have and could not reasonably be expected, when taken with other matters covered by §6.19 or this §8.6, to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property; provided, that Borrower shall diligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable Environmental Laws. The Borrower and the Guarantors shall, and shall cause their respective Subsidiaries to: (i) in the event of any change in applicable Environmental Laws governing the assessment, release or removal of Hazardous Substances, take reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances which are the subject of such change in applicable Environmental Laws were Released or disposed of on the Unencumbered Pool Assets in violation of applicable Environmental Laws, except with respect to any issues which have been previously remediated in compliance with applicable Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may be reasonably likely otherwise to expose it to liability shall occur or shall have occurred on the Unencumbered Pool Assets (including, without limitation, any such Release or disposal occurring prior to the acquisition or leasing of such Unencumbered Pool Asset by the Borrower or any Guarantor), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Unencumbered Pool Assets as required and in full compliance with all applicable Environmental Laws; provided, that each of the Borrower and a Guarantor shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the extent required under applicable Environmental Laws to the reasonable satisfaction of the Agent and no action shall have been commenced or filed by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. (diii) If required to do so under At any applicable order time after an Event of Default shall have occurred hereunder, the Agent may at its election (and will at the request of the Majority Lenders) obtain such environmental assessments of any Governmental Authority, each or all of Holdings and the Company will undertake, and cause each Unencumbered Pool Assets prepared by an Environmental Engineer as may be necessary or advisable for the purpose of its Subsidiaries to undertake, any clean up, removal, remedial evaluating or other action necessary to remove and clean up confirming (A) whether any Hazardous Materials Substances are present in the soil or water at or migrating to or from any Real Property owned, leased or operated by Holdings or such Unencumbered Pool Asset in violation of applicable Environmental Laws and (B) whether the use and operation of any of its Subsidiaries in accordance with, in all material respects, the requirements of such Unencumbered Pool Asset complies with all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Majority Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may be reasonably likely to expose such Person to liability may have occurred, relating to any Unencumbered Pool Asset, or that any of the Unencumbered Pool Assets is not in compliance with applicable Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of the Agent obtain and deliver to the Agent such environmental assessments of such Unencumbered Pool Asset prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present in the soil or water at or migrating to or from such Unencumbered Pool Asset in violation of applicable Environmental Laws and (B) whether the use and operation of such Unencumbered Pool Asset comply with all applicable Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Unencumbered Pool Asset including, without limitation, any and all storage areas, storage tanks, drains, dry wxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a determination of the compliance of such Unencumbered Pool Asset and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation None of the covenants contained in Section 6.07: Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating Data Center Assets and each Borrower will complyMedical Assets as permitted under this Agreement and in material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceLaws), except with respect to the extent any Real Estate that (i) is not an Unencumbered Pool Property where any such compliance with Environmental Laws is being contested in good faith use, generation, conduct or other activity has not had and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors shall, and shall cause their respective Subsidiaries to: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to determine whether such Hazardous Substances are or ever were Released or disposed of on any Real Estate in violation of applicable Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Real Estate (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of such Real Estate by the Borrower, any such Guarantor or any such Subsidiary), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable Environmental Laws; provided, that the Borrower, the Guarantors and their respective Subsidiaries shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii), and in compliance with this §8.6 as it relates to matters addressed by this clause (ii), so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance in accordance with applicable law to the reasonable satisfaction of the Agent and no legal or administrative action shall have been commenced or filed by any enforcement agency to require remediation, containment, mitigation or other action. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. (biii) Each At any time during the continuance of Holdings and each Borrower will keep or cause to be kept, an Event of Default hereunder the Agent may at its election (and will cause each at the request of its Subsidiaries to keep or cause to be kept, all the Majority Lenders) obtain such Real Property free and clear environmental assessments of any Liens imposed pursuant or all of the Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance Estate and (ii) whether the use and operation of any such Real Estate complies with applicable all Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Majority Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Real Estate and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (ai) Each of Holdings and each The Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 vessels owned, leased or operated by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the Borrower and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance 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, have not had, and could 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 other than 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 and in Laws), the ordinary course of business, except for such noncompliance as would not be reasonably expected Borrower agrees to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will 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. (b) 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 Borrower will provide, at its sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned, leased or operated by Holdings the 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 the Borrower 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 Borrower shall grant and hereby do grant, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or Administrative Agent and the Lenders and their agents, access to such Subsidiary is contesting such order 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 GAAPright of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyComply, and will cause each all tenants or other occupants of its Subsidiaries any of the Properties to comply, comply in all material respects with all Environmental Laws applicable and not generate, store, handle, process, dispose of or otherwise use and not permit any tenant or other occupant of any of the Properties to generate, store, handle, process, dispose of or otherwise use Hazardous Materials in, on, under or about the Property in a manner that could lead or potentially lead to imposition on any Company or the Agent or any Lender or any of the Properties of any liability or lien of any nature whatsoever under any Environmental Law. (b) Notify the Agent promptly in the event of any spill or other release of any Hazardous Material in, on, under or about any of the Properties which is required to be reported to a Governmental Authority under any Environmental Law, promptly forward to the ownershipAgent copies of any notices received by any Company relating to any alleged violation of any Environmental Law and promptly pay when due any fine or assessment against the Lenders, lease any Company or any of the Properties relating to any Environmental Law. (c) If at any time it is determined that the operation or use of any of the Properties violates any applicable Environmental Law or that there is any Hazardous Material located in, on, under or about the Properties which under any Environmental Law requires special handling in collection, treatment, storage or disposal or any other form of cleanup or remedial or corrective action, then, within thirty (30) days after receipt of notice thereof from a Governmental Authority (or such other time period as may be specified in the notice sent by such Governmental Authority) or from the Lenders, take, at its sole cost and expense, such actions as may be necessary to fully comply in all Real respects with all Environmental Laws, provided, however, that if such compliance cannot reasonably be completed within such thirty (30) day period, the Borrower shall commence such necessary action within such thirty (30) day period and shall thereafter diligently and expeditiously proceed to fully comply in all respects and in a timely fashion with all Environmental Laws. Nothing herein shall prohibit the Borrower from asserting any good faith defenses against the government in any governmental demands. (d) If a lien is filed against any of the Properties by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of any Company or for which any Company is responsible, resulting in the releasing, spilling, leaking, leaching, pumping, emitting, pouring, emptying or dumping of any Hazardous Material, then, within thirty (30) days from the date that such Company is first given notice such lien has been placed against the Properties, either (i) pay the claim and remove the lien or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Lenders and is sufficient to effect a complete discharge of such lien on the Properties. (e) At the Borrower's expense, if and as reasonably requested by the Agent in connection with any Property now or hereafter owned, acquired or leased or operated by Holdings or any of its SubsidiariesCompany, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith conduct and by appropriate proceedings and for which adequate reserves have been established deliver to the extent required Agent and the Lenders, an Environmental Site Assessment prepared by GAAP an environmental consulting firm of national reputation reasonably satisfactory to the Agent, together with a letter from such firm to the Agent authorizing the Agent and the Lenders to rely thereon, or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected prepare and deliver to have a Material Adverse Effect. (b) Each of Holdings the Agent and each Borrower will keep or cause the Lenders true and accurate responses to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear of any Liens imposed pursuant the Agent's Environmental Questionnaire as to such Property. Each Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any Site Assessment and completed Environmental Questionnaire shall be, to the best of its Subsidiaries will generatethe Borrower's knowledge, 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 Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws true and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, accurate in all material respects, the requirements of . (f) Conduct any further diligence recommended under any Environmental Data Report or Environmental Site Assessment and perform any and all applicable Remedial Work necessary under all Environmental Laws and applicable (now or in accordance with, in all material respects, such orders of all Governmental Authorities, except the future) to the extent that Holdings Companies or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPtheir businesses, whether as recommended under any Environmental Site Assessment or otherwise.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) the Borrower will comply, and will cause each of its Subsidiaries 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 now or hereafter owned, leased operated or operated occupied by Holdings the Borrower or any of its Subsidiaries, and will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be keptfaith), and will cause each of its Subsidiaries undertake all reasonable efforts to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 operated or operated occupied by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than except in compliance with all applicable Environmental Laws and reasonably required in connection with the ordinary course operation, use and maintenance of businessany such Real Property or otherwise in connection with their businesses. (b) At the written request of the Administrative Agent or the Required Lenders upon a reasonable belief by the Administrative Agent or the Required Lenders that the Borrower or any of its Subsidiaries has breached any representation or covenant contained herein relating to environmental matters, except for which request shall specify in reasonable detail the basis therefor, the Borrower will provide, at the Borrower's sole cost and expense, an environmental site assessment report, reasonable in scope, concerning the subject matter of such noncompliance as would representation or covenant and any Real Property now or hereafter owned, operated or occupied by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating (if relevant to such breach) the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with any Hazardous Materials on such Real Property; provided, that such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent or the Required Lenders reasonably believe that the Borrower or any such Real Property is not in compliance with Environmental Law and such circumstances could reasonably be reasonably expected to have a Material Adverse Effect. , or (diii) If required circumstances exist that reasonably could be expected to do so under any applicable order form the basis of any Governmental Authority, each of Holdings and a material Environmental Claim against the Company 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 Holdings Borrower or any of its Subsidiaries in accordance withor any such Real Property. If the Borrower fails to provide the same within a reasonable period, in all material respectsnot to exceed 90 days after such request was made, the requirements of all applicable Environmental Laws Administrative Agent may order the same, and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Borrower shall grant and hereby grant to the extent that Holdings or Administrative Agent and the Lenders and their respective agents access to such Subsidiary is contesting such order in good faith Real Property and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower's expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower Credit Party will comply, and 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 Holdings such Credit Party 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) the reasonably likely outcome in such noncompliance would proceedings could not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower Credit Party will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Credit Parties or any of its their Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except to the extent that any noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and the reasonably likely outcome in such noncompliance as would proceedings could not reasonably be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Credit Party will undertake, and cause each of its Subsidiaries to undertake, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Credit Parties 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 of all Governmental Authorities, except to the extent that Holdings such Credit Party or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and the reasonably likely outcome in such proceedings could not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Without limitation Borrower will not and will not permit Owner or any tenants or other occupants of the covenants contained Collateral Property to do any of the following: (a) use the Collateral Property or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for small quantities of Hazardous Substances as are appropriate for an apartment project and used in Section 6.07the ordinary course of business and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on the Collateral Property, any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on the Collateral Property except in full compliance with Environmental Laws, (d) conduct any activity at the Collateral Property or use the Collateral Property in any manner so as to cause a Release of Hazardous Substances on, upon or into the Collateral Property or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws). Borrower shall: (ai) Each in the event of Holdings any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all commercially reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of Borrower) to confirm that no Hazardous Substances are or were Released or disposed of on the Collateral Property in violation of any Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Collateral Property (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of the Collateral Property by Owner), cause the prompt containment and each Borrower will comply, removal of such Hazardous Substances and will cause each remediation of its Subsidiaries to comply, the Collateral Property in full compliance with all Environmental Laws applicable laws and regulations and to the ownershipreasonable satisfaction of Lender; provided, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause that Borrower shall be deemed to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is being contested in good faith taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of Lender and by appropriate proceedings and for which adequate reserves no action shall have been established commenced by any enforcement agency. Lender may engage their own environmental engineer to review the environmental assessments and Borrower’s compliance with the covenants contained herein. At any time after an Event of Default shall have occurred and be continuing hereunder, or, whether or not an Event of Default shall have occurred and be continuing, at any time that Lender shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred relating to the extent required Collateral Property, or that the Collateral Property is not in compliance with the Environmental Laws, Lender may at its election obtain such environmental assessments of the Collateral Property prepared by GAAP an environmental engineer as may be reasonably necessary or such noncompliance is de minimusadvisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to the Collateral Property, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each whether the use and operation of Holdings the Collateral Property complies with all Environmental Laws. Environmental assessments may include detailed visual inspections of the Collateral Property including, without limitation, any and each Borrower will keep or cause to be keptall storage areas, storage tanks, drains, dry xxxxx and leaching areas, and will cause each the taking of its Subsidiaries to keep soil samples, as well as such other investigations or cause to be kept, all such Real analyses as are reasonably necessary or appropriate for a complete determination of the compliance of the Collateral Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, use and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance withexpense of Borrower. Lender may, in but shall never be obligated to remove or cause the removal of any Hazardous Substances from the Collateral Property (or if removal is prohibited by any Environmental Law, take or cause the taking of such other action as is required by any Environmental Law or otherwise required by Lender) if Borrower fails to comply with its obligations hereunder with respect thereto (without limitation of Lender’s right to declare a default under any of the Loan Documents and to exercise all material respects, such orders of all Governmental Authorities, except rights and remedies available by reason thereof); and Lender and its designees are hereby granted access to the extent that Holdings Collateral Property at any time or times, upon reasonable notice, and a license which is coupled with an interest and irrevocable, to remove or cause such Subsidiary is contesting removal or to take or cause the taking of any such order other action. All costs, including, without limitation, the costs incurred by Lender in good faith taking the foregoing action, damages, liabilities, losses, claims, expenses (including attorneys’ fees and disbursements) which are incurred by appropriate proceedings Lender, as the result of Borrower’s failure to comply with the provisions of this §8.6, shall be paid by Borrower to Lender upon demand by Lender and for which adequate reserves have been established to shall be additional obligations secured by the extent required by GAAPSecurity Documents.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complypay, and will cause each of its Subsidiaries to complypay, all costs and expenses incurred by it in keeping in compliance with all Environmental Laws applicable Laws, and will keep or cause to the ownership, lease or use of be kept all Real Property now or hereafter owned, leased Properties owned or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. Laws; and (cb) Neither neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by Holdings or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, unless the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (a) or (b) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) . If required to do so under Holdings or any applicable order of its Subsidiaries, or any tenant or occupant of any Governmental AuthorityReal 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 Company will 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 that neither Holdings 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 of all Governmental Authorities, except shall be required to the extent that Holdings 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 in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) (i) Each of Holdings and each Borrower Credit Agreement Party will comply, and 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 Holdings such Credit Agreement Party 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings neither 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, Hazardous Materials on any Real Property or vessels owned, leased or operated by such Credit Agreement Party or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of Holdings and its Subsidiaries as conducted on the 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, have not had, and could not reasonably be expected to have, a Material Adverse Effect. If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by Holdings or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, and could not reasonably be expected to have, a Material Adverse Effect. (b) 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 Holdings or any of its Subsidiaries or transport or permit Subsidiaries, prepared by an environmental consulting firm reasonably approved by the transportation of Hazardous Materials Administrative Agent, addressing the matters which gave rise to or from any such Real Property other than in compliance with applicable Environmental Laws request and in estimating the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order potential costs of any Governmental Authority, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other corrective action necessary in connection with any such matter. If a Credit Agreement Party fails to remove provide the same within 45 days after such request was made, the Administrative Agent may order the same, and clean up any Hazardous Materials from any the Credit Agreement Parties shall grant and hereby do grant, to the Administrative Agent and the Lenders and their agents, access to such Real Property ownedand specifically grant the Administrative Agent and the Lenders and their agents an irrevocable non-exclusive license, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except subject to the extent that Holdings or right of tenants, to undertake such Subsidiary is contesting such order in good faith an assessment, all at the Credit Agreement Parties' joint and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPseveral expense.

Compliance with Environmental Laws. Without limitation The Borrower shall, and shall cause each of the covenants contained in Section 6.07its Subsidiaries to: (a) Each of Holdings comply with, require its tenants and each Borrower will complysubtenants to comply with, and will cause each of its Subsidiaries use commercially reasonable efforts to complyensure compliance by all tenants and subtenants with, with all applicable Environmental Laws and Environmental Permits applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceProperty, except to the extent that in such instances in which (i) such compliance with Environmental Laws requirement of Law or order, writ, injunction or decree is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP diligently conducted or such noncompliance is de minimus, and (ii) such noncompliance would the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.; (b) Each of Holdings obtain and each Borrower will keep renew or cause to be keptrequire that its tenants and subtenants obtain and renew, and will cause each of its Subsidiaries use commercially reasonable efforts to keep or cause to be keptensure that all tenants and subtenants obtain and renew, all such Real Property free Environmental Permits necessary for the use and clear operation of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of businessProperty, except for such noncompliance as would to the extent that failure to do so could not reasonably be reasonably expected to have a Material Adverse Effect.; and (dc) If required conduct and complete, or require and use commercially reasonable efforts to do so under ensure that its tenants and subtenants conduct and complete, any applicable order of any Governmental Authorityinvestigation, each of Holdings study, sampling and the Company will undertaketesting, and cause each of its Subsidiaries to undertakeundertake any cleanup, any clean upresponse, removal, remedial or other action necessary to remove remove, remediate and clean up any all Hazardous Materials at, on, under or emanating from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, as necessary to maintain compliance with the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings failure to do so could not reasonably be expected to have a Material Adverse Effect (provided that if a tenant or subtenant fails to comply with any such requirement, the Borrower shall be required to comply therewith except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); provided, however, that no Loan Party or Subsidiary thereof shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is contesting such order being contested in good faith and by appropriate proper proceedings and for which adequate appropriate reserves have been established are being maintained with respect to the extent required by such circumstances in accordance with GAAP.

Compliance with Environmental Laws. Without limitation To the Sellers’ knowledge as of the covenants contained Closing Date, and except as set forth in the applicable subsection of Section 6.079.10 of the Disclosure Schedule: (a) Each Section 9.10(a) of Holdings and each Borrower will complythe Disclosure Schedule describes with expiration dates, and will cause each of its Subsidiaries all material Environmental Permits issued by or received from Governmental Authorities (including local sewerage districts) relating to comply, with all Environmental Laws applicable or Hazardous Substances which are held by the Sellers and the Subsidiaries and which relate to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any the Business. Section 9.10(a) of its Subsidiaries, and will promptly pay or cause to be paid the Disclosure Schedule also identifies all costs and expenses incurred in connection with such compliance, except to under-ground storage tanks on the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse EffectReal Property. (b) Each The Environmental Permits are in full force and effect and constitute all permits, licenses, approvals and consents relating to Environmental Laws or Hazardous Substances required of Holdings the Sellers and/or the Subsidiaries for the conduct of the Business and each Borrower will keep or cause to be kept, and will cause each the use of its Subsidiaries to keep or cause to be kept, all such the Real Property free (as presently conducted and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liensused by Xxxxxxx Polymer and the Subsidiaries). (c) Neither Holdings nor The Sellers and the Subsidiaries have filed all reports, returns and other filings required to be filed with respect to the Real Property and the Business under Environmental Laws and the Environmental Permits. (d) The Business and the Owned Real Property have been and are being operated by the Sellers and the Subsidiaries in accordance with all Environmental Laws and Environmental Permits, except where the failure to do so would not be material to the applicable Seller and/or Subsidiary, as the case may be. (e) The Sellers and the Subsidiaries have not received any notice that the Business or the Owned Real Property is not in material compliance with Environmental Laws and Environmental Permits and no proceeding for the suspension, revocation or cancellation of its any Environmental Permit is pending or threatened. (f) Except as described in Section 9.10(f) of the Disclosure Schedule, there are no actions pending or any actions, claims or investigations threatened against the Sellers, the Business or the Owned Real Property, which in any case asserts or alleges (i) any Seller or the Owned Real Property violated or is in violation of any Environmental Law or Environmental Permit; (ii) either Seller or any Subsidiary is required to clean up or take remedial or other responsive action due to the disposal, discharge or other release of any Hazardous Substance on the Owned Real Property; or (iii) either Seller or any Subsidiary is required to contribute to the cost of any past, present or future cleanup or remedial or other response action which arises out of or is related to the disposal, discharge or other release of any Hazardous Substance by a Seller, a Subsidiary or the Business. (g) Except as disclosed in Section 9.10(g) of the Disclosure Schedule, with respect to the period during which the Sellers or the Subsidiaries will generate, use, treat, store, release or dispose ofowned, or permit during the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings period in which the Sellers or any of its Subsidiaries occupied, the Owned Real Property: (i) there has been no material release or transport threatened release of any Hazardous Substance from the Owned Real Property; and (ii) there are no materials containing asbestos or permit PCBs on the transportation of Hazardous Materials to or from any such Owned Real Property other than in compliance with applicable violation of Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse EffectLaws. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of Notwithstanding, and in addition to, the covenants contained in Section 6.07Paragraph (f) above: (a) Each of Holdings and each Borrower will comply, and will cause each of its Subsidiaries to comply, comply in all respects with all Environmental Laws applicable to the ownership, lease or use of all Real Property and personal property now or hereafter owned, leased or operated by Holdings the Parent, Lessee or any of its the Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not could reasonably be expected to have a Material Adverse Effect. ; and (biii) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Lienswhich are not permitted under Paragraph (n) below. (cb) Neither Holdings nor Without limitation of the foregoing, if the Parent, Lessee or any of its the Subsidiaries will shall generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries them, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, any such action shall be effected in compliance with applicable all Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effectapplicable thereto. (dc) If required to do so under any applicable order of any Governmental Authoritygovernmental agency, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, take any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Parent, Lessee or any of its the 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 orders of all Governmental Authoritiesgovernmental authorities, except to the extent that Holdings the Parent, Lessee or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation Borrowers shall comply with and shall cause all of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complytheir respective employees, and will cause each of its Subsidiaries agents, invitees or sublessees to comply, comply with all Environmental Laws applicable with respect to the ownershipdisposal of industrial refuse or waste, lease and/or the discharge, procession, treatment, removal, transportation, storage and handling of hazardous or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiariestoxic wastes and substances, and will pay immediately when due the cost of removal of any such waste or substances from, and keep its properties free of any lien imposed pursuant to any such laws, rules, regulations or orders. Each Borrower shall give notice to Bank as soon as reasonably possible and in no event more than five (5) Business Days after it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof. Each Borrower agrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly pay comply with any such citations, compliance orders or cause Environmental Laws requiring either such Borrower to be paid all costs and expenses incurred in connection remove, treat or dispose of such hazardous materials, wastes or conditions at the sole expense of such Borrower, to provide Bank with satisfactory evidence of such compliance; provided, except to however, that nothing contained herein shall preclude Borrowers from contesting any such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the extent that payment for the cost of compliance therewith, and Bank's security interest in any such property affected thereby (or the priority thereof) is not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, Borrowers (i) such compliance with release and waive any present or future claims against Bank for indemnity or contribution in the event either Borrower becomes liable for remediation costs under and Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusLaws, and (ii) such noncompliance would not reasonably be expected agree to have a Material Adverse Effect. defend, indemnify and hold harmless Bank from any and all liabilities (b) Each of Holdings including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and each Borrower will keep or cause to be keptremedial costs), and will cause each of its Subsidiaries to keep or cause to be keptsuits, all such Real Property free and clear administrative orders, agency demand letters, costs of any Liens imposed pursuant to such settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of Borrowers of any hazardous materials, wastes or conditions regulated by any Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generateLaws, usecontamination resulting therefrom, treat, store, release or dispose arising out of, or permit resulting from, the generationenvironmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, usewithout limitation, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or transport not caused by or permit within the transportation control of Hazardous Materials to or from any such Real Property other than Bank. The covenants and indemnities contained in compliance with applicable Environmental Laws and in the ordinary course this Section 8.8 shall survive termination of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effectthis Agreement. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07:8.7 hereof, (a) Each of Holdings and each The Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings is not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not have, and that would not be reasonably expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings 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 of all Governmental Authorities, except to the extent that Holdings the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPGAAP or the outcome of such proceeding would not reasonably be expected to have a Material Adverse Effect. (e) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time after the Lenders receive notice under Section 8.1(g) for any Environmental Claim involving potential expenditures by the Borrower or any of its Subsidiaries in excess of $500,000 in the aggregate for any Real Property, the Borrower will provide, at its sole cost and expense, an environmental site assessment report concerning any such Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or a remedial action in connection with any Hazardous Materials on such Real Property. If the Borrower fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same, and the Borrower shall grant and hereby grants, to the Administrative Agent and the Lenders and their agents, access to such Real Property and specifically grants the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower Credit Party will comply, and 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 Holdings such Credit Party 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP GAAP, or such noncompliance is de minimus, and (ii) such noncompliance where non-compliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower Credit Party will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear of any Liens imposed pursuant to such applicable Environmental Laws other than Permitted Liens. (c) Neither Holdings No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Credit Parties or any of its their Restricted Subsidiaries or transport or permit arrange for the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except to the extent that any noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings for such noncompliance as which adequate reserves have been established to the extent required by GAAP, or where non-compliance would not reasonably be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any binding and applicable order of any Governmental Authority, each of Holdings and the Company Credit Party will undertake, and cause each of its Subsidiaries to undertake, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Credit Parties or any of its their Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings such Credit Party or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, or where non-compliance with any such order would not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and will cause each of its Subsidiaries to comply, ActaMed is in compliance with all Environmental Laws applicable environmental Regulations applicable to the ownershipActaMed Business with respect to all discharges into the ground and surface water, lease emissions into the ambient air and generation, accumulation, storage, treatment, recycling, transportation, labeling or use disposal of all Real Property now waste materials or hereafter ownedprocess by-products, leased except violations which, either individually or operated by Holdings in the aggregate, would not have a Material Adverse Effect. ActaMed is not liable for any material penalties, fines or forfeitures for failure to comply with any of its Subsidiariesthe foregoing. All licenses, permits or registrations required for the ActaMed Business as presently conducted and proposed to be conducted, under any environmental Regulations have been or will, in a timely manner, be obtained or made, other than such licenses, permits or registrations as to which the failure to obtain or make, either individually or in the aggregate, will not have a Material Adverse Effect, and will promptly pay ActaMed is in compliance therewith in all material respects. (b) No release, emission or cause to be paid all costs and expenses incurred in connection with such compliancedischarge into the environment of hazardous substances, except to as defined under the extent that (i) such compliance with Comprehensive Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusResponse, Compensation, and Liability Act, as amended, or hazardous waste, as defined under the Resource Conservation and Recovery Act, or air pollutants as defined under the Clean Air Act, or pollutants, as defined under the Clean Water Act, by ActaMed has occurred or is presently occurring on or from any property owned or leased by ActaMed in excess of federal, state or local permitted releases or reportable quantities, or other concentrations, standards or limitations under the foregoing Regulations governing the protection of health and the environment or under any other Regulations (iithen or now applicable, as the case may be) other than such noncompliance releases, emissions or discharges, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (bc) Each To its knowledge, ActaMed has never (1) owned, occupied or operated a site or structure on or in which any hazardous substance was or is stored, transported or disposed of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in violation of any Liens imposed pursuant to environmental Regulations at such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release time as such site or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter structure was owned, leased occupied or operated by Holdings ActaMed or at any of its Subsidiaries other time, or transport (2) transported or permit arranged for the transportation of Hazardous Materials to or from any such Real Property hazardous substance other than in full compliance with all applicable Environmental Laws and in environmental Regulations governing the ordinary course ActaMed Business or the storage, transportation or disposal of business, hazardous substances except for such noncompliance as violations as, either individually or in the aggregate, would not have a Material Adverse Effect. ActaMed has never caused or been held legally responsible for any release or threatened release of any hazardous substance, or received notification from any federal, state or other governmental authority of any such release or threatened release, or that ActaMed may be reasonably expected required to pay any costs or expenses incurred or to be incurred in connection with any efforts to mitigate the environmental impact of any release or threatened release, of any hazardous substance from any site or structure owned, occupied or operated by ActaMed, except such releases or threatened releases as, either individually or in the aggregate, would not have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.076.06: (a) Each of Holdings and each The Borrower will complycomply in all material respects, and will cause each of its Restricted Subsidiaries to complycomply in all material respects, with all Environmental Laws applicable to the its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Restricted Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP GAAP, or to the extent that the failure to take such noncompliance is de minimus, and (ii) such noncompliance actions would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each The Borrower will keep or cause to be kept, and will cause each of its Restricted Subsidiaries to keep or cause to be kept, all such Real Property now or hereafter owned by the Borrower or any of its Restricted Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings the Borrower nor any of its Restricted Subsidiaries will generate, use, treat, store, release store or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Release Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Restricted Subsidiaries or transport or permit the transportation arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would is not be reasonably expected likely to have a Material Adverse Effect. (d) If required to do so under any applicable order of issued under any Environmental Law by any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Restricted Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Borrower or any of its Restricted Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings (x) the failure to take such actions would not reasonably be expected to have a Material Adverse Effect (y) the Borrower or such Restricted Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation None of the covenants contained in Section 6.07: Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating single tenant commercial operating properties as permitted under this Agreement and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance with Environmental Laws, (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 use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable Laws), except, with respect to the ownershipany Real Estate that is not a Borrowing Base Property, lease where any such use, generation, conduct or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, other activity has not had and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors shall, and shall cause their respective Subsidiaries to: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Borrowing Base Properties in violation of applicable Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Mortgage Property (including, without limitation, any such Release or disposal occurring prior to the acquisition or leasing of such Mortgage Property by the Borrower or any Guarantor), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgage Property in full compliance with all applicable Environmental Laws; provided, that each of the Borrower and a Guarantor shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Agent and no action shall have been commenced or filed by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. (biii) Each At any time after an Event of Holdings and each Borrower will keep or cause to be keptDefault shall have occurred hereunder, the Agent may at its election (and will cause each at the request of its Subsidiaries to keep or cause to be kept, all the Required Lenders) obtain such Real Property free and clear environmental assessments of any Liens imposed pursuant or all of the Borrowing Base Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present in the soil or water at or adjacent to any such Borrowing Base Property and (B) whether the use and operation of any such Borrowing Base Property complies with all Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Borrowing Base Properties, or that any of the Borrowing Base Properties is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of the Agent obtain and deliver to the Agent such environmental assessments of such Borrowing Base Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present in the soil or water at or adjacent to such Borrowing Base Property and (B) whether the use and operation of such Real Estate comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Borrowing Base Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Borrowing Base Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation None of the covenants contained in Section 6.07: Credit Parties will, nor will they permit any other Transaction Party to, do any of the following: (a) Each use any of Holdings the Pool Properties or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of Borrower’s, a Pool Property Owner’s or its tenants’ business and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Pool Properties any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Pool Properties except in material compliance with Environmental Laws, (d) conduct any activity at any Pool Properties or use any Pool Properties in any manner that would reasonably be expected to complycause a Release of Hazardous Substances on, upon or into the Pool Properties or any surrounding properties which would reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable Laws), except, any such use, generation, conduct or other activity described in clauses (a) to the ownership, lease or use (e) of all Real Property now or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance this §8.6 would not reasonably be expected to have a Material Adverse Effect.. The Credit Parties shall, and shall cause the other Pool Property Owners to: (bi) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in the event of any Liens imposed pursuant to such change in applicable Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, storegoverning the assessment, release or dispose ofremoval of Hazardous Substances, or permit the generationtake all reasonable action as required by such Laws, use, treatment, storage, release and (ii) if any Release or disposal ofof Hazardous Substances which the Transaction Parties are legally obligated to contain, Hazardous Materials correct or otherwise remediate or which may otherwise expose such Borrower or a Subsidiary to liability shall occur or shall have occurred on any Real Pool Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from (including without limitation any such Real Release or disposal occurring prior to the acquisition or leasing of such Pool Property other than by the Borrower or the applicable Pool Property Owner), the relevant Credit Party shall, after obtaining knowledge thereof, cause the performance of actions required by applicable Environmental Laws at the Pool Property in material compliance with all applicable Environmental Laws; provided, that each of the Transaction Parties shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage such event to the reasonable satisfaction of the Agent or has taken and is diligently pursuing a challenge to any such alleged legal obligation through appropriate administrative or judicial proceedings. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, the Agent may at its election (and will at the request of the Majority Lenders) obtain such environmental assessments of any or all of the Pool Properties prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at any such Pool Property in a quantity or condition that is required to be contained, corrected or otherwise remediated by the owner or operator of the Pool Property pursuant to applicable Environmental Laws and in (ii) whether the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order use and operation of any Governmental Authority, each of Holdings and the Company 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 such Pool Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in complies with all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Majority Lenders shall have reasonable and objective grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred at or from any Pool Property which the owner or operator of such property would be obligated to contain, correct or otherwise remediate pursuant to applicable Environmental Laws or which otherwise may expose such Person to liability under Environmental Laws, or that any of the Pool Property is not in compliance with Environmental Laws to the extent required by the Loan Documents, Borrower or the Pool Property Owner shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Pool Property prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at such Pool Property and (ii) whether the use and operation of such Pool Property complies with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Pool Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Pool Property and the use and operation thereof with all applicable Environmental Laws. All reasonable expenses of environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Credit Parties.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Subsidiary Borrower will complyuse and operate its respective facilities and properties in compliance with Environmental Laws, which when taken singly or with all other such obligations (including all liabilities and claims relating to Environmental Laws), does not result or could not reasonably be expected to result in a Material Adverse Effect. Each Subsidiary Borrower will keep all necessary Environmental Permits in effect and remain in compliance therewith, and will cause each of its Subsidiaries to comply, handle all Hazardous Materials in compliance with all applicable Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceLaws, except to the extent that (i) any such compliance lack of effectiveness or non-compliance, when taken singly or with Environmental Laws is being contested in good faith all other instances lack of effectiveness or non-compliance, has not resulted and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have result in a Material Adverse Effect. . Neither Peak or a Subsidiary Borrower shall 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 Subsidiary Borrower provide that a Lien on the property of such Subsidiary Borrower may be obtained for the removal of Polluting Substances that have been released, no later than sixty (b60) Each days after notice is given by the Lender to the Borrowers’ Representative, a Responsible Officer of Holdings Borrowers’ Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Subsidiary Borrower and each approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Subsidiary Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Subsidiary Borrower will keep and Peak shall remove, or cause to be keptremoved, such Lien and such Polluting Substance at such Subsidiary Borrower's and Peak’s expense; provided, however, that if the property is leased from a third-party landlord, and will cause each of the Lender determines in its Subsidiaries sole discretion (A) that such landlord is obligated to keep remove, or cause to be keptremoved, all such Real Property free Lien and clear of such Polluting Substance and (B) that no Borrower has any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except liability for such noncompliance as would removal, then such Subsidiary Borrower and Peak shall not be reasonably expected to have a Material Adverse Effectso obligated. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyCompany shall comply with all Environmental Laws, and will keep or cause all Property to be kept free of any Liens under Environmental Laws, unless failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or subject any Agent, Lender or Issuing Lender to any material risk of damages or liability; (b) in the event of the presence of any Hazardous Material at, on, under or emanating from any Real Property which would reasonably be expected to result in liability under or a violation of any Environmental Law, in each case which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Company shall undertake, and/or use their best efforts to cause any of its Subsidiaries their respective tenants or occupants to complyundertake, with all at no expense to any Lender, any action required pursuant to Environmental Laws applicable to the ownershipmitigate and eliminate such adverse effect; PROVIDED, lease HOWEVER, that no Company shall be required to comply with any order or use directive of all Real Property now or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws a Governmental Authority 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 GAAP or such noncompliance is de minimus, and in accordance with GAAP; (iic) such noncompliance would not reasonably be expected to have a Material Adverse Effect. each Company shall promptly notify the Administrative Agent of the occurrence of any event specified in clause (b) Each of Holdings this Section 9.14 and each Borrower will shall periodically thereafter keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear the Administrative Agent informed of any Liens imposed pursuant material actions taken in response to such Environmental Laws event and the results of such actions; and (d) at the written request of the Administrative Agent at any time and from time to time, each Obligor will provide, at such Obligor's sole cost and expense, an environmental site assessment (including, without limitation, the results of any groundwater or other than Permitted Liens. (ctesting, conducted if the Administrative Agent directs that such testing be conducted) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on concerning any Real Property now or hereafter owned, leased or operated by Holdings any Company, conducted by an environmental consulting firm proposed by such Obligor and approved by the Administrative Agent indicating the presence or any of its Subsidiaries or transport or permit the transportation absence of Hazardous Materials and the potential cost of any required investigation or other response or any corrective action in connection with any Hazardous Materials on, at, under or emanating from such Real Property and the potential cost of any required investigation, response or corrective action to address any such Hazardous Materials; PROVIDED, HOWEVER, that such request may be made only if (a) there has occurred and is continuing an Event of Default, (b) the Administrative Agent reasonably believes that any Company or from any such Real Property other than or operations are not in material compliance with applicable Environmental Laws and Law or (c) circumstances exist that reasonably could be expected to form the basis of an Environmental Claim against such Company or any such Real Property which could, individually or in the ordinary course of businessaggregate, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) . If required any Obligor fails to do so provide the same within 60 days after such request was made, the Administrative Agent may but is under any applicable order of any Governmental Authority, each of Holdings and no obligation to conduct the Company will undertakesame, and cause each of such Obligor shall grant and hereby grants to the Administrative Agent and its Subsidiaries agents access to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any such Real Property ownedand specifically grants the Administrative Agent an irrevocable non-exclusive license, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except subject to the extent that Holdings or rights of tenants, to undertake such Subsidiary is contesting an assessment, all at such order in good faith Obligor's sole cost and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPexpense.

Compliance with Environmental Laws. Without limitation of Except, in each case, as would not, individually or in the covenants contained in Section 6.07aggregate, have a Material Adverse Effect: (a) Each of Holdings and each Borrower will complyComply in all material respects with, and will cause each of its Subsidiaries use reasonable efforts to complyensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and use reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all Environmental Laws Permits required of them by any applicable Environmental Laws. For purposes of this clause (a), noncompliance with the foregoing shall be deemed not to constitute a breach of this covenant so long as, upon learning of any actual or suspected noncompliance therewith, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will Borrower shall promptly pay or cause undertake reasonable efforts to be paid all costs and expenses incurred in connection with such achieve compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings Conduct and each Borrower will keep or cause complete in all material respects all investigations, studies, sampling and testing, and all remedial, removal and other actions required to be keptundertaken by the Borrower or any Restricted Subsidiary under Environmental Laws and promptly comply with all orders and directives applicable to the Borrower or any Restricted Subsidiary of all Governmental Authorities regarding Environmental Laws; provided that this covenant shall be deemed not violated if the Borrower or relevant Restricted Subsidiary promptly contests in good faith any such order or directive in a manner consistent with all applicable Environmental Laws and other Laws, pursues such contest diligently in the Borrower’s good faith business judgment and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear of any Liens imposed pursuant appropriate reserves are being maintained with respect to such Environmental Laws other than Permitted Lienscircumstances in accordance with GAAP. (c) Neither Holdings nor any of its Subsidiaries will generateGenerate, use, treat, store, release or release, dispose of, and otherwise manage Hazardous Materials in a manner that would not reasonably be expected to result in a material liability to the Borrower or permit the generationany Restricted Subsidiary or to materially affect any real property owned or leased by any of them; and take reasonable efforts to prevent any other Person from generating, useusing, treatmenttreating, storagestoring, release or disposal releasing, disposing of, or otherwise managing Hazardous Materials on in a manner that could reasonably be expected to result in a material liability to, or materially affect any Real Property now or hereafter owned, leased real property owned or operated by Holdings by, the Borrower or any Restricted Subsidiary. For purposes of its Subsidiaries this clause (c), noncompliance with the foregoing shall be deemed not to constitute a breach of this covenant so long as, upon learning of any actual or transport or permit suspected noncompliance, the transportation of Borrower shall promptly undertake reasonable efforts to remove such Hazardous Materials to or from any such Real Property other than otherwise remediate them in compliance a manner consistent with applicable Environmental Laws Law and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effectwith clause (b) above. (d) If required Maintain, update as appropriate, and implement in all material respects an ongoing program reasonably designed to do so ensure that all the properties and operations of the Borrower and its Restricted Subsidiaries are regularly and reasonably reviewed by competent professionals to identify and promote compliance with and to reasonably and prudently manage any liabilities or potential liabilities under any applicable order of any Governmental Authority, each of Holdings and Environmental Law that may affect the Company 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 Holdings Borrower or any of its Subsidiaries in accordance withRestricted Subsidiaries, in all material respectsincluding, the requirements without limitation, compliance and liabilities relating to: discharges to air and water; acquisition, transportation, storage and use of all applicable Environmental Laws hazardous materials; waste disposal; repair, maintenance and in accordance with, in all material respects, such orders improvement of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith properties; employee health and by appropriate proceedings safety; species protection; and for which adequate reserves have been established to the extent required by GAAPrecordkeeping.

Compliance with Environmental Laws. Without limitation None of the covenants contained in Section 6.07: Borrower nor any Guarantor will, nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating Medical Properties as permitted under this Agreement and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance with Environmental Laws, (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 use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable Laws), except, with respect to the ownershipany Real Estate that is not a Borrowing Base Property, lease where any such use, generation, conduct or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, other activity has not had and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors shall, and shall cause their respective Subsidiaries to: (i) in the event of any change in Environmental Laws after the date of this Agreement governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Borrowing Base Properties in violation of applicable Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on the Borrowing Base Properties (including, without limitation, any such Release or disposal occurring prior to the acquisition or leasing of such Borrowing Base Property by the Borrower or any Guarantor), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Borrowing Base Properties in full compliance with all applicable Environmental Laws; provided, that each of the Borrower and a Guarantor shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Agent and no action shall have been commenced or filed by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. (biii) Each At any time after an Event of Holdings and each Borrower will keep or cause to be keptDefault shall have occurred hereunder, the Agent may at its election (and will cause each at the request of its Subsidiaries to keep or cause to be kept, all the Required Lenders) obtain such Real Property free and clear environmental assessments of any Liens imposed pursuant or all of the Borrowing Base Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present in the soil or water at or adjacent to any such Borrowing Base Property and (B) whether the use and operation of any such Borrowing Base Property complies with all Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Borrowing Base Property, or that any of the Borrowing Base Properties is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of the Agent obtain and deliver to the Agent such environmental assessments of such Borrowing Base Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present in the soil or water at or adjacent to such Borrowing Base Property and (B) whether the use and operation of such Borrowing Base Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Borrowing Base Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Borrowing Base Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and will cause each of its Subsidiaries to comply, Comply in all material respects with all Environmental Laws applicable to and not generate, store, handle, process, dispose of or otherwise use and not generate, store, handle, process, dispose of or otherwise use Hazardous Materials in, on, under or about the ownership, lease Property in a manner that could lead or use of all Real Property now result in imposition on any Company or hereafter owned, leased the Agent or operated by Holdings any Lender or any of its Subsidiariesthe Properties of any material liability or lien of any nature whatsoever under any Environmental Law. (b) Notify the Agent promptly in the event of any spill or other release of any Hazardous Material in, and will promptly pay on, under or cause about any of the Properties which is required to be paid all costs and expenses incurred in connection with such compliancereported to a Governmental Authority under any Environmental Law, except promptly forward to the extent that (i) Agent copies of any notices received by any Company relating to any alleged violation of any Environmental Law and pay when due any fine or assessment against the Lenders, any Company or any of the Properties relating to any Environmental Law, the Borrower or such compliance with Environmental Laws other Company, unless payment of the same is being contested in good faith and by appropriate proceedings and for which it shall have set aside on its books adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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 Lienswith respect thereto. (c) Neither Holdings nor If at any time it is determined that the operation or use of any of its Subsidiaries will generatethe Properties violates any applicable Environmental Law or that there is any Hazardous Material located in, useon, treat, store, release under or dispose of, or permit about the generation, useProperties which under any Environmental Law requires special handling in collection, treatment, storage, release storage or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any other form of its Subsidiaries cleanup or transport remedial or permit corrective action, and such requirement has been violated then, within thirty (30) days after receipt of written notice thereof from a Governmental Authority (or such other time period as may be specified in the transportation of Hazardous Materials to notice sent by such Governmental Authority) or from the Lenders, take, at its sole cost and expense, such actions as may be necessary to comply in all material respects with any such Real Property other than in compliance with applicable Environmental Laws Laws, provided, however, that if such compliance cannot reasonably be completed within such thirty (30) day period, the Borrower shall commence such necessary action within such thirty (30) day period and shall thereafter diligently and expeditiously proceed to comply in all material respects with any and all applicable Environmental Laws. Nothing herein shall prohibit the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse EffectBorrower from asserting any good faith defenses against the government in any governmental demands. (d) If required a lien is filed against any of the Properties by any Governmental Authority resulting from the need to do so under any applicable order expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of any Governmental AuthorityCompany or for which any Company is responsible, each resulting in the releasing, spilling, leaking, leaching, pumping, emitting, pouring, emptying or dumping of Holdings and the Company 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 Material in violation of an Environmental Law, then, within thirty (30) days from any Real Property ownedthe date that such Company is first given written notice that such lien has been placed against the Properties, leased either (i) pay the claim and remove the lien or operated by Holdings (ii) furnish a cash deposit, bond or any of its Subsidiaries in accordance with, such other security with respect thereto as is reasonably satisfactory in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except respects to the extent that Holdings or Lenders and is sufficient to effect a complete discharge of such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to lien on the extent required by GAAPProperties.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of (i) Holdings and each Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither 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 or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by Holdings or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except in compliance with all applicable Environmental Laws and reasonably required in connection with the operation, use and maintenance of such Real Property other than 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, (x) have not had (unless same has ceased to exist in all respects) and (y) are not reasonably likely to 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 and in the ordinary course of businessLaws), except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If Holdings agrees, if required to do so under any final applicable directive or order of any Governmental Authoritygovernmental agency, each of Holdings and the Company will 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 Holdings or any of its Subsidiaries in accordance with, except where the 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 of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPa Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complypay, and ---------------------------------- will cause each of its Subsidiaries to complypay, all costs and expenses incurred by it in keeping in compliance with all Environmental Laws applicable Laws, and will keep or cause to the ownership, lease or use of be kept all Real Property now or hereafter owned, leased Properties owned or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. Laws; and (cb) Neither neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by Holdings or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, unless the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (a) or (b) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) . If required to do so under Holdings or any applicable order of its Subsidiaries, or any tenant or occupant of any Governmental AuthorityReal 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 Company will 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 that neither Holdings 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 of all Governmental Authorities, except shall be required to the extent that Holdings 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 in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyThe Parent will, and will cause each of its Subsidiaries to complyto, comply in all material respects with all Environmental Laws and permits applicable to to, or required by, the ownership, lease lease, or use of all any Rig, Real Property or other facility now or hereafter owned, leased operated, leased, or operated occupied by Holdings the Parent or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, kept each such Rig and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property or other facilities free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings the 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 Rig, Real Property or other facility now or hereafter owned, operated, leased or operated occupied by Holdings the Parent or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such ports, Rigs, Real Property Properties or other than facilities except in compliance in all material respects with all applicable Environmental Laws and as reasonably required by the trade in connection with the ordinary course operation, use and maintenance of businessany such property or otherwise in connection with their businesses. The Parent will, except and will cause each of its Subsidiaries to, maintain insurance on the Rigs, Real Properties and other facilities in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution. (b) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the Borrower’s sole cost and expense, an environmental assessment of any Rig by the United States Coast Guard or another internationally recognized classification society acceptable to the Administrative Agent. If the United States Coast Guard or such noncompliance as would other internationally recognized classification society, in its assessment, indicates that such Rig is not in compliance with the Environmental Laws, the United States Coast Guard or such other internationally recognized society shall set forth potential costs of the remediation of such non-compliance; provided that, such request may be made only if (i) there has occurred and is continuing a Default or an Event of Default or (ii) the Administrative Agent or the Required Lenders reasonably and in good faith believe that the Parent, any of its Subsidiaries or any such Rig is not in compliance with Environmental Law and such non-compliance could reasonably be expected to have a Material Adverse Effect. Effect or (diii) If required circumstances exist that reasonably could be expected to do so under any applicable order form the basis of any Governmental Authority, each of Holdings and a material Environmental Claim against the Company 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 Holdings Parent or any of its Subsidiaries in accordance with, in all material respectsor any such Rig. If the Parent fails to provide the same within 90 days after such request was made, the requirements of all applicable Environmental Laws Administrative Agent may order the same, and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Parent shall grant and hereby grants to the extent that Holdings or Administrative Agent and the Lenders and their agents access to such Subsidiary is contesting such order in good faith Rig and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation Neither the Borrower nor the Guarantors will do any of the covenants contained following: (a) use any of the Collateral Property or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for such quantities of Hazardous Substances as are appropriate for a retail shopping center mixed use project (retail [including entertainment and health clubs], office, hospitality and residential only) and used in Section 6.07the ordinary course of business and in compliance in all material respects with all applicable Environmental Laws, (b) cause or permit to be located on the Collateral Property any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on the Collateral Property except in material compliance with Environmental Laws, (d) conduct any activity at the Collateral Property or use the Collateral Property in any manner so as to cause a Release of Hazardous Substances on, upon or into the Collateral Property or any surrounding properties or any threatened Release of Hazardous Substances in any material amount which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all Environmental Laws). Each Subsidiary Property Owner shall: (ai) Each in the event of Holdings and each Borrower will comply, and will cause each of its Subsidiaries to comply, with all any change in Environmental Laws applicable governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Collateral Property; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Collateral Property (including without limitation any such Release or disposal occurring prior to the ownershipacquisition of the Collateral Property by such Subsidiary Property Owner), lease or use cause the prompt containment and removal of all Real such Hazardous Substances and remediation of the Collateral Property now or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP and in full compliance with all applicable laws and regulations and to the reasonable satisfaction of the Majority Banks; provided, that the Borrower and the Guarantors shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own environmental consultant to review the environmental assessments and the Borrower’s and Guarantor’s compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to the Collateral Property, or that the Collateral Property is not in compliance with the Environmental Laws, the Agent may at its election (and will at the request of the Majority Banks) obtain such noncompliance is de minimus, environmental assessments of the Collateral Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to the Collateral Property and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each whether the use and operation of Holdings the Collateral Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of the Collateral Property including, without limitation, any and each Borrower will keep or cause to be keptall storage areas, storage tanks, drains, dry xxxxx and leaching areas, and will cause each the taking of its Subsidiaries to keep soil samples, as well as such other investigations or cause to be kept, all such Real analyses as are necessary or appropriate for a complete determination of the compliance of the Collateral Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, use and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance with, in all material respects, such orders expense of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower The Borrowers will comply, and will cause each of its their 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 Holdings the Borrowers or any of its their Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings is not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower The Borrowers will keep or cause to be kept, and will cause each of its their Subsidiaries to 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. (c) Neither Holdings the 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 or operated by Holdings the Borrowers or any of its their Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of businessLaws, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Borrowers will undertake, and cause each of its their Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Borrowers or any of its their Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings such Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP. (e) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time after the Lenders receive notice under Section 6.01(f) for any Environmental Claim involving potential expenditures by any Borrower or any of its Subsidiaries in excess of $5,000,000 in the aggregate for any Real Property, the Borrower Representative will provide, at its sole cost and expense, an environmental site assessment report concerning any such Real Property now or hereafter owned, leased or operated by such Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or a remedial action in connection with any Hazardous Materials on such Real Property. If the Borrower Representative fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same, and such Borrower shall grant and hereby grants, to the Administrative Agent and the Lenders and their agents, access to such Real Property and specifically grants the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Borrowers’ expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complywill, and will cause each of its Subsidiaries to complyto, 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 Holdings 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 to the extent that (i) such compliance any failure to comply with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Neither the Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in material compliance with applicable Environmental Laws and Laws, in the ordinary course of business, except for such noncompliance as would business and in a manner that could not reasonably be reasonably expected to have a Material Adverse Effect. (dc) If To the extent required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings 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 of all Governmental Authorities, except for any failure to the extent undertake that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves could not reasonably be expected to have been established to the extent required by GAAPa Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each Comply (and use commercially reasonable efforts to require that all lessees and other Persons operating or occupying any of Holdings and each Borrower will the Subsidiaries’ properties to comply), and will cause each of its Subsidiaries to comply (and to use commercially reasonable efforts to require all lessees and other Persons operating or occupying any of the Subsidiaries’ properties to comply), in all material respects, with all Environmental Laws and the Environmental Permits applicable to the ownership, lease such Person or use of all Real Property now its operations or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. properties; (b) Each of Holdings obtain and each Borrower will keep or cause to be keptrenew, and will cause each of its Subsidiaries to keep obtain and renew, all of the Environmental Permits necessary for the ownership or cause operation of their respective properties or the conduct of their respective businesses as now conducted and as proposed to be kept, all such Real Property free conducted; and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any conduct, and cause each of its Subsidiaries will generateto conduct, useany investigation, treatstudy, storesampling or testing, 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 Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, any cleanup, removal, remedial or other action, necessary to remove and clean upup releases of the Hazardous Materials from any of its properties in accordance with the requirements of all applicable Environmental Laws, except, in the case of clause (b) or (c) of this Section 6.03, where the failure to obtain or renew any such Environmental Permit, to conduct any such investigation, study, sampling or testing or to undertake any such cleanup, removal, remedial or other action, either individually or in the aggregate, could not reasonably be expected (i) to have a Material Adverse Effect or (ii) to subject any Loan Party or any of its Subsidiaries to any criminal penalty or liability or (iii) to subject the Administrative Agent or any of the Lenders to any criminal penalty or liability or (except for nonmaterial fines for which the Administrative Agent or such Lender is fully indemnified under Section 10.05) any civil penalty or liability; provided, however, that no Loan Party nor any of their Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except otherwise required under this Section 6.03 to the extent that Holdings the amount, applicability or such Subsidiary validity thereof is contesting such order being contested in good faith and by proper proceedings diligently conducted and appropriate proceedings and for which adequate reserves have been established are being maintained by such Loan Party or such applicable Subsidiary with respect to the extent required by such circumstances in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower Parent will comply, and 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 Holdings Parent 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings 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 Holdings Parent or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than except for Hazardous Materials used or stored at any such Real Properties in material compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and reasonably required in accordance withconnection with the operation, use and maintenance of any such Real Property. (b) At the written request of the Administrative Agent or the Required Banks, which request shall specify in all reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the Borrower's sole cost and expense, an environmental site assessment report concerning any Real Property owned or operated by Parent or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with any Hazardous Materials on such Real Property, provided that such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent reasonably believes that Parent, any of its Subsidiaries or any such Real Property is not in material respectscompliance with Environmental Law, or (iii) circumstances exist that reasonably could be expected to form the basis of a material Environmental Claim against Parent, any of its Subsidiaries or any such orders of all Governmental AuthoritiesReal Property. If the Borrower fails to provide the same within ninety (90) days after such request was made, except the Administrative Agent may order the same, and the Borrower shall grant and hereby grants to the extent that Holdings or Administrative Agent and the Banks and their agents access to such Subsidiary is contesting such order in good faith Real Property and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Banks an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower's expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complywill, and will cause each of its Subsidiaries to complyto, 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 Holdings the Borrower or any of its Subsidiaries, and will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property Vessel or property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings 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 Vessel or property now or hereafter owned, leased owned or operated or occupied by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the ordinary course operation, use and maintenance of businessany such property or otherwise in connection with their businesses. The Borrower will, except and will cause each of its Subsidiaries to, maintain insurance on the Vessels in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution. (b) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the Borrower’s sole cost and expense, an environmental assessment of any Vessel by such noncompliance as would Vessel’s classification society (to the extent such classification society is listed on Schedule X hereto) or another internationally recognized classification society acceptable to the Administrative Agent. If said classification society, in its assessment, indicates that such Vessel is not in compliance with the Environmental Laws, said society shall set forth potential costs of the remediation of such non-compliance; provided that such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent or the Required Lenders reasonably and in good faith believe that the Borrower, any of its Subsidiaries or any such Vessel is not in compliance with Environmental Law and such non-compliance could reasonably be expected to have a Material Adverse Effect. , or (diii) If required circumstances exist that reasonably could be expected to do so under any applicable order form the basis of any Governmental Authority, each of Holdings and a material Environmental Claim against the Company 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 Holdings Borrower or any of its Subsidiaries in accordance with, in all material respectsor any such Vessel. If the Borrower fails to provide the same within 90 days after such request was made, the requirements of all applicable Environmental Laws Administrative Agent may order the same and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Borrower shall grant and hereby grants to the extent that Holdings or Administrative Agent and the Lenders and their agents access to such Subsidiary is contesting such order in good faith Vessel and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each (i) The Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 owned or operated by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, unless the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (i) or (ii) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) . If required to do so under the Borrower or any applicable order of its Subsidiaries, or any tenant or occupant of any Governmental AuthorityReal Property owned or operated by the Borrower or any of its Subsidiaries, each cause or permit any intentional or unintentional act or omission resulting in the presence or Release of Holdings and any Hazardous Material (except in compliance with applicable Environmental Laws), the Company will 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 Holdings or 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 in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except shall be required to the extent that Holdings 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 in accordance with GAAP. (b) At the written request of the Administrative Agent or the Required Banks, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at its sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent, addressing the matters in clause (i), (ii) or (iii) below which gives rise to such request (or, in the case of a request pursuant to following clause (i), addressing such matter as may be requested by the Administrative Agent or the Required Banks) and estimating the range of the potential costs of any removal, remedial or other corrective action in connection with any such matter, provided that in no event shall such request be made unless (i) an Event of Default has occurred and is continuing, (ii) the Banks receive notice under Section 8.01(h) for any event for which notice is required to be delivered for any such Real Property or (iii) the Administrative Agent or the Required Banks reasonably believe that there was a breach of any representation, warranty or covenant contained in Section 7.17 or 8.07(a). If the Borrower fails to provide the same within 60 days after such request was made, the Administrative Agent may order the same, and the Borrower shall grant and hereby grants, to the Administrative Agent and the Banks and their agents access to such Real Property and specifically grants, the Administrative Agent and the Banks and their agents an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Borrower's expense.

Compliance with Environmental Laws. Without limitation Neither the Borrower nor the Trust will, nor will either of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and 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 Holdings or them permit any of its Subsidiaries, to do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for such quantities of Hazardous Substances as are appropriate for a retail shopping center and will promptly pay used in the ordinary course of business and in compliance in all material respects with all applicable Environmental Laws, (b) cause or cause permit to be paid located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances in any material amount which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all costs Environmental Laws); provided that with respect to the foregoing clauses (a)-(e), with respect to Real Estate other than the Unencumbered Borrowing Base Properties, the Borrower and expenses incurred in connection the Trust shall comply with such compliance, the foregoing except to the extent that such failure could not individually or in the aggregate have any material adverse effect upon the business or financial condition of the Borrower or the Trust. The Borrower shall: (i) such compliance with in the event of any change in Environmental Laws is being contested in good faith governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Unencumbered Borrowing Base Properties; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Unencumbered Borrowing Base Properties (including without limitation any such Release or disposal occurring prior to the acquisition of such Unencumbered Borrowing Base Properties by the Borrower), cause the prompt containment and by appropriate proceedings removal of such Hazardous Substances and for which adequate reserves have been established remediation of the Unencumbered Borrowing Base Properties to the extent required by GAAP and in full compliance with all applicable laws and regulations and to the reasonable satisfaction of the Majority Banks; provided , that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own environmental consultant to review the environmental assessments and the Borrower’s compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Unencumbered Borrowing Base Property, or that any of the Unencumbered Borrowing Base Properties is not in compliance with the Environmental Laws, the Agent may at its election (and will at the request of the Majority Banks) obtain such noncompliance is de minimus, environmental assessments of such Unencumbered Borrowing Base Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Unencumbered Borrowing Base Property and (ii) whether the use and operation of such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each Unencumbered Borrowing Base Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of Holdings such Unencumbered Borrowing Base Property including, without limitation, any and each Borrower will keep or cause to be keptall storage areas, storage tanks, drains, dry xxxxx and leaching areas, and will cause each the taking of its Subsidiaries to keep soil samples, as well as such other investigations or cause to be kept, all analyses as are necessary or appropriate for a complete determination of the compliance of such Real Unencumbered Borrowing Base Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, use and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance with, in all material respects, such orders expense of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will comply, and 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 Holdings 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, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental AuthoritiesProperty, except to the extent that Holdings any such generation, use, treatment, storage, release or disposal 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. (b) At the written request of the Agents or the Required Banks, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the sole expense of the Borrower, an environmental site assessment report concerning any Real Property owned or operated by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Agents, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with such Subsidiary is contesting Hazardous Materials on such order Real Property, provided that in good faith no event shall such request be made more often than once every two years for any particular Real Property unless either (i) the Obligations have been declared (or have become) due and by appropriate proceedings and payable pursuant to Section 10 or (ii) the Banks receive notice under Section 8.01(h) of any event for which adequate reserves have been established notice is required to be delivered for any such Real Property. If the Borrower fails to provide the same within 90 days after such request was made, the Agents may order the same, the cost of which shall be borne by the Borrower, and the Borrower shall grant and hereby grants to the extent required by GAAPAgents and the Banks and their agents access to such Real Property and specifically grants the Agents and the Banks an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment at any reasonable time upon reasonable notice to the Borrower, all at the sole and reasonable expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings The Company and its Subsidiary each Borrower will complyis, and will cause each of its Subsidiaries continue to complybe, in compliance with all Environmental Laws applicable federal, state and local environmental laws, regulations and ordinances governing its business, products, properties or assets with respect to all discharges into the ownershipground and surface water, lease emissions into the ambient air and generation, accumulation, storage, treatment, transportation, labeling or use disposal of all Real Property now waste materials or hereafter ownedprocessed by-products for which failure to comply could have an MAE, leased and neither the Company nor its Subsidiary is liable for any penalties, fines or operated by Holdings or forfeitures for failure to comply with any of its Subsidiariesthe foregoing, and will promptly pay or cause the failure to be paid all costs and expenses incurred in connection comply with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effectan MAE. All licenses, permits or registrations required for the business of the Company and its Subsidiary, as presently conducted and proposed to be conducted, under any federal, state or local environmental laws, regulations or ordinances have been secured (or application for, or application for transfer thereof, have been made) and each of the Company and its Subsidiary is in substantial compliance therewith. (b) Each No release, emission, or discharge into the environment of Holdings and each Borrower will keep or cause to be kepthazardous substances, as defined under the Comprehensive Environmental Response, Compensation, and will cause each Liability Act, as amended, or hazardous waste as defined under the Resource Conservation and Recovery Act, or air pollutants as defined under the Clean Air Act, or pollutants as defined under the Clean Water Act, is presently occurring or has in the past occurred on or from any property owned or leased by the Company or its Subsidiary in excess of its Subsidiaries to keep federal, state or cause to be keptlocal permitted releases or reportable quantities, all such Real Property free or other concentrations, standards or limitations under the foregoing laws or any state law governing the protection of health and clear of the environment or under any Liens imposed pursuant to such Environmental Laws other than Permitted Liensfederal, state, or local laws or regulations. (c) Neither Holdings the Company nor its Subsidiary has ever, except in accordance with applicable laws or regulations, (i) owned, occupied or operated a site or structure on or in which (to the Company's knowledge) any hazardous substance was or is stored, transported or disposed of, (ii) transported or arranged for the transportation of its Subsidiaries will generate, use, treat, store, any hazardous substance or (iii) caused or been held legally responsible for any release or dispose ofthreatened release of any hazardous substance, or permit the generationreceived notification from any federal, use, treatment, storage, state or other governmental authority of any release or disposal ofthreatened release, Hazardous Materials on or that it may be required to pay the costs or expenses incurred in connection with any Real Property now efforts to mitigate the environmental impact of any release or hereafter threatened release of any hazardous substance from any site or structure owned, leased occupied or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, and cause each of or its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPSubsidiary.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the U.S. Borrower will comply, and 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 Holdings the U.S. Borrower or any of its SubsidiariesMaterial Subsidiaries and (ii) to the extent required by Environmental Law, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings 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, of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the U.S. Borrower or any of its Subsidiaries Material Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except 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 ordinary course normal operation, use and maintenance of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effectthe business or operations of the U.S. Borrower or any of its Subsidiaries. (di) If required to do so under After the receipt by the Administrative Agent or any applicable order Lender of any Governmental Authoritynotice of the type described in Section 9.01(h), each of Holdings and the Company will undertake, and cause each (ii) at any time that U.S. Borrower or any of its Subsidiaries is not in compliance with Section 9.06(a) or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to undertakethe last paragraph of Section 11, the Borrowers will (in each case) provide, at the joint and several expense of the Borrowers and as is reasonably requested by the Administrative Agent, an environmental site assessment report concerning any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any relevant Real Property owned, leased or operated by Holdings the U.S. Borrower or any of its Subsidiaries Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any required removal or remedial action in accordance with, in all material respectsconnection with such Hazardous Materials on such Real Property. If the Borrowers fail to provide the same within 30 days after such request was made, the requirements Administrative Agent may order the same, the reasonable cost of all applicable Environmental Laws which shall be borne by the Borrowers, and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Borrowers shall and hereby do grant to the extent that Holdings or Administrative Agent and the Lenders and their respective agents reasonable access to such Subsidiary is contesting such order in good faith Real Property, and by appropriate proceedings specifically grant the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment at any reasonable time upon reasonable notice to the Borrowers, provided that such access and work shall not unreasonably interfere with normal operations of the Borrowers or any of them, all at the joint and several expense of the Borrowers.

Compliance with Environmental Laws. Without limitation Neither the Borrower nor the Trust will, nor will either of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and 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 Holdings or them permit any of its Subsidiaries, to do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for such quantities of Hazardous Substances as are appropriate for a retail shopping center and will promptly pay used in the ordinary course of business and in compliance in all material respects with all applicable Environmental Laws, (b) cause or cause permit to be paid located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances in any material amount which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all costs Environmental Laws); provided that with respect to the foregoing clauses (a)-(e), with respect to Real Estate other than the Unencumbered Borrowing Base Properties, the Borrower and expenses incurred in connection the Trust shall comply with such compliance, the foregoing except to the extent that such failure could not individually or in the aggregate have any material adverse effect upon the business or financial condition of the Borrower or the Trust. The Borrower shall: (i) such compliance with in the event of any change in Environmental Laws is being contested in good faith governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Unencumbered Borrowing Base Properties; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Unencumbered Borrowing Base Properties (including without limitation any such Release or disposal occurring prior to the acquisition of such Unencumbered Borrowing Base Properties by the Borrower), cause the prompt containment and by appropriate proceedings removal of such Hazardous Substances and for which adequate reserves have been established remediation of the Unencumbered Borrowing Base Properties to the extent required by GAAP and in full compliance with all applicable laws and regulations and to the reasonable satisfaction of the Majority Banks; provided, that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own environmental consultant to review the environmental assessments and the Borrower’s compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Unencumbered Borrowing Base Property, or that any of the Unencumbered Borrowing Base Properties is not in compliance with the Environmental Laws, the Agent may at its election (and will at the request of the Majority Banks) obtain such noncompliance is de minimus, environmental assessments of such Unencumbered Borrowing Base Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Unencumbered Borrowing Base Property and (ii) whether the use and operation of such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each Unencumbered Borrowing Base Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of Holdings such Unencumbered Borrowing Base Property including, without limitation, any and each Borrower will keep or cause to be keptall storage areas, storage tanks, drains, dry xxxxx and leaching areas, and will cause each the taking of its Subsidiaries to keep soil samples, as well as such other investigations or cause to be kept, all analyses as are necessary or appropriate for a complete determination of the compliance of such Real Unencumbered Borrowing Base Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, use and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance with, in all material respects, such orders expense of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complywill, and will cause each of its Subsidiaries to complyto, 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings could not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Neither the Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in material compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (dc) If To the extent required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings 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 of all Governmental Authorities, except to the extent that Holdings the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complywill, and 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 Holdings 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 compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause kept each of its Subsidiaries to keep or cause to be kept, all such Real Property Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws (other than Permitted Liens. (c) Liens arising from any cost or other obligation arising under Environmental Law that Holdings or such Subsidiary is contesting in good faith). Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property Mortgaged Vessel now or hereafter owned, leased owned or operated or occupied by Holdings or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than ports or Mortgaged Vessels except in compliance in all material respects with all applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertakeLaws. The Borrower will, 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 Holdings or any of its Subsidiaries maintain insurance on the 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 of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPother environmental pollution.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyThere are no actions, and will cause each of its Subsidiaries to complysuits, with all Environmental Laws applicable to the ownershipinvestigations, lease liabilities, inquiries, Proceedings or use of all Real Property now or hereafter owned, leased or operated by Holdings Orders involving Acquiror or any of its SubsidiariesSubsidiaries or any of their respective assets that are pending or, and will promptly pay to the Knowledge of Acquiror, threatened, nor to the Knowledge of Acquiror, is there any factual basis for any of the foregoing, as a result of any asserted failure of Acquiror or cause any of its Subsidiaries of, or any predecessor thereof, to comply with any Environmental Law. No environmental clearances or other governmental approvals are required for the conduct of the business of Acquiror or any of its Subsidiaries or the consummation of the Contemplated Transactions. To the Knowledge of Acquiror, neither Acquiror nor any of its Subsidiaries is the owner of any interest in real estate on which any substances have been generated, used, stored, deposited, treated, recycled or disposed of, which substances if known to be paid all costs and expenses incurred in connection with present on, at or under such complianceproperty, would require notification to any Regulatory Authority, clean up, removal or some other remedial action under any Environmental Law at such property or any impacted adjacent or down gradient property, except to the extent that (i) where such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance action would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be keptEffect on Acquiror. Except for any matters that have not had, and will cause each of its Subsidiaries would not reasonably be expected to keep have, individually 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of businessaggregate, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order Effect on Acquiror, Acquiror and each Subsidiary of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, Acquiror has complied in all material respects, the requirements of respects with all applicable Environmental Laws applicable to it and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPits business operations.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complyshall, and 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 or hereafter owned, leased or operated by Holdings or any of its SubsidiariesProperty, and will shall promptly pay, or cause its Subsidiaries to promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of kept the Borrower's or its Subsidiaries to keep or cause to be kept, Subsidiaries' interest in all such owned Real Property Properties free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) imposed in connection with their ownership or use. Neither Holdings 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, of Hazardous Materials on any Real Property now or hereafter ownedProperty, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property Property, other than in the normal course of business in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) law. If required to do so under any applicable directive or order of any Governmental Authoritygovernmental agency, each of Holdings and the Company will 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 Holdings the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements such orders and directives of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authoritiesgovernmental authorities, except to the extent that 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 GAAP; 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. Without limitation of the covenants contained in Section 6.076.7: (a) Each of Holdings and each the Borrower will complywill, and will cause each of its Subsidiaries to complyto, 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 Holdings or any of its Subsidiariesit, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings could not reasonably be expected to have a Material Adverse EffectEffect or result in liabilities (singly or in the aggregate) in excess of $7,500,000. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings such Credit Party or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in material compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (dc) If To the extent required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Credit Party 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 Holdings such Credit Party 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 of all Governmental Authorities, except to the extent that Holdings such Credit Party or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complywill, and will cause each of its Subsidiaries to complyto, 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 Holdings the Borrower or any of its SubsidiariesSubsidiaries (except to the extent non compliance is not reasonably likely to have a Material Adverse Effect), and will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings 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 Vessel or property now or hereafter owned, leased owned or operated or occupied by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the ordinary course operation, use and maintenance of businessany such property or otherwise in connection with their businesses. The Borrower will, except and will cause each of its Subsidiaries to, maintain insurance on the Vessels in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution. (b) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the Borrower’s sole cost and expense, an environmental assessment of any Vessel by such noncompliance as would Vessel’s classification society (to the extent such classification society is listed on Schedule VIII hereto) or another internationally recognized classification society acceptable to the Administrative Agent. If said classification society, in its assessment, indicates that such Vessel is not in compliance with the Environmental Laws, said society shall set forth potential costs of the remediation of such non-compliance; provided that, such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent or the Required Lenders reasonably and in good faith believe that the Borrower, any of its Subsidiaries or any such Vessel is not in compliance with Environmental Law and such non-compliance could reasonably be expected to have a Material Adverse Effect. , or (diii) If required circumstances exist that reasonably could be expected to do so under any applicable order form the basis of any Governmental Authority, each of Holdings and a material Environmental Claim against the Company 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 Holdings Borrower or any of its Subsidiaries in accordance with, in all material respectsor any such Vessel. If the Borrower fails to provide the same within 90 days after such request was made, the requirements of all applicable Environmental Laws Administrative Agent may order the same and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Borrower shall grant and hereby grants to the extent that Holdings or Administrative Agent and the Lenders and their agents access to such Subsidiary is contesting such order in good faith Vessel and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complynot, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport any tenants or permit other occupants of any of the transportation Real Estate, to do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Substances, except for small quantities of Hazardous Substances used in the ordinary course of businessbusiness and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) If required conduct any activity at any Real Estate or use any Real Estate in any manner so as to do so cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any applicable order other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Governmental AuthorityHazardous Substances (except in compliance with all Environmental Laws). The Borrower shall: (i) in the event of any change in Environmental Laws governing the assessment, each release or removal of Holdings Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Real Estate; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Real Estate (including without limitation any such Release or disposal occurring prior to the acquisition of such Real Estate by the Borrower or its Subsidiary), cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable laws and regulations and to the reasonable satisfaction of the Majority Banks; provided, that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own environmental engineer to review the environmental assessments and the Company Borrower's compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with the Environmental Laws, the Agent may at its election (and will undertakeat the request of the Majority Banks) obtain such environmental assessments of such Real Estate prepared by an environmental engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry wellx xxx leaching areas, and cause each the taking of its Subsidiaries to undertakesoil samples, any clean up, removal, remedial as well as such other investigations or other action analyses as are necessary to remove or appropriate for a complete determination of the compliance of such Real Estate and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of use and operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance with, in all material respects, such orders expense of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.076.08: (a) Each of Holdings and each Borrower will comply, and will cause each of its Subsidiaries to comply, comply with all Environmental Laws applicable to the ownership, lease or use of all Real Property real property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, except where the failure to so comply would not 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 compliancecompliance or related to any Environmental Liabilities, except to the extent that (i) such compliance with Environmental Laws is or Environmental Liabilities are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect.GAAP; (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property real property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens.which are not permitted under Section 7.01; (c) Neither Holdings nor any of its Subsidiaries will neither generate, use, treat, store, release or nor dispose of, or nor permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property real property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Subsidiaries or Subsidiaries, nor transport or permit the transportation of Hazardous Materials to or from any such Real Property real property other than in compliance with applicable Environmental Laws and in the ordinary course of businessbusiness in a manner not reasonably expected to result in any Environmental Liabilities, except for such noncompliance as would not have, and which would not be reasonably expected to have have, a Material Adverse Effect.; and (d) If if required to do so under any applicable order of any Governmental AuthorityAuthority or pursuant to any Environmental Law, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property real property owned, leased or operated by Holdings 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 of all Governmental Authorities, except to the extent that Holdings the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyThe Parent will, and 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 Holdings the Parent or any of its SubsidiariesBorrower and each Subsidiary Guarantor, and will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property Vessel or property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) 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 Holdings 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, Hazardous Materials on any Real Property Vessel or property now or hereafter owned, leased owned or operated or occupied by Holdings the Parent or Borrower or any of its Subsidiaries Subsidiary Guarantor, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than 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 property or otherwise in connection with their businesses or except to the extent the same could not, individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. The Parent will, and will cause Borrower and each Subsidiary Guarantor to, maintain insurance on the Vessels in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution. (db) If required At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to do so under any applicable order time, Borrower will provide, at Borrower’s sole cost and expense, an environmental assessment of any Governmental Authority, each of Holdings and the Company 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 Vessel by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except Vessel’s classification society (to the extent such classification society is listed on Schedule X hereto) or another internationally recognized classification society acceptable to the Administrative Agent. If said classification society, in its assessment, indicates that Holdings such Vessel is not in compliance with the Environmental Laws, said society shall set forth potential costs of the remediation of such non-compliance; provided that such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent or such Subsidiary is contesting such order the Required Lenders reasonably and in good faith believe that the Parent, Borrower or any Subsidiary Guarantor or any such Vessel is not in compliance with Environmental Law and by appropriate proceedings such non-compliance could 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 Parent, Borrower or any Subsidiary Guarantor or any such Vessel. If Borrower fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same and for which adequate reserves have been established the Parent shall grant and hereby grants to the extent required by GAAPAdministrative Agent and the Lenders and their agents access to such Vessel and specifically grants the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complypay, and 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 Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred by it in connection with such compliance, except to the extent that (i) such keeping in compliance with all Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusLaws, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each kept all Real Properties owned or operated by the Borrower or any of its Subsidiaries to 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. Laws; and (cb) Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, unless the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (a) or (b) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) . If required to do so under the Borrower or any applicable order of its Subsidiaries, or any tenant or occupant of any Governmental AuthorityReal Property, each cause or permit any intentional or unintentional act or omission resulting in the presence or Release of Holdings and any Hazardous Material (except in compliance with applicable Environmental Laws), the Company will 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 Holdings or except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided that neither the Borrower 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 of all Governmental Authorities, except shall be required to the extent that Holdings 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 in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complywill, and 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 Holdings 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 compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause kept each of its Subsidiaries to keep or cause to be kept, all such Real Property Mortgaged Vessel free and clear of any Liens imposed pursuant to such Environmental Laws (other than Permitted Liens. (c) Liens arising from any cost or other obligation arising under Environmental Law that Holdings or such Subsidiary is contesting in good faith). Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property Mortgaged Vessel now or hereafter owned, leased owned or operated or occupied by Holdings or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than ports or Mortgaged Vessels except in compliance in all material respects with all applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertakeLaws. The Borrower will, 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 Holdings or any of its Subsidiaries maintain insurance on the 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 of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPother environmental pollution.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (ai) Each of Holdings and each Borrower The Company will comply, and 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 Holdings the Company 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings neither the Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release storage or disposal of, Release of Hazardous Materials on on, at, under or from any Real Property now or hereafter owned, leased or operated by Holdings the Company or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except to the extent that the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (i) or (ii) above, either individually or in the ordinary course of businessaggregate taken together with any and all exceptions to the representations and warranties set forth in Section 6.17, except for such noncompliance as would could not reasonably be reasonably expected to result in liability under Environmental Law that could have a Material Adverse Effect. (d) . If required to do so under any applicable legally binding directive or order of any Governmental Authority, each of Holdings and the Company will 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 Holdings the 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 any Governmental AuthoritiesAuthority, except to the extent that Holdings (x) the 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 GAAPgenerally accepted accounting principles or (y) the failure to take any such action could not reasonably be expected to have a Material Adverse Effect. (b) At the written request of the Administrative Agent or the Required Lenders, at any time and from time to time as is reasonable after (i) the Obligations have become due and payable pursuant to Section 9 or (ii) the Lenders receive notice under Section 7.01(h) for any event for which notice is required to be delivered for any Real Property, the Company will provide, at its sole cost and expense, an environmental site assessment report of reasonable scope and expense concerning any relevant Real Property now or hereafter owned or operated by the Company or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any response or other corrective action addressing any Hazardous Materials on, at or emanating from such Real Property. If the Company fails to provide the same within 45 days after such request was made, the Administrative Agent may order the same, and the Company, to the extent the Company has the authority to do so, shall grant and hereby grants, to the Administrative Agent and the Lenders and their Administrative Agents, access to such Real Property and specifically grants the Administrative Agent and the Lenders an irrevocable nonexclusive license, subject to the rights of tenants, to undertake such an assessment, all at the sole joint and several expense of the Company.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (ai) Each of Holdings and each Borrower The Company will comply, and the 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 Holdings the Company 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings neither the 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, of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Company or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except to the extent that the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (i) or (ii) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not be reasonably expected likely to have a Material Adverse Effect. (d) . If required to do so under any applicable directive or order of any Governmental Authoritygovernmental agency, each of Holdings and the Company will agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the 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 Authoritiesgovernmental authorities, except to the extent that Holdings the 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 GAAP.

Compliance with Environmental Laws. Without limitation None of the covenants contained in Section 6.07: Borrowers or the Subsidiary Guarantors will do any of the following: (a) Each use any of Holdings the Collateral Properties or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of Borrower’s, a Subsidiary Guarantor’s or its tenants’ business and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Collateral Properties any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Collateral Properties except in material compliance with Environmental Laws, (d) conduct any activity at any Collateral Properties or use any Collateral Properties in any manner that would reasonably be expected to complycause a Release of Hazardous Substances on, upon or into the Collateral Properties or any surrounding properties which would reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable Laws), except, any such use, generation, conduct or other activity described in clauses (a) to the ownership, lease or use (e) of all Real Property now or hereafter owned, leased or operated by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance this §8.6 would not reasonably be expected to have a Material Adverse Effect.. The Borrowers and the Subsidiary Guarantors shall: (bi) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in the event of any Liens imposed pursuant to such change in applicable Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, storegoverning the assessment, release or dispose ofremoval of Hazardous Substances, or permit the generationtake all reasonable action as required by such Laws, use, treatment, storage, release and (ii) if any Release or disposal ofof Hazardous Substances which Borrowers or the Subsidiary Guarantors are legally obligated to contain, Hazardous Materials correct or otherwise remediate shall occur or shall have occurred on any Real Collateral Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from (including without limitation any such Real Release or disposal occurring prior to the acquisition or leasing of such Collateral Property other than by the Borrowers or the Subsidiary Guarantors), the relevant Borrower or Subsidiary Guarantor shall, after obtaining knowledge thereof, cause the performance of actions required by applicable Environmental Laws at the Collateral Property in material compliance with all applicable Environmental Laws; provided, that each of the Borrowers and the Subsidiary Guarantors shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage such event to the reasonable satisfaction of the Agent or has taken and is diligently pursuing a challenge to any such alleged legal obligation through appropriate administrative or judicial proceedings. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, the Agent may at its election (and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Collateral Properties prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at any such Collateral Property in a quantity or condition that is required to be contained, corrected or otherwise remediated by the owner or operator of the Collateral Property pursuant to applicable Environmental Laws and in (ii) whether the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order use and operation of any Governmental Authority, each of Holdings and the Company 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 such Collateral Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in complies with all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable and objective grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred at or from any Collateral Property which the owner or operator of such property would be obligated to contain, correct or otherwise remediate pursuant to applicable Environmental Laws, or that any of the Collateral Property is not in compliance with Environmental Laws to the extent required by the Loan Documents, Borrowers or the Subsidiary Guarantor shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Collateral Property prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at such Collateral Property and (ii) whether the use and operation of such Collateral Property complies with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Collateral Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Collateral Property and the use and operation thereof with all applicable Environmental Laws. All reasonable expenses of environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrowers and the Subsidiary Guarantors.

Compliance with Environmental Laws. Without limitation Neither the Borrower nor the Guarantors will, nor will any of them permit any of its respective Subsidiaries or any other Person to, do any of the covenants contained in Section 6.07: following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to material liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all Environmental Laws applicable Laws), except, with respect to the ownershipany Real Estate other than Unencumbered Asset Pool Properties where any such use, lease generation, conduct or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, other activity has not had and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect.. The Borrower shall: (bi) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in the event of any Liens imposed pursuant to such change in Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, storegoverning the assessment, release or dispose ofremoval of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or permit ever were Released or disposed of on any Unencumbered Asset Pool Properties in violation of the generation, use, treatment, storage, release applicable Environmental Law as so changed; and (ii) if any Release or disposal ofof Hazardous Substances which any Person may be legally obligated to contain, Hazardous Materials correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Real Unencumbered Asset Pool Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from (including without limitation any such Real Release or disposal occurring prior to the acquisition or leasing of such Unencumbered Asset Pool Property other than by the Borrower), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Unencumbered Asset Pool Property in full compliance with all applicable Environmental Laws; provided, that the Borrower shall be deemed to be in compliance with applicable Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Agent and no action shall have been commenced by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. At any time after an Event of Default shall have occurred and is continuing hereunder the Agent may at its election (and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Unencumbered Asset Pool Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the ordinary course of business, except for soil or water at or adjacent to any such noncompliance as would not be reasonably expected to have a Material Adverse Effect. Unencumbered Asset Pool Property and (dii) If required to do so under any applicable order whether the use and operation of any Governmental Authority, each of Holdings and the Company 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 such Unencumbered Asset Pool Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in complies with all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Unencumbered Asset Pool Property, or that any of the Unencumbered Asset Pool Properties is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Unencumbered Asset Pool Property prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Unencumbered Asset Pool Property at levels that would require remediation under applicable Environmental Law and (ii) whether the use and operation of such Unencumbered Asset Pool Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Unencumbered Asset Pool Property including, without limitation, any and all storage areas, storage tanks, drains, dry wxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Unencumbered Asset Pool Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower The Parent will comply, and will cause each of its Subsidiaries to comply, with all Environmental Laws applicable and permits required under Environmental Law to the ownership, lease conduct its business or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceoperations, except to for such noncompliances as could not, either individually or in the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusaggregate, and (ii) such noncompliance would not reasonably be expected to have result in a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) . Neither Holdings the Parent 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 Holdings the Parent or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at, to or from any such Properties in compliance with applicable all Environmental Laws and or as could not, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have result in a Material Adverse Effect. (db) If required to do so under an Event of Default has occurred and is continuing, the Parent, the Borrower and each other Subsidiary will provide, upon the request of the Administrative Agent, and at the sole expense of the Parent, the Borrower and the other Subsidiaries, a Phase I environmental site assessment report concerning any applicable order Mortgaged Property, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any Governmental Authorityremoval or remedial action in connection with such Hazardous Materials. If the Parent, each of Holdings the Borrower and the Company will undertakeother Subsidiaries fail to provide the same within 30 days after the request was made, the Administrative Agent may order the same, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respectsthe Parent, the requirements of all applicable Environmental Laws Borrower and in accordance with, in all material respects, such orders of all Governmental Authorities, except the other Subsidiaries hereby grant to the extent that Holdings or Administrative Agent and the Lenders and their agents access to such Subsidiary is contesting such order in good faith Mortgaged Property and by appropriate proceedings specifically grant the Administrative Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the sole expense of the Parent, the Borrower and each other Subsidiary.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.076.06: (a) Each of Holdings and each The Borrower will complycomply in all material respects, and will cause each of its Restricted Subsidiaries to complycomply in all material respects, with all Environmental Laws applicable to the its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Restricted Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings is not reasonably be expected likely to have a Material Adverse Effect. (b) Each of Holdings and each The Borrower will keep or cause to be kept, and will cause each of its Restricted Subsidiaries to keep or cause to be kept, all such Real Property now or hereafter owned by the Borrower or any of its Restricted Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings the Borrower nor any of its Restricted Subsidiaries will generate, use, treat, store, release store or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Release Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Borrower or any of its Restricted Subsidiaries or transport or permit the transportation arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would is not be reasonably expected likely to have a Material Adverse Effect. (d) If required to do so under any applicable order of issued under any Environmental Law by any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Restricted Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Borrower or any of its Restricted Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings the Borrower or such Restricted Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each Except as set forth in Section 2.19 of Holdings and each Borrower will comply, and 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 Holdings 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 to the extent that COFI Disclosure Schedule: (i) such compliance to the best knowledge of COFI and Charter One Bank, the operations of COFI and each of the COFI Subsidiaries comply in all material respects with all applicable past and present Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (as defined below); (ii) to the best knowledge of COFI and Charter One Bank, none of the operations of COFI or any COFI Subsidiary, no assets presently or formerly owned or leased by COFI or any COFI Subsidiary and no Mortgaged Premises (as defined below) or a Participating Facility (as defined below) are subject to any judicial or administrative proceedings alleging the violation of any past or present Environmental Law, nor are they the subject of any claims alleging damages to health or property, pursuant to which COFI, any COFI Subsidiary or any owner of a Mortgaged Premises or a Participating Facility would be liable in law or equity; (iii) none of the operations of COFI or any COFI Subsidiary, no assets presently owned or, to the best knowledge of COFI and Charter One Bank, formerly owned by COFI or any COFI Subsidiary, and, to the best knowledge of COFI and Charter One Bank, no Mortgaged Premises or Participating Facility are the subject of any federal, state or local investigation evaluating whether any remedial action is needed to respond to a release or threatened release of any Hazardous Substance (as defined below), or any other substance into the environment, nor has COFI or any COFI Subsidiary, or, to the best knowledge of COFI and Charter One Bank, any owner of a Mortgaged Premises or Participating Facility been directed to conduct such noncompliance would not reasonably be expected investigation, formally or informally, by any governmental agency, nor have any of them agreed with any governmental agency or private person to have conduct any such investigation; and (iv) neither COFI or any COFI Subsidiary, nor, to the best knowledge of COFI and Charter One Bank, any owner of a Material Adverse EffectMortgaged Premises or a Participating Facility has filed any notice under any Environmental Law indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance, or any other substance into the environment. (b) Each For purposes of Holdings and this Section, "Mortgaged Premises" shall mean each Borrower will keep (i) real property interest (including without limitation any fee or cause leasehold interest) which is encumbered or affected by any mortgage, deed of trust, deed to be kept, and will cause each of its Subsidiaries secure debt or other similar document or instrument granting to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings party hereto or any of its Subsidiaries a lien on or transport or permit the transportation of Hazardous Materials to or from security interest in such real property interest and (ii) any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial real property interest upon which is situated assets or other action necessary property affected or encumbered by any document or instrument granting to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings party hereto or any of its Subsidiaries a lien thereon or security interest therein; provided, however, that the term "Mortgaged Premises" shall not include one- to four-unit, single-family residences, and in accordance withthe case of COFI and the COFI Subsidiaries, any real property interest securing a loan with a principal balance of less than one million dollars, and in all material respectsthe case of RCSB and the RCSB Subsidiaries, any real property interest securing a loan with a principal balance of less than five hundred thousand dollars. For purposes of this Section, "Participating Facility" means any property in which any party hereto or any of its Subsidiaries participates in the requirements management of all applicable such property and, where the context requires, includes the owner or operator of such property. For purposes of this Agreement, "Hazardous Substance" has the meaning set forth in Section 9601 of the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C.A., Section 9601 et seq., and also includes any substance now or hereafter regulated by or subject to any Environmental Laws (as defined below) and in accordance withany other pollutant, in contaminant, or waste, including without limitation, petroleum, asbestos, fiberglass, radon, and polychlorinated biphenyls. For purposes of this Agreement, "Environmental Laws" means all material respectslaws (civil or common), such ordinances, rules, regulations, guidelines, and orders that: (i) regulate air, water, soil, and solid waste management, including the generation, release, containment, storage, handling, transportation, disposition, or management of all Governmental Authoritiesany Hazardous Substance; (ii) regulate or prescribe requirements for air, except water, or soil quality; (iii) are intended to protect public health or the extent that Holdings environment; or such Subsidiary is contesting such order in good faith and by appropriate proceedings and (iv) establish liability for which adequate reserves have been established to the extent required by GAAPinvestigation, removal, or cleanup of, or damage caused by, any Hazardous Substance.

Compliance with Environmental Laws. Without limitation Grantor represents and warrants to Lender that: (1) During the period of Grantor’s ownership of the covenants contained Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in Section 6.07: writing, (a) Each any breach or violation of Holdings and each Borrower will complyany Environmental Laws, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep any use, generation, manufacture, storage, treatment, disposal, release or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear threatened release of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) Neither Holdings any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of its Subsidiaries will the Property shall use, generate, usemanufacture, store, treat, storedispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such inspections and tests, at Grantor’s expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor’s due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breech of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or dispose of, threatened release occurring prior to Grantor’s ownership 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 Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and interest in the ordinary course Property, whether or not the same was or should have been known to Grantor. The provisions of businessthis section of the Mortgage, except for such noncompliance as would including the obligation to indemnify and defend, shall survive the payment of the indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order affected by Lender’s acquisition of any Governmental Authorityinterest in the Property, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial whether by foreclosure or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPotherwise.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Parent Borrower will complywill, and will cause each of its Restricted Subsidiaries to complyto, comply with all Environmental Laws applicable to the its ownership, lease or use of all Real Property now or hereafter owned, leased or operated operated, by Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect.it; (b) Each of Holdings and each the Parent Borrower will keep or cause to be kept, and will cause each of its Restricted Subsidiaries to 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.; (c) Neither Holdings except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Parent 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 Holdings the Credit Parties or any of its their Restricted Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Laws; and (d) except as would not, individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertakeParent Borrower will, and will cause each of its Restricted Subsidiaries to undertaketo, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Parent Borrower or any of its Subsidiaries Restricted Subsidiaries, in each case in accordance with, in all material respects, with the requirements of all applicable Environmental Laws applicable to the Parent Borrower and its Restricted Subsidiaries and in accordance with, in all material respects, such with lawful orders of all Governmental Authorities, except to the extent that Holdings the Parent Borrower or such Restricted Subsidiary is contesting such order in good faith (as reasonably determined by management of the Parent Borrower) and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPproceedings.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07:8.7 hereof, (a) Each of Holdings and each The Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings is not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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 Liensthat are not permitted under Section 9.3. (c) Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not have, and that would not be reasonably expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings 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 of all Governmental Authorities, except to the extent that Holdings the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP. (e) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time after the Lenders receive notice under Section 8.1(g) for any Environmental Claim involving potential expenditures by the Borrower or any of its Subsidiaries in excess of $500,000 in the aggregate for any Real Property, the Borrower will provide, at its sole cost and expense, an environmental site assessment report concerning any such Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or a remedial action in connection with any Hazardous Materials on such Real Property. If the Borrower fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same, and the Borrower shall grant and hereby grants, to the Administrative Agent and the Lenders and their agents, access to such Real Property and specifically grants the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (ai) Each of Holdings and each The Borrower will comply, and 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property and vessels free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 vessels owned, leased or operated by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the ordinary course of business of the Borrower and its Subsidiaries and as allowed by (and in compliance 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, have not had, and could 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 other than 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 and in Laws), the ordinary course of business, except for such noncompliance as would not be reasonably expected Borrower agrees to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will 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 Holdings 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 of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPa Material Adverse Effect.

Compliance with Environmental Laws. Without limitation Each of the covenants contained in Section 6.07: Borrowers will not, and will not permit any of its Restricted Subsidiaries or any tenants or other occupants of any of the Real Estate, to do any of the following: (a) Each use any of Holdings and each Borrower will comply, and 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 Holdings Estate or any portion thereof as a facility for the handling, processing, storage or disposal of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceHazardous Substances, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation small quantities of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Substances used in the ordinary course of businessbusiness and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) If required conduct any activity at any Real Estate or use any Real Estate in any manner so as to do so cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any applicable order other Environmental Law, or (e)directly or indirectly transport or arrange for the transport of any Governmental AuthorityHazardous Substances (except in compliance with all Environmental Laws). The Borrowers shall: (i) in the event of any change in Environmental Laws governing the assessment, each release or removal of Holdings Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrowers) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Real Estate; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Real Estate (including without limitation any such Release or disposal occurring prior to the acquisition of such Real Estate by a Borrower or its Restricted Subsidiary), cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable laws and regulations and to the satisfaction of the Majority Lenders; provided, that the Borrowers shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Majority Lenders and no action shall have been commenced by any enforcement agency. The Majority Lenders may engage their own Environmental Engineer to review the environmental assessments and the Company Borrowers’ compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with the Environmental Laws, the Agent may at its election (and will undertakeat the request of the Majority Lenders) obtain such environmental assessments of such Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and cause each the taking of its Subsidiaries to undertakesoil samples, any clean up, removal, remedial as well as such other investigations or other action analyses as are necessary to remove or appropriate for a complete determination of the compliance of such Real Estate and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of use and operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance withexpense of the Borrowers. The Agent may, in but shall never be obligated to remove or cause the removal of any Hazardous Substances from the Real Estate (or if removal is prohibited by any Environmental Law, take or cause the taking of such other action as is required by any Environmental Law) if the Borrowers fail to comply with their obligation hereunder with respect thereto (without limitation of the Agent’s or the Majority Lenders rights to declare a default under any of the Loan Documents and to exercise all material respects, such orders of all Governmental Authorities, except rights and remedies available by reason thereof); and the Agent and its designees are hereby granted access to the extent that Holdings Real Estate at any time or times, upon reasonable notice, and a license which is coupled with an interest and irrevocable, to remove or cause such Subsidiary is contesting removal or to take or cause the taking of any such order other action. All costs, including, without limitation, the reasonable costs incurred by the Agent in good faith taking the foregoing action, damages, liabilities, losses, claims, expenses (including attorneys’ fees and disbursements) which are incurred by appropriate proceedings and for which adequate reserves have been established the Agent, as the result of the Borrowers’ failure to comply with the provisions of this §8.6, shall be paid by the Borrowers to the extent required Agent upon demand by GAAPthe Agent and shall be additional obligations secured by the Security Documents.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will comply, and will cause each of its Subsidiaries to comply, with in all material respects with, and not incur material liability under, all Environmental Laws applicable to the ownership, lease business or operations of the Borrower or any of its Subsidiaries or to the ownership or use of all the Real Property now or hereafter owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all reasonable costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusliability, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any material Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings Laws. None of 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 Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or knowingly permit the transportation of Hazardous Materials to or from any such Real Property other than except for Hazardous Materials used or stored at any such Real Properties in compliance in all material respects with applicable all Environmental Laws and reasonably required in connection with the ordinary course operation, use and maintenance of business, except for any such noncompliance as would not be reasonably expected to have a Material Adverse EffectReal Property. (db) If required to do so under any applicable order In the event of any Governmental Authority, each of Holdings circumstances requiring notice to the Agents and the Company Banks under Section 8.01(i), the Borrower will undertake, and will cause each of its Subsidiaries to, take appropriate steps to undertakeinitiate and expeditiously complete any and all investigative, any clean upcompliance, removalresponsive, remedial or corrective and other action necessary required under any Environmental Law to remove mitigate and clean up eliminate any violation or liability giving rise to such notice requirement and shall keep the Administrative Agent apprised of such action. (c) At the written request of the Administrative Agent or the Required Banks, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the Borrower's sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned or operated by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent which approval shall not be unreasonably withheld or delayed, indicating status of compliance with Environmental Laws and the presence or absence of Hazardous Materials and the estimated cost of any compliance, investigation, removal or remedial action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided that such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent reasonably believes that the Borrower or any such Real Property ownedis not in material compliance with any material Environmental Law, leased or operated by Holdings (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 Property. If the Borrower fails to provide the same within 30 days after such request was made (or within such longer period as the Administrative Agent may approve in accordance withwriting, in all material respectssuch approval not to be unreasonably withheld), the requirements of all applicable Environmental Laws Administrative Agent may order the same, and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Borrower shall grant and hereby grants to the extent that Holdings or Administrative Agent and the Banks and their agents access to such Subsidiary is contesting such order in good faith Real Property and by appropriate proceedings specifically grants the Administrative Agent and for which adequate reserves have been established the Banks an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrower's expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07:section 8.7 hereof, (a) Each of Holdings and each The Borrower will comply, and 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 Holdings 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 EXCEPT to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) an adverse outcome in such noncompliance would proceedings is not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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 Lienswhich are not permitted under section 9.3. (c) Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not have, and which would not be reasonably expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authoritygovernmental agency, each of Holdings and the Company Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings 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 of all Governmental Authoritiesgovernmental authorities, except to the extent that Holdings the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP. (e) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time after the Lenders receive notice under section 8.1

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each Neither Borrower nor any of Holdings the Restricted Subsidiaries has received any notices of claims or potential liability under, or notices of failure to comply with, any applicable Environmental Laws, where such claims and each Borrower will complyliabilities under, and will cause each of its Subsidiaries failures to complycomply with, with all Environmental Laws applicable such statutes, regulations, rules, ordinances, laws or licenses, is reasonably likely to result in penalties, fines, claims or other liabilities to the ownershipBorrowers and the Restricted Subsidiaries in amounts that would have a Material Adverse Effect, lease either individually or use in the aggregate. (b) Neither Borrower nor any of all Real Property now the Restricted Subsidiaries has received any notice of violation, or hereafter ownednotice of any action, leased either judicial or operated administrative, from any Governmental Authority relating to the actual or alleged violation of any Environmental Law, including, without limitation, any notice of any actual or alleged spill, leak, or other release of any Hazardous Substances, waste or hazardous waste by Holdings a Borrower or any of the Restricted Subsidiaries or its employees or agents, or as to the existence of any contamination on any properties owned by a Borrower or any of the Restricted Subsidiaries, and will promptly pay where any such violation, spill, leak, release or cause contamination is reasonably likely to be paid all costs and expenses incurred result in connection with such compliancepenalties, except fines, claims or other liabilities to a Borrower or any Restricted Subsidiary in amounts that would have a Material Adverse Effect, either individually or in the aggregate. Neither Borrower nor any of the Restricted Subsidiaries, nor, to the extent knowledge of Borrower, any other Person, has caused any spill, leak or other release of any Hazardous Substance, has generated, treated, stored or transported any Hazardous Substance, or has taken any action or failed to take any action in violation of any Environmental Law, that is reasonably likely to result in penalties, fines, claims or other liabilities to a Borrower or any Restricted Subsidiary in amounts that would have a Material Adverse Effect, either individually or in the aggregate. (c) The Borrowers and the Restricted Subsidiaries have obtained all necessary governmental permits, licenses and approvals for the operations conducted on their respective properties, including without limitation, all required material permits, licenses and approvals for (i) such compliance with Environmental Laws is being contested in good faith the emission of air pollutants or contaminants, (ii) the treatment or pretreatment and by appropriate proceedings discharge of waste water or storm water, (iii) the treatment, storage, disposal or generation of hazardous wastes, (iv) the withdrawal and for which adequate reserves have been established to the extent required by GAAP usage of ground water or such noncompliance is de minimussurface water, and (iiv) the disposal of solid wastes, in any such noncompliance would not case where the failure to have such license, permit or approval is reasonably be expected likely to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation The Borrower will not, and will not permit Walden or any of theix xxxxective Subsidiaries to, do any of the covenants contained in Section 6.07: following: (a) Each use any of Holdings and each Borrower will comply, and 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 Holdings Estate or any portion thereof as a facility for the handling, processing, storage or disposal of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceHazardous Substances, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation small quantities of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Substances used in the ordinary course of businessbusiness and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) If required conduct any activity at any Real Estate or use any Real Estate in any manner so as to do so cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any applicable order other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Governmental AuthorityHazardous Substances (except in compliance with all Environmental Laws). The Borrower shall: (i) in the event of any change in Environmental Laws governing the assessment, each release or removal of Holdings and Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the Company will undertakeconducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Real Estate; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Real Estate of the Borrower, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings Walden or any of its theix xxxxective Subsidiaries (including without limitation any such Release or disposal occurring prior to the acquisition of such Real Estate by such Person) cause the prompt containment and removal of such Hazardous Substances and remediation of such Real Estate in accordance withfull compliance with all applicable laws and regulations and to the satisfaction of the Majority Banks; provided, that the Borrower shall be deemed to be in all material respectscompliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own environmental engineer to review the environmental assessments and the Borrower's compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with the Environmental Laws, the requirements Agent may at its election (and will at the request of the Majority Banks) obtain such environmental assessments of such Real Estate prepared by an environmental engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching arxxx, and the taking of soil samples, as well as such other investigations or analyses as are necessary or appropriate for a complete determination of the compliance of such Real Estate and the use and operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance with, in all material respects, such orders expense of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each To the best knowledge of Holdings Midwest, and except as set forth in Schedule 2.18 of the Disclosure Schedule of Midwest: (i) the operations of Midwest and each Borrower will comply, and will cause each of its the Midwest Subsidiaries to comply, comply in all material respects with all applicable Environmental Laws applicable Laws; (ii) none of the operations of Midwest or the Midwest Subsidiaries, no assets presently or formerly owned or leased by Midwest or the Midwest Subsidiaries and, no Mortgaged Premises or Participating Facility (as defined below) are subject to any judicial or administrative proceedings alleging the ownershipviolation of any past or present Environmental Law, lease nor are they the subject of any claims alleging damages to health or use property, pursuant to which Midwest, any of all Real Property now the Midwest Subsidiaries or hereafter owned, leased any owner of a Mortgaged Premises or operated by Holdings a Participating Facility would be liable in law or equity; (iii) none of the operations of Midwest or any of its the Midwest Subsidiaries, and will promptly pay no assets presently owned or cause formerly owned by Midwest or any of the Midwest Subsidiaries, and, no Mortgaged Premises or a Participating Facility are the subject of any federal, state or local investigation evaluating whether any remedial action is needed to be paid all costs and expenses incurred in connection respond to a release or threatened release of any Hazardous Substance, or any other substance into the environment, nor has Midwest or any of the Midwest Subsidiaries, or any owner of a Mortgaged Premises or a Participating Facility been directed to conduct such investigation, formally or informally, by any governmental agency, nor have any of them agreed with any governmental agency or private person to conduct any such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, investigation; and (iiiv) such noncompliance would not reasonably be expected to have neither Midwest nor any of the Midwest Subsidiaries, nor any owner of a Material Adverse EffectMortgaged Premises or a Participating Facility has filed any notice under any Environmental Law indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance, or any other substance into the environment. (b) Each To the best knowledge of Holdings and each Borrower will keep or cause to be keptMidwest, and will cause each except as set forth in Schedule 2.18 of its Subsidiaries the Disclosure Schedule of Midwest, with respect to keep or cause to be kept, all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (i) the real estate owned (other than Permitted LiensOREO) or leased by Midwest or any of the Midwest Subsidiaries; (ii) OREO presently or formerly held by Midwest or any of the Midwest Subsidiaries; and (iii) any real estate formerly owned (other than OREO) or leased by Midwest or any of the Midwest Subsidiaries (the “Midwest Premises”): (x) no part of the Midwest Premises has been used for the generation, manufacture, handling, storage, or disposal of Hazardous Substances; (y) the Midwest Premises do not contain, and have never contained, an underground storage tank; and (z) the Midwest Premises do not contain and are not contaminated by any quantity of a Hazardous Substance from any source. (c) Neither Holdings nor For purposes of this Agreement, “Hazardous Substance” has the meaning set forth in Section 9601 of the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C.A., §9601 et seq., and also includes any of its Subsidiaries will generatesubstance now or hereafter regulated by or subject to any Environmental Laws (as defined below) and any other pollutant, use, treat, store, release or dispose ofcontaminant, or permit waste, including petroleum, asbestos, fiberglass, radon, and polychlorinated biphenyls. For purposes of this Agreement, “Environmental Laws” means all laws (civil or common), ordinances, rules, regulations, guidelines, and orders that: (i) regulate air, water, soil, and solid waste management, including the generation, userelease, treatmentcontainment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any Table of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.Contents

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each 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 Holdings 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither Holdings 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 Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except to the extent that the failure to comply with the requirements specified in compliance with applicable Environmental Laws and clause (i) or (ii) above, either individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) . If required to do so under any applicable directive or order of any Governmental Authoritygovernmental agency, each of Holdings and the Company will 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 Holdings 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 Authoritiesgovernmental authorities, except to the extent that 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 GAAPgenerally accepted accounting principles.

Compliance with Environmental Laws. Without limitation Neither the Borrower nor Parent will, nor will either of them permit any of its respective Subsidiaries or any other Person to, do any of the covenants contained in Section 6.07: following: (a) Each use any of Holdings the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for small quantities of Hazardous Substances used in the ordinary course of business and each Borrower will complyin material compliance with all applicable Environmental Laws, and will (b) cause each or permit to be located on any of its Subsidiaries the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance with Environmental Laws, (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 use any Real Estate in any manner that could reasonably be contemplated to complycause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws applicable Laws), except, with respect to the ownershipany Real Estate other than a Subject Property, lease where any such use, generation, conduct or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, other activity has not had and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect.. The Borrower shall, and shall cause the Subsidiary Guarantors and the Unencumbered Property Subsidiaries to: (bi) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in the event of any Liens imposed pursuant to such change in Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, storegoverning the assessment, release or dispose ofremoval of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or permit ever were Released or disposed of on the generation, use, treatment, storage, release Subject Properties in violation of applicable Environmental Laws; and (ii) if any Release or disposal ofof Hazardous Substances which any Person may be legally obligated to contain, Hazardous Materials correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on the Subject Properties (including without limitation any Real such Release or disposal occurring prior to the acquisition or leasing of such Subject Property now or hereafter owned, leased or operated by Holdings the Borrower or any Unencumbered Property Subsidiary), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of its such Hazardous Substances and remediation of the Subject Property in full compliance with all applicable Environmental Laws; provided, that each of the Borrower, the Subsidiary Guarantors and the Unencumbered Property Subsidiaries or transport or permit the transportation of Hazardous Materials shall be deemed to or from any such Real Property other than be in compliance with applicable Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the reasonable satisfaction of the Agent and no action shall have been commenced by any enforcement agency. The Agent may engage its own environmental consultant to review the environmental assessments and the compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder the Agent may at its election (and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Subject Properties prepared by an environmental consultant reasonably acceptable to the Agent as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the ordinary course of business, except for soil or water at or adjacent to any such noncompliance as would not be reasonably expected to have a Material Adverse Effect. Subject Property and (dii) If required to do so under any applicable order whether the use and operation of any Governmental Authority, each of Holdings and the Company 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 such Subject Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in complies with all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Subject Property, or that any of the Subject Property is not in compliance with Environmental Laws to the extent required by the Loan Documents, Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Subject Property prepared by an environmental consultant reasonably acceptable to the Agent as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Subject Property and (ii) whether the use and operation of such Subject Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Subject Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Subject Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of Notwithstanding, and in addition to, the covenants contained in Section 6.07section 10.7 hereof: (a) Each of Holdings and each Borrower will complyThe Borrowers will, and will cause each of its the Subsidiaries to complyto, (i) comply in all respects with all Environmental Laws applicable to the ownership, lease or use of all Real Property and personal property now or hereafter owned, leased or operated by Holdings a 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; provided, except however, that a failure to the extent that (i) comply with such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or shall not constitute a breach of this section 10.8(a) if such noncompliance is de minimus, and (ii) such noncompliance would could not reasonably be expected to have a Material Adverse Effect. ; and (bii) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Lienswhich are not permitted under section 11.3. (cb) Neither Holdings nor Without limitation of the foregoing, if a Borrower or any of its Subsidiaries will shall generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings a Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than Property, any such action shall be effected in compliance with applicable all Environmental Laws and in the ordinary course applicable thereto; provided, however, a failure of business, except for any such action to comply with such Environmental Laws shall not constitute a breach of this section 10.8(b) if such noncompliance as would could not reasonably be reasonably expected to have a Material Adverse Effect. (dc) If required to do so under any applicable order of any Governmental Authoritygovernmental agency, each of Holdings and the Company Borrowers will undertake, and cause each of its the Subsidiaries to undertakeundertake or cause, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings a 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 orders of all Governmental Authoritiesgovernmental authorities, except to the extent that Holdings such Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP; provided, however, that a failure to so clean-up, remove, remediate or take such action necessary to remove and clean up such Hazardous Materials shall not constitute a breach of this section 10.8(c) if such failure could not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower The Borrowers will comply, and will cause each of its their respective 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 Holdings Furniture Brands or any of its Subsidiaries, and will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens on such Real Property imposed pursuant to such Environmental Laws other than Permitted Laws; provided that, none of Furniture Brands nor any of its Subsidiaries shall be required to remove any such Liens. (c) Neither Holdings , so long as the aggregate amount of obligations purported to be secured by such Liens does not exceed $1,000,000, and such Liens are being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with generally accepted accounting principles. None of Furniture Brands 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 Holdings Furniture Brands or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than except for Hazardous Materials used or stored at any such Real Properties in material compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and reasonably required in accordance withconnection with the operation, use and maintenance of any such Real Property. (b) At the written request of the Administrative Agent or the Required Banks, which request shall specify in all reasonable detail the basis therefor, at any time and from time to time, the Borrowers will provide, at the Borrowers' joint and several cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned or operated by Furniture Brands or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with any Hazardous Materials on such Real Property; provided, that such request may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent reasonably believes that Furniture Brands, any of its Subsidiaries or any such Real Property is not in material respectscompliance with Environmental Law, or (iii) circumstances exist that reasonably could be expected to form the basis of a material Environmental Claim against Furniture Brands, any of its Subsidiaries or any such orders of all Governmental AuthoritiesReal Property. If the Borrowers fail to provide the same within 90 days after such request was made, except the Administrative Agent may order the same, and the Borrowers shall grant and hereby grant to the extent that Holdings or Administrative Agent and the Banks and their agents access to such Subsidiary is contesting such order in good faith Real Property and by appropriate proceedings specifically grant the Administrative Agent and for which adequate reserves have been established the Banks an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Borrowers' joint and several expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and 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 operation of all Real Property, facilities and Oil and Gas Property now or hereafter owned, leased or operated by Holdings 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 for which Holdings or its Subsidiaries are legally obligated that are incurred in connection with such compliance, except and will keep or cause to be kept all such Real Property, facilities and Oil and Gas Properties free and clear of any Liens imposed pursuant to such Environmental Laws. Holdings and its Subsidiaries will generate, use, treat, store, Release and dispose of, and will cause the extent that (i) generation, use, treatment, storage, Release and disposal of Hazardous Materials on any Real Property, facilities or Oil and Gas Properties now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and transport or cause the transportation of Hazardous Materials to or from any such Real Property, facilities or Oil and Gas Properties in compliance with all applicable Environmental Laws is being contested Laws, except for such Hazardous Materials generated, used, treated, stored, Released and disposed of at any such Real Properties, facilities or Oil and Gas Properties in good faith and by appropriate proceedings and for which adequate reserves have been established to connection with or arising out of the extent required by GAAP business or such noncompliance is de minimusoperations of Holdings or any of its Subsidiaries as would not, and (ii) such noncompliance would not either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep Upon (i) the receipt by the Administrative Agent or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear any Lender of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. notice from the Borrower of the type described in Section 7.01(j), (cii) Neither a reasonable determination that Holdings nor or any of its Subsidiaries are not in compliance with Section 7.06(a) or (iii) the exercise by the Administrative Agent or the Lenders of any of the remedies pursuant to the penultimate paragraph of Section 9, each of Holdings and the Borrower will generate, use, treat, store, release or dispose of(in each case) collectively, or permit if either Holdings or the generationBorrower so desire, useindividually, treatmentprovide, storageupon the request of the Administrative Agent at the sole expense of Holdings and the Borrower, release or disposal ofas applicable, Hazardous Materials on an environmental site assessment report concerning any Real Property now or hereafter facilities owned, leased or operated by Holdings or any of its Subsidiaries Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to by the Administrative Agent, indicating, as the circumstances may dictate, the presence or transport or permit the transportation absence of Hazardous Materials to and the potential cost of any removal or from any remedial action in connection with such Hazardous Materials on such Real Property other than in compliance with applicable Environmental Laws or facilities. If either Holdings or the Borrower fails to provide the same within 30 days after such request was made, the Administrative Agent may order the same, the cost of which shall be borne by the non-responsive Credit Party; and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertakeBorrower shall grant and hereby grants to the Administrative Agent and the Lenders and their respective agents access to such Real Property or facilities and specifically grant the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment at any reasonable time upon reasonable notice to Holdings and cause the Borrower, all at the sole expense of each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove Holdings and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the covenants contained Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lxxxxx in Section 6.07: writing, (a) Each any breach or violation of Holdings any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and each Borrower will comply(3) Except as previously disclosed to and acknowledged by Lxxxxx in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and will local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lxxxxx and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lxxxxx's acquisition of any interest in the Property, whether by foreclosure or otherwise. Without otherwise limiting Grantor's covenants as provided herein, Grantor shall not without Lender's prior written consent, remove or permit the removal of sand, gravel or topsoil, or engage in borrow pit operations, or use or permit the use of the Property as a land fill or dump, or store, burn or bury or permit the storage, burning or burying of any material or product which may result in contamination of the Property or the groundwater or which may require the issuance of a permit by the Environmental Protection Agency or any state or local government agency governing the issuance of hazardous or toxic waste permits, or request or permit a change in zoning or land use classification, or cut or remove or suffer the cutting or removal of any trees or timber from the Property. At its sole cost and expense, Grantor shall comply with and shall cause each all occupants of its Subsidiaries the Property to comply, comply with all Environmental Laws applicable with respect to the ownershipdisposal of industrial refuse or waste, lease or use and/or the discharge, processing, manufacture, generation, treatment, removal, transportation, storage and handling of all Real Property now or hereafter owned, leased or operated by Holdings or any of its SubsidiariesHazardous Substances, and will promptly pay immediately when due the cost of removal of any such wastes or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimussubstances from, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real the Property free and clear of any Liens lien imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor laws, rules, regulations and orders. Grantor shall not install or permit to be installed in or on the Property, friable asbestos or any of its Subsidiaries will generatesubstance containing asbestos and deemed hazardous by federal, usestate or local laws, treatrules, store, release regulations or dispose of, orders respecting such material. Grantor shall further not install or permit the generationinstallation of any machinery, use, treatment, storage, release equipment or disposal of, Hazardous Materials fixtures containing polychlorinated biphemyls (PCBs) on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit in the transportation of Hazardous Materials Property. With respect to or from any such Real Property other than material or materials currently present in compliance or on the Property, Grantor shall promptly comply with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws regarding the safe removal thereof, at Grantor's expense. Grantor shall indemnify and defend Lxxxxx and hold Lender harmless from and against all loss, cost, damage and expense (including, without limitation, attorneys' fees and costs incurred in accordance the investigation, defense and settlement of claims) that Lender may incur as a result of or in connection with the assertion against Lender of any claim relating to the presence or removal of any Hazardous Substance, or compliance with any Environmental Law. No notice from any governmental body has ever been served upon Grantor or, to Grantor's knowledge after due inquiry, upon any prior owner of the Property, claiming a violation of or under any Environmental Law or concerning the environmental state, condition or quality of the Property, or the use thereof, or requiring or calling attention to the need for any work, repairs, construction, removal, cleanup, alterations, demolition, renovation or installation on, or in connection with, the Property in order to comply with any Environmental Law; and upon receipt of any such notice, Grantor shall take any and all material respectssteps, such orders of and shall perform any and all Governmental Authoritiesactions necessary or appropriate to comply with the same, except at Grantor's expense. In the event Grantor fails to the extent that Holdings or such Subsidiary is contesting such order do so, Lxxxxx may declare this Mortgage to be in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPdefault.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will comply, and 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 its Real Property now or hereafter owned, leased or operated by Holdings or any of its Restricted Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, usein each case except such noncompliances and non-payments as could not, treat, store, release either individually 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 Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (di) If required to do so under After the receipt by the Administrative Agent or any applicable order Lender of any Governmental Authoritynotice of the type described in Section 8.01(g), (ii) at any time that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 8.06(a) or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to the last paragraph of Section 10.01, Holdings and the Borrower will (in each case) provide, at the sole expense of Holdings and the Company will undertakeBorrower, and cause each upon the reasonable request of its Subsidiaries to undertakethe Administrative Agent, an environmental site assessment report concerning any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any relevant Real Property owned, leased or operated by Holdings the Borrower or any of its Subsidiaries Restricted Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in accordance with, in all material respectsconnection with such Hazardous Materials on such Real Property. If Holdings and the Borrower fail to provide the same within 30 days after such request was made, the requirements Administrative Agent may order the same, the cost of all applicable Environmental Laws which shall be borne by Holdings and in accordance withthe Borrower, in all material respects, such orders of all Governmental Authorities, except and Holdings and the Borrower shall grant and hereby grant to the extent that Administrative Agent and the Lenders and their respective agents access to such Real Property and specifically grant the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment at any reasonable time upon reasonable notice to Holdings or such Subsidiary is contesting such order in good faith the Borrower, all at the sole expense of Holdings and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complywill, and will cause each of its Subsidiaries to complyto, comply in all material respects with all Environmental Laws applicable to the ownership, lease ownership or use of all Real Property any Collateral Vessel or property now or hereafter owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid within a reasonable time period all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property Collateral Vessel or property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings 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 or from any Real Property Collateral Vessel or property now or hereafter owned, leased owned or operated or occupied by Holdings the Borrower or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than ports or property except in material compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and as reasonably required by the trade in accordance withconnection with the operation, use and maintenance of any such property or otherwise in connection with their businesses. (b) The Borrower will, and will cause each other Credit Party to, ensure that any scrapping of a Collateral Vessel carried out while such Collateral Vessel is owned and controlled by the Borrower or such other Credit Party shall be conducted in compliance with Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance) and the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009, in all material respectseach case, as supplemented with future guidelines in connection with such orders of all Governmental Authoritiesregulation or convention, except as applicable. Each Collateral Vessel Owner shall use reasonable efforts to obtain and to maintain a green passport notification (based on the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and IHM) for which adequate reserves have been established to the extent required by GAAPCollateral Vessels from an Acceptable Classification Society.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyPESCO will, and 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 Holdings PESCO 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither Holdings 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, of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by Holdings PESCO or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of businessProperty, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 generated, used, treated, stored, Released or disposed of at any such Real Property owned, leased or operated by Holdings 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 maintenance of all Governmental Authorities, except the business or operations of PESCO or any of its Subsidiaries. Notwithstanding anything to the extent that Holdings contrary contained herein, it will not be a violation of this covenant if any noncompliance (x) would not, individually or in the aggregate, reasonably be expected to have a material adverse affect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of PESCO or the Borrower and its Subsidiaries taken as a whole or (y) is being contested in good faith by PESCO or such Subsidiary is contesting such order in good faith and by through appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPare being diligently prosecuted.

Compliance with Environmental Laws. Without limitation of the covenants contained in limiting Section 6.076.08: (a) Each of Holdings and each Borrower will comply, and will cause each of its Subsidiaries to comply, comply with all Environmental Laws applicable to the ownership, lease or use of all Real Property real property now or hereafter owned, leased or operated by Holdings Holdings, the Borrower or any of its their Subsidiaries, except where the failure to so comply would not 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 compliancecompliance or related to any Environmental Liabilities, except to the extent that (i) such compliance with Environmental Laws is or Environmental Liabilities are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect.GAAP; (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property real property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens.which are not permitted under Section 7.01; (c) Neither Holdings nor any of its Subsidiaries will neither generate, use, treat, store, release or nor dispose of, or nor permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property real property now or hereafter owned, leased or operated by Holdings Holdings, the Borrower or any of its Subsidiaries or their Subsidiaries, nor transport or permit the transportation of Hazardous Materials to or from any such Real Property real property other than in compliance with applicable Environmental Laws and in the ordinary course of businessbusiness in a manner not reasonably expected to result in any Environmental Liabilities, except for such noncompliance as would not have, and which would not be reasonably expected to have have, a Material Adverse Effect.; and (d) If if required to do so under any applicable order of any Governmental AuthorityAuthority or pursuant to any Environmental Law, each of Holdings and the Company will undertake, and cause each of its Subsidiaries to undertake, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property real property owned, leased or operated by Holdings Holdings, the Borrower or any of its their Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings Holdings, the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower will complyThe Parent will, and 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 Holdings the Parent or any of its Subsidiaries, and will promptly within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance, compliance (except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusfaith), and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property Collateral Vessels or Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Holdings nor 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. 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, Hazardous Materials on any Real Property Collateral Vessel or Vessel or property now or hereafter owned, leased owned or operated or occupied by Holdings or the Parent, any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than 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 property or otherwise in connection with their businesses or except to the extent the same could not, individually or in the ordinary course of businessaggregate, except for such noncompliance as would not reasonably be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company will undertake. The Parent will, and will cause each of its Subsidiaries to undertaketo, maintain insurance on the Collateral Vessels and any other Vessel in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution. (b) At the written request of the Facility Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, the Parent or the Borrower will provide, at the Parent or the Borrower’s sole cost and expense, an environmental assessment of any Collateral Vessel by an Acceptable Classification Society. If said classification society, in its assessment, indicates that such Collateral Vessel is not in compliance with the Environmental Laws, said society shall set forth potential costs of the remediation of such non-compliance; provided that such request for an assessment may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Facility Agent or the Required Lenders reasonably and in good faith believe that the Parent, any clean upof its Subsidiaries or any such Collateral Vessel is not in compliance with Environmental Law and such non-compliance could reasonably be expected to have a Material Adverse Effect, removal, remedial or other action necessary (iii) the Facility Agent or the Required Lenders reasonably and in good faith believe that circumstances exist that reasonably could be expected to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings form the basis of a material Environmental Claim against the Parent or any of its Subsidiaries in accordance with, in all material respectsor any such Collateral Vessel. If the Parent or the Borrower fails to provide the same within 90 days after such request was made, the requirements of all applicable Environmental Laws Facility Agent may order the same and in accordance with, in all material respects, such orders of all Governmental Authorities, except the Parent or the Borrower shall grant and hereby grants to the extent that Holdings or Facility Agent and the Lenders and their agents reasonable access to such Subsidiary is contesting such order in good faith Collateral Vessel and by appropriate proceedings specifically grants the Facility Agent and for which adequate reserves have been established the Lenders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to undertake such an assessment, all at the Parent or the Borrower’s expense.

Compliance with Environmental Laws. Without Borrower will not, and will not permit any other Person to, do any of the following: (a) use the Mortgaged Property or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on the Mortgaged Property any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on the Mortgaged Property except in full compliance with Environmental Laws, (d) conduct any activity at the Mortgaged Property or use the Mortgaged Property in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the Mortgaged Property or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws). Borrower shall: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Mortgaged Property in violation of applicable Environmental Laws; and (ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on the Mortgaged Property (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of the Mortgaged Property by Borrower), Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgaged Property in full compliance with all applicable Environmental Laws; provided, that Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Agent and no action shall have been commenced by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained in Section 6.07: herein. At any time after an Event of Default shall have occurred hereunder the Agent may at its election (a) Each of Holdings and each Borrower will comply, and will cause each at the request of its Subsidiaries the Required Lenders) obtain such environmental assessments of the Mortgaged Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to comply, the Mortgaged Property and (ii) whether the use and operation of the Mortgaged Property complies with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP the Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable and objective grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such noncompliance is de minimusPerson to liability may have occurred, and (ii) such noncompliance would not reasonably be expected relating to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose ofthe Mortgaged Property, or permit that the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Mortgaged Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than is not in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as would not be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents, Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of the Mortgaged Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to the Mortgaged Property and (ii) whether the use and operation of the Mortgaged Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of the Mortgaged Property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of the Mortgaged Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of Borrower.

Compliance with Environmental Laws. Without limitation Borrower shall not cause or permit any of Borrower Subsidiaries to do any of the covenants contained in Section 6.07: following: (a) Each use any of Holdings the Collateral Properties or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of such Borrower’s or its tenants’ business and each Borrower will comply, and will cause each of its Subsidiaries to comply, in material compliance with all applicable Environmental Laws applicable Laws, (b) cause or permit to be located on any of the ownershipCollateral Properties any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, lease (c) generate any Hazardous Substances on any of the Collateral Properties except in material compliance with Environmental Laws, (d) conduct any activity at any Collateral Properties or use any Collateral Properties in any manner that would reasonably be likely to cause a Release of all Real Property now Hazardous Substances on, upon or hereafter owned, leased or operated by Holdings into the Collateral Properties or any surrounding properties which would reasonably be likely to give rise to material liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of its Subsidiaries, and will promptly pay or cause to be paid any Hazardous Substances (except in compliance with all costs and expenses incurred material Environmental Laws) in connection with any Collateral Properties, except, any such complianceuse, except generation, conduct or other activity described in clauses (a) to the extent that (ie) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance of this §8.6 would not reasonably be expected likely to have a Material Adverse Effect.. Borrower shall cause and take all actions to ensure that Borrower Subsidiaries shall: (bi) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all such Real Property free and clear in the event of any Liens imposed pursuant to such change in applicable Environmental Laws other than Permitted Liens. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, storegoverning the assessment, 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 Holdings or any of its Subsidiaries or transport or permit the transportation removal of Hazardous Materials Substances with respect to or from any Collateral Property, take all reasonable action as required by such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as a manner that would not reasonably be reasonably expected likely to have a Material Adverse Effect., and (dii) If required if any Release or disposal of Hazardous Substances which Borrower Subsidiaries are legally obligated to do so under contain, correct or otherwise remediate shall occur or shall have occurred on any applicable order Collateral Property (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of any Governmental Authority, each of Holdings and such Collateral Property by the Company 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 Holdings or any of its Subsidiaries in accordance with, in all material respectsBorrower), the requirements relevant Borrower Subsidiary shall, after obtaining knowledge thereof, cause the performance of actions required by applicable Environmental Laws at the Collateral Property in material compliance with all applicable Environmental Laws and in accordance witha manner that would not reasonably be likely to have a Material Adverse Effect; provided, that each of the Borrower and Borrower Subsidiaries shall be deemed to be in all material respects, compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage such orders of all Governmental Authorities, except event to the extent that Holdings reasonable satisfaction of the Agent or has taken and is diligently pursuing a challenge to any such Subsidiary is contesting such order in good faith and by alleged legal obligation through appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPadministrative or judicial proceedings.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each Borrower Credit Party will comply, and will cause each of its Subsidiaries to complycomply 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 Holdings such Credit Party 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusGAAP, and (ii) the reasonably likely outcome in such noncompliance would proceedings could not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower Credit Party will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Credit Parties or any of its their Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance in all material respects with applicable Environmental Laws and in the ordinary course of business, except to the extent that any noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and the reasonably likely outcome in such noncompliance as would proceedings could not reasonably be reasonably expected to have a Material Adverse Effect. (d) If required to do so under any applicable order of any Governmental Authority, each of Holdings and the Company Credit Party will undertake, and cause each of its Subsidiaries to undertake, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings the Credit Parties 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 of all Governmental Authorities, except to the extent that Holdings such Credit Party or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and the reasonably likely outcome in such proceedings could not reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: (a) Each of Holdings and each The Borrower will complynot, and 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 Holdings or not permit any of its Subsidiaries, and will promptly pay to do any of the following: (a) use any of the Real Estate or cause to be paid all costs and expenses incurred in connection with such complianceany portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation small quantities of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Substances used in the ordinary course of businessbusiness and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws). The Borrower shall: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent owner of real property to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to determine whether Hazardous Substances were ever Released or disposed of on the Real Estate; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Real Estate (including without limitation any such Release or disposal occurring prior to the acquisition of such Real Estate by the Borrower), cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable laws and regulations and to the satisfaction of the Majority Banks; PROVIDED, that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance as would to the satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own environmental engineer to review the environmental assessments and the Borrower's compliance with the covenants contained herein, the cost of which shall be borne by the Borrower. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with the Environmental Laws, and, unless such Real Estate is an Unencumbered Operating Property, that such Release, threatened Release or noncompliance may be reasonably expected to have a Material Adverse Effect. material adverse effect on the Borrower as determined by the Agent in the exercise of its sole discretion, the Agent may at its election (dand will at the request of the Majority Banks excluding the Agent) If required obtain such environmental assessments of such Real Estate prepared by an environmental engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to do so under such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any applicable order of any Governmental Authorityand all storage areas, each of Holdings storage tanks, drains, dry xxxxx and leaching areas, and the Company will undertaketaking of soil samples, as well as such other investigations or analyses as are necessary or appropriate for a complete determination of the compliance of such Real Estate and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove the use and clean up any Hazardous Materials from any Real Property owned, leased or operated by Holdings or any of its Subsidiaries in accordance with, in all material respects, the requirements of operation thereof with all applicable Environmental Laws Laws. All such environmental assessments shall be at the sole cost and in accordance with, in all material respects, such orders expense of all Governmental Authorities, except to the extent that Holdings or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07section 8.7 hereof: (a) Each of Holdings and each Borrower will complyThe Company will, and will cause each of its Subsidiaries to to, (i) 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 Holdings the Company 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 to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimusas would not have, and which would not be reasonably expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Company to perform its obligations under any Credit Document; and (ii) such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Lienswhich are not permitted under section 9.3. (cb) Neither Holdings nor Without limitation of the foregoing, if the Company or any of its Subsidiaries will shall generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings the Company or any of its Subsidiaries Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Property, any such action shall be effected only in the ordinary course of businessbusiness and in any event in compliance, in all material respects, with all Environmental Laws applicable thereto, except for such noncompliance as would not have, and which would not be reasonably expected to have have, a Material Adverse EffectEffect or a material adverse effect on the ability of the Company to perform its obligations under any Credit Document. (dc) If required to do so under any applicable order of any Governmental Authoritygovernmental agency, each of Holdings and the Company 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 Holdings the 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 of all Governmental Authoritiesgovernmental authorities, except (i) to the extent that Holdings the Company or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, or (ii) for such noncompliance as would not have, and which would not be reasonably expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Company to perform its obligations under any Credit Document.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07: Neither Borrower nor any Restricted Subsidiary (a) Each of Holdings and each Borrower will complynor any Unrestricted Subsidiary, and 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 Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with if such compliance, except to the extent that (i) such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP or such noncompliance is de minimus, and (ii) such noncompliance would not violation hereof could reasonably be expected to have result in a Material Adverse Effect. liability of such Unrestricted Subsidiary in excess of $1,000,000) will do any of the following: (ba) Each of Holdings and each Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to 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. (c) Neither Holdings nor use any of its Subsidiaries will generateproperty as a facility for the handling, useprocessing, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release storage or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and Substances, except for quantities of Hazardous Substances used in the ordinary course of businessbusiness and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of its property any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of its property except as generated in the ordinary course of business and in material compliance with Environmental Laws, (d) cause a Release of Hazardous Substances on, upon or into any of its property which give rise to liability under CERCLA or any other Environmental Law, or (e) transport or arrange for the transport of any Hazardous Substances (except as required in the ordinary course of business and in material compliance with all Environmental Laws), and any such noncompliance failure to comply with any of the foregoing clauses (a) through (e) shall continue unremedied for a period of thirty (30) days. If Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary, if such Release could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000) causes or permits any Release of Hazardous Substances in violation of Environmental Laws to occur, Borrower or such Subsidiary shall cause the prompt containment and removal of such Hazardous Substances and remediation of the Eligible Asset in material compliance with all applicable Environmental Laws. At any time after and during the continuation of an Event of Default, at any time that Agent or the Required Lenders shall have reasonable grounds to believe that a Release of Hazardous Substances may have occurred relating to any property of Borrower or its Restricted Subsidiaries (or any Unrestricted Subsidiaries, if such Release could reasonably be expected to result in a liability of such Unrestricted Subsidiary in excess of $1,000,000), Agent may at its election (and will at the request of the Required Lenders) obtain such assessments, including, without limitation, environmental assessments of such property prepared by an Environmental Engineer as would not may be reasonably expected to necessary for the purpose of evaluating or confirming whether any Hazardous Substances have been Released by Borrower or any such Subsidiary on such property, which Release will result in a Material Adverse Effect. . Such assessments may include detailed visual inspections of such property including, without limitation, any and all storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the taking of soil or other samples, as well as such other investigations or analyses as are reasonably necessary for a determination of whether such Release results in a Material Adverse Effect. All reasonable costs related to such environmental assessments shall be at the sole cost and expense of Borrower. At any time after and during the continuation of an Event of Default, Agent may, but shall never be obligated to, remove or cause the removal of any Hazardous Substances which are in violation of any Environmental Law from Borrower’s or any Restricted Subsidiary’s property (d) If or if removal is prohibited by any Environmental Law or any other applicable law, physical restriction or other reason, take or cause the taking of such other action as is required to do so under cause such property to be in material compliance with any applicable order Environmental Law) if Borrower or any Restricted Subsidiary fails to materially comply with its obligations hereunder with respect thereto; and Agent and its designees are hereby granted access to such property at any reasonable time or times, upon reasonable notice, to remove or cause such removal or to take or cause the taking of any Governmental Authoritysuch other action. All costs, each including, without limitation, the reasonable costs incurred by Agent in taking the foregoing action, damages, liabilities, losses, claims, expenses (including attorneys’ fees and disbursements) which are incurred by Agent, as the result of Holdings and the Company 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 Holdings Borrower’s or any Restricted Subsidiary’s failure to comply with the provisions of its Subsidiaries in accordance withthis §8.5, in all material respects, shall be paid by Borrower or such applicable Restricted Subsidiary to Agent upon demand by Agent and shall be additional obligations secured by the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental AuthoritiesSecurity Documents, except for costs resulting from or related to the extent that Holdings Agent’s gross negligence or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPwillful misconduct.