Common use of Compliance with Environmental Laws Clause in Contracts

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.066.07: (a) The Each of Holdings and each Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 GAAPGAAP or such noncompliance is de minimus, and an adverse outcome in (ii) such proceedings is noncompliance would not reasonably likely be expected to have a Material Adverse Effect. (b) The 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 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, each of Holdings and the Borrower 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 the Borrower 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 the Borrower 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 6.066.07: (a) The Borrower Each Credit Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse outcome in such proceedings is or where non-compliance would not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower Each Credit Party will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to applicable Environmental Laws other than Permitted Liens. (c) Neither the Borrower No Credit Party nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Restricted Subsidiaries or transport or arrange for transport 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 is which adequate reserves have been established to the extent required by GAAP, or where non-compliance would not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any binding and applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower each 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 the Borrower 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 the Borrower 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 6.06: (a) The Borrower ActaMed is in compliance with all applicable environmental Regulations applicable to the ActaMed Business with respect to all discharges into the ground and surface water, emissions into the ambient air and generation, accumulation, storage, treatment, recycling, transportation, labeling or disposal of waste materials or process by-products, except violations which, either individually or 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 the 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 comply not have a Material Adverse Effect, and ActaMed is in compliance therewith in all material respects. (b) No release, emission or discharge into the environment of hazardous 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, by ActaMed has occurred or is presently occurring on or from any property owned or leased by ActaMed in excess of its Subsidiaries to comply 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 (then or now applicable, as the case may be) other than such releases, emissions or discharges, either individually or in all material respectsthe aggregate, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is would not reasonably likely to have a Material Adverse Effect. (bc) The Borrower will keep To its knowledge, ActaMed has never (1) owned, occupied or cause to be keptoperated a site or structure on or in which any hazardous substance was or is stored, and will cause each transported or disposed of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear in violation of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release environmental Regulations at such time as such site or dispose of Hazardous Materials on any Real Property now or hereafter structure was owned, leased occupied or operated by ActaMed or at any other time, or (2) transported or arranged for the Borrower or transportation of any of its Subsidiaries or transport or arrange for transport 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 is violations as, either individually or in the aggregate, would not reasonably likely 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 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 issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 Borrowers shall comply with and shall cause all of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectstheir respective employees, and will cause each of its Subsidiaries agents, invitees or sublessees to comply in all material respects, with all Environmental Laws applicable with respect to its the disposal of industrial refuse or their ownershipwaste, 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 the Borrower or any of its Subsidiariestoxic wastes and substances, and will promptly pay immediately when due the cost of removal of any such waste or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPsubstances from, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries properties free and clear of any Liens 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 comply with any such citations, compliance orders or Environmental Laws other than Permitted Liens. (c) Neither the requiring either such Borrower nor any of its Subsidiaries will generateto remove, use, treat, store, Release treat or dispose of Hazardous Materials on such hazardous materials, wastes or conditions at the sole expense of such Borrower, to provide Bank with satisfactory evidence of such compliance; provided, however, that nothing contained herein shall preclude Borrowers from contesting any Real Property such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith, and Bank's security interest in any such property affected thereby (or the priority thereof) is not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, Borrowers (i) release and waive any present or future claims against Bank for indemnity or contribution in the event either Borrower becomes liable for remediation costs under and Environmental Laws, and (ii) agree to defend, indemnify and hold harmless Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or hereafter ownedin the future (whether before or after the termination of this Agreement) be paid, leased incurred, or operated 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 Borrower 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, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or transport not caused by or arrange for transport within the 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 is not reasonably likely to have a Material Adverse Effectthis Agreement. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 To the Sellers’ knowledge as of the covenants contained Closing Date, and except as set forth in the applicable subsection of Section 6.069.10 of the Disclosure Schedule: (a) The Borrower will comply in Section 9.10(a) of the Disclosure Schedule describes with expiration dates, all material respects, and will cause each of its Subsidiaries Environmental Permits issued by or received from Governmental Authorities (including local sewerage districts) relating to comply in all material respects, with all Environmental Laws applicable or Hazardous Substances which are held by the Sellers and the Subsidiaries and which relate to its or their ownership, lease or use of all the Real Property now or hereafter owned, leased or operated by the Borrower or any 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 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 an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse EffectReal Property. (b) The Borrower will keep Environmental Permits are in full force and effect and constitute all permits, licenses, approvals and consents relating to Environmental Laws or cause Hazardous Substances required of the Sellers and/or the Subsidiaries for the conduct of the Business and the use of the Real Property (as presently conducted and used by Xxxxxxx Polymer and the Subsidiaries). (c) The Sellers and the Subsidiaries have filed all reports, returns and other filings required to be kept, and will cause each of its Subsidiaries filed with respect to keep or cause to be kept, all the Real Property now or hereafter owned 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 Borrower 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 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 owned, or during the period in which the Sellers or any of its Subsidiaries free and clear occupied, the Owned Real Property: (i) there has been no material release or threatened release of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. Hazardous Substance from the Owned Real Property; and (cii) Neither there are no materials containing asbestos or PCBs on the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Owned Real Property now or hereafter owned, leased or operated by the Borrower or any in violation of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse EffectLaws. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.066.07: (a) The Parent and each Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by 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 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, and or an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 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 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 the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Parent or any of its Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower 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 the Borrower 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 the Borrower 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 6.06:8.7 hereof, (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is would not have, and that would not be reasonably likely expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Restricted Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by 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 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 an adverse outcome in or to the extent that the failure to take such proceedings is actions would not reasonably likely be expected to have a Material Adverse Effect. (b) 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 Real Property now or hereafter owned by the Borrower or any of its Restricted Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Restricted Subsidiaries will generate, use, treat, store, store or Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the 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 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 (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 of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectsParent will, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws and permits applicable to its to, or their 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 the Borrower 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by kept the Borrower or any of its Subsidiaries Collateral Rigs free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of 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 operated occupied by the Borrower Parent or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 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, except for if such noncompliance as is non-compliance would not reasonably likely be expected to have a Material Adverse Effect. (db) If required to do so under any applicable order issued under any Environmental Law by any Governmental AuthorityAt the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, the Borrower will undertakeprovide, 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 threatened Release of Hazardous Materials, and 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 undertake, form the basis of a material Environmental Claim against any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower Credit Party or any Collateral Rig, or (iii) with regard to any Subsidiary of its Subsidiaries in accordance withthe Parent which is not a Credit Party or with regard to a Rig which is not a Collateral Rig, in all material respectscircumstances exist that reasonably would be expected to have a Material Adverse Effect. 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 Administrative Agent and the Borrower or 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 6.066.07: (a) The Borrower Each Credit Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse the reasonably likely outcome in such proceedings is could not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower Each 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 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 the Borrower No Credit Party nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Subsidiaries or transport or arrange for transport 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 is proceedings could not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower each 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 the Borrower 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 the Borrower 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 6.06: (a) The Borrower will comply in all material respectsComply, and will cause each all tenants or other occupants of its Subsidiaries any of the Properties to comply in all material respects, 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 its generate, store, handle, process, dispose of or their ownershipotherwise use Hazardous Materials in, lease 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 Agent 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, 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 the Borrower or any of its SubsidiariesCompany, (i) conduct and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except deliver to the extent that such compliance with Agent and the Lenders, an Environmental Laws is being contested in good faith and Site Assessment prepared by appropriate proceedings and for which adequate reserves have been established an environmental consulting firm of national reputation reasonably satisfactory to the extent required by GAAPAgent, together with a letter from such firm to the Agent authorizing the Agent and an adverse outcome in the Lenders to rely thereon, or (ii) prepare and deliver to the Agent and the Lenders true and accurate responses to the Agent's Environmental Questionnaire as to such proceedings is not reasonably likely Property. Each Environmental Site Assessment and completed Environmental Questionnaire shall be, to have a Material Adverse Effect. (b) The Borrower will keep or cause to be keptthe best of the Borrower's knowledge, true and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, 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 the Borrower 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 6.06: (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respectsrespects with, with and not incur material liability under, all Environmental Laws applicable to the business or operations of the Borrower or any of its Subsidiaries or their ownership, lease to the ownership or use of all the Real Property now or hereafter owned, leased owned or operated by 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 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 GAAPliability, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any material Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Laws. None of 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 the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse EffectReal Property. (db) If required In the event of any circumstances requiring notice to do so the Agents and the Banks under any applicable order issued under any Environmental Law by any Governmental AuthoritySection 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 Hazardous Materials 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 owned, leased now or hereafter owned or operated by the Borrower or any of its Subsidiaries in accordance withSubsidiaries, in all material respectsprepared by an environmental consulting firm approved by the Administrative Agent which approval shall not be unreasonably withheld or delayed, the requirements indicating status of all applicable 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 accordance withconnection with any Hazardous Materials on, in all material respectsat, under or emanating from such orders Real Property; provided that such request may be made only if (i) there has occurred and is continuing an Event of all Governmental AuthoritiesDefault, except to (ii) the extent Administrative Agent reasonably believes that the Borrower or any such Subsidiary Real Property is contesting not in material compliance with any material Environmental Law, or (iii) circumstances exist that reasonably could be expected to form the basis of a material Environmental Claim against the Borrower or any of its Subsidiaries or any such Real 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 writing, such approval not to be unreasonably withheld), the Administrative Agent may order in good faith the same, and by appropriate proceedings the Borrower shall grant and for which adequate reserves have been established hereby grants to the extent required by GAAPAdministrative Agent and the Banks and their agents access to such Real Property and specifically grants the Administrative Agent and the Banks 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 6.06: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property any Vessel or property now or hereafter owned, leased owned or operated by 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept all such Vessel or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses. The Borrower will, 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 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 (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 transport or arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in Vessel. If the ordinary course of business, except for Borrower fails to provide the same within 90 days after such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityrequest was made, the Borrower will undertake, 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 the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws shall grant and in accordance with, in all material respects, such orders of all Governmental Authorities, except hereby grants to the extent that Administrative Agent and the Borrower or 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 6.06: (a) The Borrower will comply in all material respectsParent will, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws and permits applicable to its to, or their 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 the Borrower 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries other facilities free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower Parent or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 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 likely 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 issued under any form the basis of a material Environmental Law by any Governmental Authority, Claim against the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower 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 Administrative Agent and the Borrower or 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 6.066.07: (a) The Borrower Each Credit Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse the reasonably likely outcome in such proceedings is could not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower Each 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 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 the Borrower No Credit Party nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Subsidiaries or transport or arrange for transport 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 is proceedings could not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower each 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 the Borrower 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 the Borrower 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 6.06: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property any Vessel or property now or hereafter owned, leased owned or operated by 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept all such Vessels or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses. The Borrower will, 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 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 (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 transport or arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in Vessel. If the ordinary course of business, except for Borrower fails to provide the same within 90 days after such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityrequest was made, the Borrower will undertake, 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 the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws shall grant and in accordance with, in all material respects, such orders of all Governmental Authorities, except hereby grants to the extent that Administrative Agent and the Borrower or 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 6.06: (a) The Borrower will comply in all material respectsHoldings will, and will cause each of its Subsidiaries to, 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, respects with all Mortgaged permits issued pursuant to Environmental Laws applicable to its to, or their ownershiprequired by, lease the ownership or use of all Real Property any Mortgaged Vessel now or hereafter owned, leased operated or operated occupied by the Borrower or any of its SubsidiariesSubsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will promptly pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliance, compliance (except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause kept each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries such 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Laws. The Borrower will undertakewill, and will cause each of its Subsidiaries to undertaketo, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by maintain insurance on the Borrower or any of its Subsidiaries Mortgaged Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPother environmental pollution.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply Conduct their business in compliance with all material respectsapplicable Environmental Laws, including those relating to the generation, handling, use, storage, and will cause each disposal of its Subsidiaries any Hazardous Materials and take prompt and appropriate action to comply in all material respects, with all Environmental Laws applicable respond to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such non-compliance with Environmental Laws is being contested in good faith Laws, Release or threatened Release of any Hazardous Materials or Environmental Liability and by appropriate proceedings and for which adequate reserves have been established shall regularly report to the extent required by GAAP, and an adverse outcome in Administrative Agent on such proceedings is not reasonably likely to have a Material Adverse Effectresponse. (b) The Borrower will keep or cause Submit to be keptthe Administrative Agent and the Lenders annually, commencing on the first anniversary of the Closing Date, and will cause on each anniversary thereafter, an update of its Subsidiaries to keep the status of each material environmental compliance or cause to be kept, all Real Property now liability issue (including any Release or hereafter owned threatened Release of any Hazardous Materials). The Administrative Agent or any Lender may request copies of technical reports prepared by or on behalf of the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant communications with any Governmental Authority to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by determine whether the Borrower or any of its Subsidiaries is proceeding reasonably to correct, cure or transport contest in good faith any alleged non-compliance or arrange Environmental Liability. The Borrower shall, at the Administrative Agent’s or the Required Lenders’ reasonable request and at the Borrower’s expense, (i) retain an independent environmental consultant acceptable to the Administrative Agent to evaluate, including tests if appropriate, the non-compliance or Environmental Liability or alleged non-compliance or Environmental Liability and prepare and deliver to the Administrative Agent, in sufficient quantity for transport distribution by the Administrative Agent to the Lenders, a report setting forth the results of Hazardous Materials such evaluation, a proposed plan for responding to any issues described therein, and an estimate of the costs thereof, and (ii) provide to the Administrative Agent and the Lenders a supplemental report of such consultant whenever the scope of the issues, or from the response thereto or the estimated costs thereof, shall increase in any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effectmaterial respect. (dc) If required The Administrative Agent and its representatives will have the right at any reasonable time to do so enter and visit any place where any property of the Borrower is located for the purposes of observing the property, taking and removing soil or groundwater samples, and conducting tests on any part of the property. The Administrative Agent is under no duty, however, to visit or observe the property, remove samples or to conduct tests, and any applicable order issued such acts by the Administrative Agent will be solely for the purposes of protecting the Collateral Agent’s Liens and preserving the Administrative Agent, the Collateral Agent and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by the Administrative Agent and the Lenders will result in a waiver of any Default of the Borrower or impose any liability on the Administrative Agent or the Lenders. In no event will any site visit, observation or testing by the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under the property, or that there has been or will be compliance with any Environmental Law Law. Neither Holdings, nor the Borrower, nor any other party is entitled to rely on any site visit, observation or testing by any Governmental Authoritythe Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance withother party against, in all material respectsor to inform Holdings, 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 the Borrower or such Subsidiary is contesting such order any other party of, any Hazardous Materials or any other adverse condition affecting any property. The Administrative Agent may in good faith and by appropriate proceedings and for which adequate reserves have been established its discretion disclose to Holdings, the extent Borrower or to any other party if so required by GAAPlaw any report or findings made as a result of, or in connection with, any site visit, observation or testing by the Administrative Agent. Holdings and the Borrower understand and agree that the Administrative Agent makes no warranty or representation to either of them or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Holdings and the Borrower also understand that depending on the results of any site visit, observation or testing by the Administrative Agent and disclosed to Holdings or the Borrower, it may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by Holdings or the Borrower without advice or assistance from the Administrative Agent. In each instance, the Administrative Agent will give the Borrower reasonable notice before entering any property the Administrative Agent is permitted to enter under this Section 6.13(c). The Administrative Agent will make reasonable efforts to avoid interfering with the Borrower’s use of any property in exercising any rights provided hereunder.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply Comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, respects with all Environmental Laws applicable 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 Property in a manner that could lead or result in imposition on any Company or the Agent or any Lender or any of the 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, on, under or about any of the Properties which is required to its be reported to a Governmental Authority under any Environmental Law, promptly forward to the 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 their ownershipassessment against the Lenders, lease any Company or use any of all Real Property now or hereafter ownedthe Properties relating to any Environmental Law, leased or operated by the Borrower or any such other Company, unless payment 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 such compliance with Environmental Laws 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, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Lienswith respect thereto. (c) Neither 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, 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 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 applicable Environmental Laws, provided, however, that if such compliance cannot reasonably be completed within such thirty (30) day period, the Borrower nor 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 of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by and all applicable Environmental Laws. Nothing herein shall prohibit the Borrower or from asserting any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from good faith defenses against the government in any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effectgovernmental demands. (d) If required to do so under a lien is filed against any applicable order issued under any Environmental Law of the Properties by any Governmental AuthorityAuthority 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 Borrower will undertakereleasing, and cause each spilling, leaking, leaching, pumping, emitting, pouring, emptying or dumping 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 the Borrower (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 Lenders and is sufficient to effect a complete discharge of such lien on 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 GAAPProperties.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06:8.7 hereof, (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 Liensthat are not permitted under Section 9.3. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is would not have, and that would not be reasonably likely expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06: (ai) The Borrower Company will comply in all material respectscomply, and will use its best efforts to cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws Law applicable to its or their operations and those of its Subsidiaries and to the ownership, lease or use operation of all Real Property now or hereafter owned, leased or operated by the Borrower Company or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage or Release of Hazardous Materials on, at, under or from any Real Property now or hereafter owned, leased or operated by the Company or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate taken together with any and all exceptions to the representations and warranties set forth in Section 6.17, could not reasonably be expected to result in liability under Environmental Law that could have a Material Adverse Effect. If required to do so under any applicable legally binding directive or order of any Governmental Authority, the Company agrees to undertake, and cause each of its Subsidiaries to undertake, to the extent required under Environmental Law, any clean up, removal, remedial or other action necessary to address any Hazardous Materials at or emanating from any Real Property owned or operated by the Company or any of its Subsidiaries in accordance with the requirements of Environmental Law and in accordance with such compliance with Environmental Laws legally binding orders and directives of any Governmental Authority, except to the extent that (x) the Company or such Subsidiary is being contested 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, and an adverse outcome in generally accepted accounting principles or (y) the failure to take any such proceedings is action could not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower will keep At the written request of the Administrative Agent or cause 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 keptdelivered for any Real Property, the Company will provide, at its sole cost and will cause each expense, an environmental site assessment report of its Subsidiaries to keep or cause to be kept, all reasonable scope and expense concerning any relevant Real Property now or hereafter owned or operated by the Borrower Company or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither Subsidiaries, prepared by an environmental consulting firm approved by the Borrower nor any of its Subsidiaries will generateAdministrative Agent, use, treat, store, Release indicating the presence or dispose absence of Hazardous Materials on and the potential cost of any Real Property now response or hereafter owned, leased or operated by the Borrower or other corrective action addressing any of its Subsidiaries or transport or arrange for transport of Hazardous Materials on, at or emanating from such Real Property. If the Company fails to or from any 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 other than in compliance with applicable Environmental Laws and in specifically grants the ordinary course of businessAdministrative Agent and the Lenders an irrevocable nonexclusive license, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except subject to the extent that rights of tenants, to undertake such an assessment, all at the Borrower or such Subsidiary is contesting such order in good faith sole joint and by appropriate proceedings and for which adequate reserves have been established to several expense of the extent required by GAAPCompany.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Neither the Borrower or nor the Trust will, nor will either of 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 compliance with 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) 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 GAAPand in full compliance with all applicable laws and regulations and to the reasonable satisfaction of the Majority Banks; provided, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The that the Borrower will keep or cause shall be deemed to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from any such Real Property other than 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 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 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 ordinary course soil or water at or adjacent to such Unencumbered Borrowing Base Property and (ii) whether the use and operation of businesssuch Unencumbered Borrowing Base Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Unencumbered Borrowing Base Property including, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under without limitation, any applicable order issued under any Environmental Law by any Governmental Authorityand all storage areas, the Borrower will undertakestorage 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 Unencumbered Borrowing Base Property and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of 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 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 GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Holdings will comply in all material respectspay, and ---------------------------------- will cause each of its Subsidiaries to comply in all material respectspay, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred by it in connection with such compliance, except to the extent that 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 GAAPLaws, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all Real Property now Properties owned or hereafter owned operated by the Borrower Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. Laws; and (cb) Neither the Borrower neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is would not reasonably likely be expected to have a Material Adverse Effect. . If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (d) If required to do so under any except in compliance with applicable order issued under any Environmental Law by any Governmental AuthorityLaws), each of Holdings and the Borrower will agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, leased or operated by the Borrower or that neither Holdings nor any of its -------- Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply Comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, 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 its generate, store, handle, process, dispose of or their ownershipotherwise use Hazardous Materials in, lease on, under or use of all Real about the Property now in a manner that could lead or hereafter owned, leased potentially lead to imposition on each Borrower or operated by the Borrower an Agent or any Lender or any of its Subsidiaries, and will promptly pay the Properties of any liability or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with lien of any nature whatsoever under any 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 an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse EffectLaw. (b) The Borrower will keep Notify each Agent promptly in the event of any spill or cause other release of any Hazardous Material in, on, under or about any of the Properties which is required to be keptreported to a Governmental Authority under any Environmental Law, promptly forward to each Agent copies of any notices received by each Borrower relating to any actual or alleged violation of any Environmental Law and will cause promptly pay when due any fine or assessment against Lenders, each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of the Properties relating to any Liens imposed pursuant to Environmental Laws other than Permitted LiensLaw. (c) Neither If at any time it is determined that the Borrower nor 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, treatunder or about the Properties which under any Environmental Law requires special handling in collection, storetreatment, Release storage or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower disposal or any other form of its Subsidiaries cleanup or transport remedial or arrange for transport corrective action, then, within thirty (30) days after the receipt of Hazardous Materials to 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 any Lenders, take, at its sole cost and expense, such Real Property other than actions as may be necessary to fully comply in all material respects with all Environmental Laws, provided, however, that if such compliance with cannot reasonably be completed within such thirty (30) day period, the applicable Environmental Laws Borrower shall commence such necessary action within such thirty (30) day period and shall thereafter diligently and expeditiously proceed to fully comply in all material respects and in a timely fashion with all Environmental Laws. Nothing herein shall prohibit Borrowers from asserting any good faith defenses against the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effectapplicable Governmental Authority 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 expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of each Borrower or for which each Borrower is responsible, resulting in the releasing, spilling, leaking, leaching, pumping, emitting, pouring, emptying or dumping of any applicable order issued Hazardous Material, then, within thirty (30) days from the date that such Borrower 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 Required Lenders and is sufficient to effect a complete discharge of such lien on the Properties. (e) At Borrowers’ expense, if reasonably requested by an Agent in connection with any Property acquired or leased by each Borrower after the date hereof (whether pursuant to a Permitted Acquisition or otherwise), (i) conduct and deliver to Agents and Lenders, an Environmental Site Assessment prepared by ail environmental consulting firm of national reputation reasonably satisfactory to Agents, together with a letter from such firm to Agents authorizing Agents and Lenders to rely thereon, or (ii) prepare and deliver to Agents and Lenders true and accurate responses to each Agent’s Environmental Questionnaire as to such Property. (f) Conduct any further diligence recommended under any Environmental Law by Site Assessment and perform any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action all Remedial Work necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in under 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 the Borrower whether as recommended under any Environmental Site Assessment 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 The Loan Parties will not, and will not permit their respective Subsidiaries and will use good faith efforts to not permit any tenants of any of the covenants contained in Section 6.06: Mortgaged Properties or the Negative Pledge Properties or any other Real Estate owned by a Loan Party to do any of the following: (a) The Borrower will comply use any Mortgaged Property or Negative Pledge Property as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of business and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any Mortgaged Property or Negative Pledge Property any underground tank or other underground storage receptacle for Hazardous Substances except in material respectscompliance with Environmental Laws, (c) generate any Hazardous Substances on any Mortgaged Property, Negative Pledge Property or any other Real Estate owned by a Loan Party except as generated in the ordinary course of business and will in material compliance with Environmental Laws, (d) cause each a Release of its Subsidiaries Hazardous Substances on, upon or into the Mortgaged Property, the Negative Pledge Property or any other Real Estate owned by a Loan Party which give rise to comply liability under CERCLA or any other Environmental Law, or (e) transport or arrange for the transport of any Hazardous Substances (except as required in all the ordinary course of business and in material respects, compliance with all Environmental Laws). If any Loan Party causes any Release of Hazardous Substances in violation of Environmental Laws to occur, such Loan Party shall cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgaged Property or the Negative Pledge Property in material compliance with all applicable Environmental Laws. At any time after an Event of Default shall have occurred and is continuing hereunder, 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 Mortgaged Property or Negative Pledge Property, Agent may at its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, election (and will promptly pay at the request of the Required Lenders) obtain such assessments, including, without limitation, environmental assessments of such Mortgaged Property or cause to such Negative Pledge Property prepared by an Environmental Engineer as may be paid all costs and expenses incurred in connection with such compliance, except to reasonably necessary for the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves purpose of evaluating or confirming whether any Hazardous Substances have been established to the extent required Released by GAAPany Loan Party on such Mortgaged Property or such Negative Pledge Property, and an adverse outcome which Release will result in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep . Such assessments may include detailed visual inspections of such Mortgaged Property or such Negative Pledge 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 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 a Mortgaged Property or Negative Pledge Property (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 cause any Mortgaged Property or Negative Pledge Property to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower in material compliance with any Environmental Law) if any other Loan Party or any of its Subsidiaries free fails to materially comply with its obligations hereunder with respect thereto; and clear Agent and its designees are hereby granted access to the Mortgaged Property and the Negative Pledge 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 Liens imposed pursuant such other action. All costs, 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 any Loan Party’s failure to Environmental Laws comply with the provisions of this §8.6, shall be paid by Borrower or the other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated applicable Loan Party to Agent upon demand by Agent and shall be additional obligations secured by the Borrower or any of its Subsidiaries or transport or 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 businessSecurity Documents, except for such noncompliance as is not reasonably likely costs resulting from or related to have a Material Adverse EffectAgent’s gross negligence or willful misconduct. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 None of the covenants contained 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 handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in Section 6.06the ordinary course of operating Self-Storage Properties as permitted under this Agreement and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in 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 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 Environmental Laws), except (1) with respect to any Real Estate that is not a Borrowing Base Property, where any such use, generation, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect and (2) with respect to any Borrowing Base Property included in the calculation of Borrowing Base Availability where any such use, generation, conduct or other activity has not had and could not reasonably be expected, when taken with other matters covered by §6.20 and this §8.6, to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor individually in excess of $500,000.00 or in the aggregate with other Borrowing Base Properties in excess of $2,000,000.00, or materially adversely affect the operation of or ability to use such property; provided, that Borrower shall diligently and continuously pursue corrective, remedial and other actions to bring such Borrowing Base Property or Properties into compliance with Environmental Laws and to eliminate such liability. The Borrower and the Guarantors shall, and shall cause their respective Subsidiaries to: (ai) The Borrower will comply in all material respects, and will cause each the event of its Subsidiaries to comply any change in all material respects, with all Environmental Laws after the date of this Agreement governing the assessment, release or removal of Hazardous Substances, take all reasonable action 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 its contain, correct or their ownershipotherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on the Borrowing Base Properties (including, lease without limitation, any such Release or use disposal occurring prior to the acquisition or leasing of all Real such Borrowing Base Property now or hereafter owned, leased or operated by the Borrower or any Guarantor), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of its Subsidiariessuch Hazardous Substances and remediation of the Borrowing Base Properties in full compliance with all applicable Environmental Laws; provided, that each of the Borrower and will promptly pay or cause a Guarantor shall be deemed to be paid all costs and expenses incurred in connection with such compliance, except to the extent that 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 the Agent and by appropriate proceedings and for which adequate reserves no action shall have been established 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. (iii) At any time after an Event of Default shall have occurred hereunder and is continuing, 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 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 to the extent required by GAAPthe Loan Documents. Additionally, and an adverse outcome in 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 proceedings Person to liability may have occurred, relating to any Borrowing Base Property, or that any of the Borrowing Base Properties is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPthe Loan Documents, the Borrower shall promptly upon the written 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 wxxxx and leaching areas, and the taking of soil samples if recommended by the engineer or consultant, 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 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respectsComply, with all Environmental Laws and permits applicable to its to, or their required by, the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Lead Borrower or any of its Subsidiaries, and will promptly pay except such noncompliances as could not, either individually or cause to in the aggregate, reasonably be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) The Borrower , and 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 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 Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other tenants of such leased Real Property who are not within the control of the Borrowers). Except as have not had, and could not reasonably be expected to have, a Material Adverse Effect, neither the Lead Borrower nor any of its the Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Lead Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 to or from such Real Properties in compliance with all applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse EffectLaws. (di) If required to do so under After the receipt by the Administrative Agent, Collateral Agent or any applicable order issued under Lender of any Environmental Law by notice of the type described in Section 5.05 or (ii) at any Governmental Authority, time that the Lead Borrower will undertake, and cause each or any of its Subsidiaries are not in compliance with Section 5.09(a), at the written request of the Collateral Agent, the Lead Borrower will provide or cause the applicable Loan Party to undertake, provide 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 Real Mortgaged Property owned, leased or operated by the Lead Borrower or any other Loan Party that is the subject of its Subsidiaries or could reasonably be expected to be the subject of such notice or noncompliance, prepared by an environmental consulting firm reasonably approved by the Collateral Agent, indicating the presence or absence of Hazardous Materials and the reasonable worst case cost of any removal or remedial action in accordance with, in all material respectsconnection with such Hazardous Materials on such Mortgaged Property. If the Loan Parties fail to provide the same within 30 days after such request was made, the requirements Collateral Agent may order the same, the reasonable cost of all applicable Environmental Laws which shall be borne (jointly and in accordance with, in all material respects, such orders of all Governmental Authorities, except to severally) by the extent that Lead Borrower and 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 GAAPother Loan Parties.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06:section 8.7 hereof, (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except EXCEPT to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 Lienswhich are not permitted under section 9.3. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is would not have, and which would not be reasonably likely expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authoritiesgovernmental authorities, except to the extent that 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 6.06: (a) The Borrower (i) Holdings will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither the Borrower neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If Holdings agrees, if required to do so under any final applicable directive or order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower 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 except where the Borrower or any of its Subsidiaries in accordance with, failure to do so (x) has not had (unless same has ceased to exist in all material respects) and (y) is not reasonably likely to have, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPa Material Adverse Effect.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.7: (a) The Each of Holdings and the Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse outcome in such proceedings is could not reasonably likely be expected to have a Material Adverse EffectEffect or result in liabilities (singly or in the aggregate) in excess of $7,500,000. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower No Credit Party nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower such Credit Party or any of its Subsidiaries or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (dc) If To the extent required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower each 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 the Borrower 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 the Borrower 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 6.06: (a) The Borrower will comply in all material respectsshall, and will shall cause each of its Subsidiaries to comply to, comply, in all material respects, with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all the Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 owned Real Property now or hereafter owned by the Borrower or any of its Subsidiaries 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 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 dispose disposal of Hazardous Materials on any Real Property now or hereafter ownedProperty, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) law. If required to do so under any applicable directive or order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower 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 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 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 6.06: (a) The Borrower Borrowers will comply in all material respectscomply, and will cause each of its their respective Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower 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 and will keep or cause to be kept all such Real Property free and clear of any Liens on such Real Property imposed pursuant to such Environmental Laws; provided that, none of Furniture Brands nor any of its Subsidiaries shall be required to remove any such Liens, so long as the extent that aggregate amount of obligations purported to be secured by such compliance with Environmental Laws is Liens does not exceed $1,000,000, and such Liens are being contested in good faith and by appropriate proper proceedings and for which if it has maintained adequate reserves have been established to the extent required by GAAP, and an adverse outcome with respect thereto in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each accordance with generally accepted accounting principles. None of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower Furniture Brands 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 the Borrower Furniture Brands or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental 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 Administrative Agent and the Borrower or 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 6.06: (a) The Borrower will comply in all material respectsHoldings will, and will cause each of its Subsidiaries to, 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, respects with all Mortgaged Vessel permits issued pursuant to Environmental Laws applicable to its to, or their ownershiprequired by, lease the ownership or use of all Real Property any Mortgaged Vessel now or hereafter owned, leased operated or operated occupied by the Borrower or any of its SubsidiariesSubsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will promptly pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliance, compliance (except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause kept each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries such 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Laws. The Borrower will undertakewill, and will cause each of its Subsidiaries to undertaketo, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by maintain insurance on the Borrower or any of its Subsidiaries Mortgaged Vessels in at least such amounts as are in accordance withwith normal industry practice for similarly situated insureds, in all material respects, the requirements of all applicable Environmental Laws against losses from oil spills and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPother environmental pollution.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Parent will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease ownership or use of all the Real Property now or hereafter ownedProperty, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause each of its Subsidiaries to be paid pay all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries Properties free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Laws. None of the Borrower Parent nor any Subsidiary of its Subsidiaries the Parent will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, Release or dispose disposal of Hazardous Materials on any Real Property now or hereafter ownedProperty, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport permit the transportation of Hazardous Materials to or from any such Real Property Property, other than in compliance in all material respects with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effectlaw. (db) If required At the request of the Administrative Agent or the Required Banks at any time and from time to do so time during the existence of this Agreement: (i) if an Event of Default exists under any applicable order issued under any Environmental Law by any Governmental Authoritythis Agreement, (ii) upon the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated reasonable belief by the Borrower Administrative Agent that the Parent or any of its Subsidiaries has breached any representation or covenant herein with respect to any environmental matters and such breach is continuing, or (iii) in accordance with, in all material respectsthe event notice is provided under Section 7.01(i) herein, the requirements Parent and the Borrower will provide, at their sole cost and expense (or will cause the relevant Subsidiary to provide at its sole cost and expense), an environmental site assessment report reasonable in scope concerning any Real Property of all applicable Environmental Laws the Parent or its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent and the Required Banks, indicating the presence or Release of Hazardous Materials on or from any of the Real Property and the potential cost of any removal or remedial action in accordance withconnection with any Hazardous Materials on such Real Property. If the Parent or the Borrower fails to provide the same after thirty (30) days notice, in all material respectsthe Administrative Agent may order the same, such orders of all Governmental Authorities, except and the Parent and the Borrower shall grant and hereby grant to the extent that Administrative Agent and the Borrower or 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 Parent's and the Borrower's joint and several expense, which assessments, if obtained, will be provided to the Parent and the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.065.8: (a) The Borrower Company will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property real property now or hereafter owned, leased or operated by the Borrower Company or any of its SubsidiariesSubsidiary, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPGAAP and except to the extent that failure to comply with such Environmental Laws, has not had, and an adverse outcome in such proceedings is will not reasonably likely to have a Material Adverse Effect. (b) The Borrower Company will keep or cause to be kept, and will cause each of its Subsidiaries Subsidiary to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries such real property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted LiensEncumbrances or such Liens that will not and have not had a Material Adverse Effect. (c) Neither the Borrower Company nor any of its Subsidiaries Subsidiary will generate, use, treat, store, Release release or dispose of of, or 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 the Borrower Company or any of its Subsidiaries Subsidiary or transport or arrange for transport permit the transportation of Hazardous Materials Substances to or from any such Real Property real property other than in compliance with applicable Environmental Laws and in the ordinary course of businessLaws, except for such noncompliance as is has not reasonably likely to had and will not have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower Company will undertake, and cause each of its Subsidiaries Subsidiary to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials Substances from any Real Property real property owned, leased or operated by the Borrower Company or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and Subsidiary in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that the Borrower such 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. (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 5.1(f) for any claimed violation of any Environmental Law involving potential expenditures by Company or any Subsidiary in excess of $25,000,000 in the aggregate for any real property, the Company will provide, at Company’s sole cost and expense, an environmental site assessment report concerning any such real property now or hereafter owned, leased or operated by Company or any Subsidiary, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Substances and the potential cost of any removal or a remedial action in connection with any Hazardous Substances on such real property. If the Company fails to provide the same within ninety (90) days after such request was made, the Administrative Agent may order the same, and Company 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 and their agents, access to such real property and specifically grants the Administrative Agent and the Lenders and irrevocable non-exclusive license, subject to the rights of tenants, to undertake such assessment, all at the Company’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectspay, and will cause each of its Subsidiaries to comply in all material respectspay, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred by it in connection with such compliance, except to the extent that 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 GAAPLaws, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all Real Property now Properties owned or hereafter owned operated by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. Laws; and (cb) Neither neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is would not reasonably likely 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, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (d) If required to do so under any except in compliance with applicable order issued under any Environmental Law by any Governmental AuthorityLaws), the Borrower will agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by except where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided that neither the Borrower or nor any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Restricted Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by 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 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 an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) 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 Real Property now or hereafter owned by the Borrower or any of its Restricted Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Restricted Subsidiaries will generate, use, treat, store, store or Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the 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 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 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 6.06: (a) The Each Subsidiary Borrower will comply use and operate its respective facilities and properties in compliance with Environmental Laws, which when taken singly or with all material respectsother 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 all material respects, compliance with all applicable Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceLaws, except to the extent that 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, and an adverse outcome in such proceedings is could not reasonably likely 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) The days after notice is given by the Lender to the Borrowers’ Representative, a Responsible Officer of Borrowers’ Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Subsidiary Borrower will keep and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Subsidiary Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (i) subjects the property to a Lien or (ii) requires removal to safeguard the health of any Person, such Subsidiary Borrower and Peak shall remove, or cause to be 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 Real Property now or hereafter owned by the such Lien and such Polluting Substance and (B) that no Borrower or has any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 liability for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that the Borrower or then such Subsidiary is contesting such order in good faith Borrower and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPPeak shall not be so obligated.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by Neither the Borrower or nor the Trust will, nor will either of 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 compliance with 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) 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 GAAPand in full compliance with all applicable laws and regulations and to the reasonable satisfaction of the Majority Banks; provided , and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The that the Borrower will keep or cause shall be deemed to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from any such Real Property other than 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 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 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 ordinary course soil or water at or adjacent to such Unencumbered Borrowing Base Property and (ii) whether the use and operation of businesssuch Unencumbered Borrowing Base Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Unencumbered Borrowing Base Property including, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under without limitation, any applicable order issued under any Environmental Law by any Governmental Authorityand all storage areas, the Borrower will undertakestorage 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 Unencumbered Borrowing Base Property and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of 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 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 GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.065.8: (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property real property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesSubsidiary, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPGAAP and except to the extent that failure to comply with such Environmental Laws, has not had, and an adverse outcome in such proceedings is will not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries Subsidiary to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries such real property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted LiensEncumbrances or such Liens that will not and have not had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries Subsidiary will generate, use, treat, store, Release release or dispose of of, or 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 the Borrower or any of its Subsidiaries Subsidiary or transport or arrange for transport permit the transportation of Hazardous Materials Substances to or from any such Real Property real property other than in compliance with applicable Environmental Laws and in the ordinary course of businessLaws, except for such noncompliance as is has not reasonably likely to had and will not have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries Subsidiary to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials Substances from any Real Property real property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and Subsidiary in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that the 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 5.1(f) for any claimed violation of any Environmental Law involving potential expenditures by Borrower or any Subsidiary in excess of $25,000,000 in the aggregate for any real property, the Borrower will provide, at Borrower’s sole cost and expense, an environmental site assessment report concerning any such real property now or hereafter owned, leased or operated by Borrower or any Subsidiary, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Substances and the potential cost of any removal or a remedial action in connection with any Hazardous Substances on such real property. If the Borrower fails to provide the same within ninety (90) days after such request was made, the Administrative Agent may order the same, and 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 and their agents, access to such real property and specifically grants the Administrative Agent and the Lenders and irrevocable non-exclusive license, subject to the rights of tenants, to undertake such assessment, all at the Borrower’s expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Parent will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower Parent or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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) Laws. Neither the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Parent or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental 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 Administrative Agent and the Borrower or 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 6.066.07: (a) The except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Parent Borrower will comply in all material respectswill, and will cause each of its Restricted Subsidiaries to to, comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated operated, by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect.it; (b) The 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 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 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 or dispose of of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Restricted Subsidiaries or transport or arrange for transport 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 is not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Parent Borrower will undertakewill, 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 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 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 6.066.07: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is could not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (dc) If To the extent required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06:Each Borrower will: ---------------------------------- (ai) The Borrower will comply in all material respectsComply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the such Borrower or any of its Subsidiaries, and the noncompliance with which could reasonably be expected to have a Material Adverse Effect, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens on such Real Property imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither the Laws. None of such 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 the such Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport permit the transportation of Hazardous Materials to or from any such Real Property except for Hazardous Materials used or stored at any such Real Property in compliance with all applicable Environmental Laws and reasonably required in connection with the operation, use and maintenance of any such Real Property. (ii) In the event that Agent or the Required Lenders reasonably believe, at any time or from time to time, that Hazardous Materials are present at any of such Real Property other than in compliance with the foregoing clause (i) of this subparagraph (m), or such Real Property is otherwise not in material compliance with all applicable Environmental Laws and in Laws, at the ordinary course written request of businessAgent or the Required Lenders, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from provide an environmental site assessment report concerning any Real Property owned, leased now or hereafter owned or operated by the such Borrower or any of its Subsidiaries in accordance withSubsidiaries, in prepared by an environmental consulting firm approved by Agent, indicating the presence or absence of Hazardous Materials on such Real Property. If such Borrower fails to provide the same within thirty (30) days after such request was made, Agent may order the same, and Borrowers shall grant and hereby grants to Agent and the Lenders and their agents access to such Real Property and specifically grants Agent and the Lenders an irrevocable non-exclusive license, to undertake such an assessment, all material respects, at 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 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 GAAPBorrowers' expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Borrower Borrowers will comply in all material respectscomply, and will cause each of its their Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) The Borrower 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 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 the Borrower Borrowers nor any of its their Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower 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 the Borrower 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 the 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 6.06: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property any Collateral Vessel or property now or hereafter owned, leased owned or operated by 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept all such Collateral Vessel or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and as reasonably required by the trade in accordance withconnection with the operation, use and maintenance of any such property or otherwise in all material respectsconnection 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 orders of all Governmental Authorities, except to the extent that Collateral Vessel is owned and controlled by the Borrower or such Subsidiary is contesting 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 each case, as supplemented with future guidelines in connection with such order in good faith regulation or convention, as applicable. Each Collateral Vessel Owner shall use reasonable efforts to obtain and by appropriate proceedings and to maintain a green passport notification (based on the 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 6.066.07: (a) The Borrower Each Credit Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse the reasonably likely outcome in such proceedings is could not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower Each 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 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 the Borrower No Credit Party nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of, or permit any of their Affiliates to generate, use, treat, store, release or dispose of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Subsidiaries or transport or arrange for transport 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 is proceedings could not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower each 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 the Borrower 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 the Borrower 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 6.06: (a) The Borrower will comply in all material respectsParent will, and will cause each of its Subsidiaries to to, comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property the Collateral Vessel or any other Vessel or property now or hereafter owned, leased owned or operated by the Borrower Parent or any of its Subsidiaries, 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept the Collateral Vessel or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Laws, in each of the Borrower nor foregoing cases, except to the extent any failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Parent, any of its Subsidiaries of the Parent will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property the Collateral Vessel or Vessel or property now or hereafter owned, leased owned or operated or occupied by the Borrower or Parent, any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake. The Parent will, and will cause each of its Subsidiaries to undertaketo, maintain insurance on the Collateral Vessel 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 the 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 form the Borrower 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 Facility Agent and the Borrower or 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 limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to the operation of its or their ownership, lease business and the ownership or use of all the Real Property now or hereafter owned, leased owned or operated by the Borrower or any and each of its Subsidiaries, and will promptly pay or cause the Borrower to be paid pay all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries Properties free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any Subsidiary of its Subsidiaries the Borrower will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, Release or dispose disposal of Hazardous Materials on any Real Property now Property, or hereafter ownedtransport or permit the transportation of Hazardous Materials to or from any Real Property, leased other than in compliance in all material respects with applicable law. (b) At the request of the Agent or operated the Required Banks at any time and from time to time during the existence of this Agreement: (i) if an Event of Default exists under this Agreement, (ii) upon the reasonable belief by the Agent that the Borrower or any of its Subsidiaries has breached any representation or transport covenant herein with respect to any environmental matters and such breach is continuing, or arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and (iii) in the ordinary course of business, except for such noncompliance as event notice is not reasonably likely to have a Material Adverse Effect. (dprovided under Section 8.01(i) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityherein, the Borrower will undertakeprovide, at its sole cost and expense (or will cause each the relevant Subsidiary to provide at its sole cost and expense), an environmental site assessment report reasonable in scope concerning any Real Property of the Borrower or its Subsidiaries to undertakerelated thereto, prepared by an environmental consulting firm reasonably approved by the Agent and the Required Banks, indicating the presence or Release of Hazardous Materials on or from any clean up, removal, of the Real Property and the potential estimated cost of any removal or remedial or other action necessary to remove and clean up in connection with any Hazardous Materials from any on such Real Property. If the Borrower fails to provide the same after thirty days' notice, the Agent may order the same, and the Borrower shall grant and hereby grants to the Agent and the Banks and their agents access to such Real Property ownedand specifically grants the Agent and the Banks an irrevocable non-exclusive license, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except subject to the extent that rights of tenants, to undertake such an assessment all at the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for Borrower' expense, which adequate reserves have been established assessments, if obtained, will be provided to the extent required by GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such failure to comply would not be reasonably expected to have a Material Adverse Effect or 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, and an adverse outcome in such proceedings is would not reasonably likely expected to have a Material Adverse Effect. (b) 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is could not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06:section 8.7 hereof, (a) The Borrower Company will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Company or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) The Borrower Company 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 Lienswhich are not permitted under section 9.3. (c) Neither the Borrower Company nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Company or any of its Subsidiaries or transport or arrange for transport 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 is would not have, and which would not be reasonably likely expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower 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 the Borrower Company or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authoritiesgovernmental authorities, except to the extent that the Borrower 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. (e) In the event the Administrative Agent notifies the Company that the Required Lenders have determined on the basis of an environmental report or assessment delivered by the Company pursuant to the provisions of this section 8.8(e), or otherwise, that a Closing Date Mortgage encumbering any particular Closing Date Mortgaged Property should be released and discharged because of substantial concerns of the Required Lenders with respect to environmental matters revealed in such environmental report or assessment, or otherwise recognized by the Required Lenders, the Required Lenders may cause the Collateral Agent to release and discharge such Closing Date Mortgage, subject to any later determination by the Required Lenders notified to the Company by the Administrative Agent that an Additional Security Document in the form of a mortgage, deed of trust or similar instrument covering such Closing Date Mortgaged Property should be executed and delivered hereunder. (f) 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 Company or any of its Subsidiaries in excess of $5,000,000 in the aggregate for any Real Property, the Company 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 Company 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 Company fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same, and the Company 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 Company's expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property any Vessel or property now or hereafter owned, leased owned or operated by 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept all such Vessel or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses. The Borrower will, 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 Mortgaged Vessel by such 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 Mortgaged 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 Mortgaged Vessel is not in compliance with Environmental Law and 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 Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in Mortgaged Vessel. If the ordinary course of business, except for Borrower fails to provide the same within 90 days after such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityrequest was made, the Borrower will undertake, 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 the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws shall grant and in accordance with, in all material respects, such orders of all Governmental Authorities, except hereby grants to the extent that Administrative Agent and the Borrower or Lenders and their agents access to such Subsidiary is contesting such order in good faith Mortgaged 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 6.06: (a) The Borrower will shall comply in with and shall cause all material respects, and will cause each of its Subsidiaries employees, agents, invitees or sublessees to comply in all material respects, with all Environmental Laws applicable with respect to its the disposal of industrial refuse or their ownershipwaste, 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 the Borrower or any of its Subsidiariestoxic wastes and substances, and will promptly pay immediately when due the cost of removal of any such waste or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPsubstances from, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries their properties free and clear of any Liens lien imposed pursuant to any such laws, rules, regulations or orders. The Borrower shall give notice to the Bank as soon as reasonably possible and in no event more than five (S) clays after it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower agrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws other than Permitted Liens. (c) Neither requiring the Borrower nor any of its Subsidiaries will generateto remove, use, treat, store, Release treat or dispose of Hazardous Materials on any Real Property now such hazardous materials, wastes or hereafter ownedconditions at the sole expense of the Borrower, leased or operated by to provide the Bank with satisfactory evidence of such compliance; provided, however, that nothing contained herein shall preclude the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from contesting any such Real Property other than compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance with applicable Environmental Laws therewith, and the Bank's security interest in any such property affected thereby (or the ordinary course of business, except for such noncompliance as priority thereof) is not reasonably likely to jeopardized. Regardless of whether any Event of Default hereunder shall have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityoccurred and be continuing, the Borrower will undertake(i) releases and waives any present or future claims against the Bank for indemnity or contribution in the event the Borrower becomes liable for remediation costs under and Environmental Laws, and cause each of its Subsidiaries (ii) agrees to undertakedefend, any clean up, removal, remedial or other action necessary to remove indemnify and clean up any Hazardous Materials hold harmless the Bank from any Real Property ownedand all liabilities (including strict liability), leased actions, demands, penalties, losses, costs or operated expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any hazardous materials, wastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or not caused by or within the control of the Bank (the costs and/or liabilities described in accordance with, (i) and (ii) above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in all material respects, the requirements this Section 11.7 shall survive termination of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPthis Agreement.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06: (ai) The Borrower will comply not, nor will it permit any of any other Person to, do any of the following: (a) use any of the Project 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 material respectsapplicable Environmental Laws, (b) cause or permit to be located at the Project any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances at the Project except in full compliance with Environmental Laws, (d) conduct any activity at the Project or use the Project in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the Project 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: (A) 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 at the Project in violation of applicable Environmental Laws; and (B) 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 Project (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of the Project by the Borrower), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Project in full compliance with all applicable Environmental Laws; 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 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. (ii) At any time after an Event of Default shall have occurred hereunder the Agent may at its election (and will cause each at the request of its Subsidiaries the Required Lenders) obtain such environmental assessments of the Project 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 comply in all material respects, the Project and (b) whether the use and operation of the Project complies with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPthe Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable and an adverse outcome in objective grounds to believe that (i) 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 proceedings Person to liability may have occurred, relating to the Project, or (ii) the Project is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPthe Loan Documents, Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of the Project 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 the Project and (b) whether the use and operation of the Project comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of the Project 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 Project and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §15.1(ll) shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will shall comply in with and shall cause all material respects, and will cause each of its Subsidiaries employees, agents, invitees or sublessees to comply in all material respects, with all Environmental Laws applicable with respect to its or their ownership, lease or use the disposal of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesHazardous Materials, and will promptly pay or cause to be paid all costs and expenses incurred in connection with immediately when due the cost of removal of any such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPHazardous Materials from, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries properties free and clear of any Liens lien imposed pursuant to any Environmental Laws. The Borrower shall give notice to the Administrative Agent as soon as reasonably possible and in no event more than five (5) days after it receives any compliance orders, environmental citations, or other notices from any Governmental Authority relating to any Environmental Liabilities relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower agrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws other than Permitted Liens. (c) Neither requiring the Borrower nor any of its Subsidiaries will generateto remove, use, treat, store, Release treat or dispose of such Hazardous Materials on any Real Property now or hereafter ownedat the sole expense of the Borrower, leased or operated by to provide the Administrative Agent with satisfactory evidence of such compliance; provided, however, that nothing contained herein shall preclude the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from contesting any such Real Property other than compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance with applicable Environmental Laws therewith, and the Lenders' security interest in any such property affected thereby (or the ordinary course of business, except for such noncompliance as priority thereof) is not reasonably likely to jeopardized. Regardless of whether any Event of Default hereunder shall have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityoccurred and be continuing, the Borrower will undertake(i) releases and waives any present or future claims against the Administrative Agent and the Lenders for indemnity or contribution in the event the Borrower becomes liable for any Environmental Lien and/or Remedial Action, and cause each (ii) agrees to defend, indemnify and hold harmless the Administrative Agent and the Lenders from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of its Subsidiaries to undertakeany settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Administrative Agent and the Lenders by any clean upperson or entity or governmental agency for, removalwith respect to, remedial or other action necessary to remove and clean up as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any Hazardous Materials from Materials, regulated by any Real Property ownedEnvironmental Laws, leased contamination resulting therefrom, or operated by arising out of, or resulting from, the Borrower environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or not caused by or within the control of the Bank (the costs and/or liabilities described in accordance with, (i) and (ii) above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in all material respects, the requirements this Section 12.6 shall survive termination of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPthis Agreement.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.08: (a) The Borrower will (i) comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property real property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will (ii) promptly pay or cause to be paid all costs and expenses incurred in connection with such compliancecompliance or related to any Environmental Liabilities, in any case of this Section 6.09, except (x) where the failure to so comply would not reasonably be expected to have a Material Adverse Effect, (y) with respect to matters being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent that required by GAAP or (z) with respect to any Debtor, the enforcement of which is stayed or such compliance with is excused by the Bankruptcy Code; (b) keep or cause to be kept all such real property free and clear of any Liens imposed pursuant to such Environmental Laws is which are not permitted under Section 7.01; 119 (c) neither generate, use, treat, store, release nor dispose of, nor permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any real property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, nor 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 in a manner not reasonably expected to result in any Environmental Liabilities, except for (i) such noncompliance as would not have, and which would not be reasonably expected to have, a Material Adverse Effect or (ii) with respect to matters being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect.; and (d) If if required to do so under any applicable order issued under of any Governmental Authority or pursuant to any Environmental Law by any Governmental AuthorityLaw, the Borrower 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 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 (i) to the extent that 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 (ii) with respect to any Debtor, the enforcement of which is stayed or such compliance is excused by the Bankruptcy Code.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) (i) The Borrower Company will comply in all material respectscomply, and will use its bestcommercially reasonable efforts to cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws Law applicable to its or their operations and those of its Subsidiaries and to the ownership, lease or use operation of all Real Property now or hereafter owned, leased or operated by the Borrower Company or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither the Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose ofRelease, or permit the generation, use, treatment, storage or Release of Hazardous Materials on, at, under or from any Real Property now or hereafter owned, leased or operated by the Company or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate taken together with any and all exceptions to the representations and warranties set forth in Section 6.17, could not reasonably be expected to result in liability under Environmental Law that could have a Material Adverse Effect. If required to do so under any applicable legally binding directive or order of any Governmental Authority, the Company agrees to undertake, and cause each of its Subsidiaries to undertake, to the extent required under Environmental Law, any clean up, removal, remedial or other action necessary to address any Hazardous Materials at or emanating from any Real Property owned or operated by the Company or any of its Subsidiaries in accordance with the requirements of Environmental Law and in accordance with such compliance with Environmental Laws legally binding orders and directives of any Governmental Authority, except to the extent that (x) the Company or such Subsidiary is being contested 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, and an adverse outcome in generally accepted accounting principlesGAAP or (y) the failure to take any such proceedings is action could not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower will keep At the written request of the Administrative Agent or cause 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 keptdelivered for any Real Property, the Company will provide, at its sole cost and will cause each expense, an environmental site assessment report of its Subsidiaries to keep or cause to be kept, all reasonable scope and expensein accordance with current industry standards concerning any relevant Real Property now or hereafter owned or operated by the Borrower Company or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither Subsidiaries, prepared by an environmental consulting firm approved by the Borrower nor any of its Subsidiaries will generateAdministrative Agent, usefor which approval shall not be unreasonably withheld, treat, store, Release indicating the presence or dispose absence of Hazardous Materials on and the potential cost of any Real Property now response or hereafter owned, leased or operated by the Borrower or other corrective action addressing any of its Subsidiaries or transport or arrange for transport of Hazardous Materials on, at or emanating from such Real Property. If the Company fails to or from any provide the same within 4560 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 other than in compliance with applicable Environmental Laws and in specifically grants the ordinary course of businessAdministrative Agent and the Lenders an irrevocable non-exclusive license, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except subject to the extent that rights of tenants, to undertake such an assessment, all at the Borrower or such Subsidiary is contesting such order in good faith sole joint and by appropriate proceedings and for which adequate reserves have been established to several expense of the extent required by GAAPCompany.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Parent and the Borrower will comply in all material respects, and the Borrower will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance (or any asserted non-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 and an adverse the outcome in of such proceedings is could not reasonably likely be expected to have a Material Adverse EffectEffect (taking into account such reserves and any insurance coverage therefor). (b) The Parent and the Borrower will keep or cause to be kept, and the Borrower will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither None of the Parent, the Borrower nor any of its or their Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries such Person or transport or arrange for transport 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 such compliance (or any asserted non-compliance) with 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 outcome of such noncompliance as is contest could not reasonably likely be expected to have a Material Adverse EffectEffect (taking into account such reserves and insurance coverage therefor). (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and the Borrower will cause each of its Subsidiaries to cause to occur or to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.066.08: (a) The Borrower will (i) comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property real property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will (ii) promptly pay or cause to be paid all costs and expenses incurred in connection with such compliancecompliance or related to any Environmental Liabilities, in any case of this Section 6.09, except (x) where the failure to so comply would not reasonably be expected to have a Material Adverse Effect, (y) with respect to matters being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent that required by GAAP or (z) with respect to any Debtor, the enforcement of which is stayed or such compliance with is excused by the Bankruptcy Code; (b) keep or cause to be kept all such real property free and clear of any Liens imposed pursuant to such Environmental Laws is which are not permitted under Section 7.01; (c) neither generate, use, treat, store, release nor dispose of, nor permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any real property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, nor 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 in a manner not reasonably expected to result in any Environmental Liabilities, except for (i) such noncompliance as would not have, and which would not be reasonably expected to have, a Material Adverse Effect or (ii) with respect to matters being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect.; and (d) If if required to do so under any applicable order issued under of any Governmental Authority or pursuant to any Environmental Law by any Governmental AuthorityLaw, the Borrower 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 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 (i) to the extent that 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 (ii) with respect to any Debtor, the enforcement of which is stayed or such compliance is excused by the Bankruptcy Code.

Compliance with Environmental Laws. Without limitation of The Mortgagor will not cause or permit the covenants contained in Section 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Mortgaged Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceviolation of or do anything or permit anything to be done which will subject the Mortgaged Property to, except any remedial obligations under any Environmental Law. The Mortgagor will not use the Mortgaged Property in a manner which will result in (i) the disposal or other release of any solid waste or hazardous substance on or to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established Mortgaged Property, (ii) a release of a hazardous substance on or to the extent required by GAAPMortgaged Property in a quantity equal to or exceeding that quantity which requires reporting pursuant to Section 103 of CERCLA, or (iii) the release of any hazardous substance on or to the Mortgaged Property so as to pose an imminent and an adverse outcome in such proceedings is not reasonably likely substantial endangerment to have a Material Adverse Effect. (b) The Borrower will keep public health or cause to be kept, welfare or the environment and will cause each of its Subsidiaries covenants and agrees to keep or cause the Mortgaged Property to be kept, all Real Property now kept free of any hazardous waste or hereafter owned contaminants released by the Borrower Mortgagor and to remove the same (or any of if removal is prohibited by law, to take whatever action is permitted by law), promptly upon discovery and at its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither sole expense. In the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by event the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required Mortgagor fails to do so by the thirtieth day after receipt of notice of such failure from the Lender, the Lender may either declare an Event of Default under this Mortgage and exercise any applicable order issued under any Environmental Law and all remedies hereunder or cause the Mortgaged Property to be freed from the hazardous waste or contaminants released by the Mortgagor (or if removal is prohibited by law, to take whatever action is permitted by law), and the cost of the removal or such other action shall be a demand obligation owing by the Mortgagor to the Lender pursuant to this Mortgage and shall bear interest at the Default Rate. The Mortgagor grants to the Lender and its agents and employees access to the Mortgaged Property and the license to remove the hazardous waste or contaminants released by the Mortgagor (or if removal is prohibited by law, to take whatever action is required by law) and agrees to indemnify and save the Lender harmless from all reasonable out-of-pocket costs and expense involved and from all claims (including, without limitation, consequential damages) asserted or proven against the same by any Governmental Authorityparty in connection therewith. From time to time, after an Event of Default shall have occurred and be continuing, upon the reasonable request of the Lender, the Borrower Mortgagor will undertakeprovide at the Mortgagor’s sole expense an inspection or audit of the Mortgaged Property from an engineering or consulting firm selected by the Mortgagor and approved by the Lender, which approval shall not be unreasonably withheld, indicating the presence or absence of such substances on the Mortgaged Property. If the Mortgagor fails to provide same after 10 days’ notice, the Lender may order same, and cause each the Mortgagor grants to the Lender and its employees and agents access to the Mortgaged Property and a license to undertake the testing. The reasonable out-of-pocket cost 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 such tests shall be a demand obligation owing by the Borrower or any of its Subsidiaries Mortgagor to the Lender pursuant to this Mortgage and shall bear interest at the Default Rate. As used in accordance with, in all material respectsthis Mortgage, the requirements terms “hazardous substance” and “release” shall have the meanings specified in the Federal Comprehensive Environmental Response, Compensation and Liability Act of all applicable Environmental Laws and in accordance with1980, in all material respectsas subsequently modified, such orders of all Governmental Authoritiessupplemented or amended (herein called “CERCLA”), except to the extent that the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves purposes of RCRA (as defined below) compliance the terms “solid waste” and “disposed” shall have been established to the extent required by GAAPmeanings specified in the Federal Resource Conservation and Recovery Act of 1976, as subsequently modified, supplemented or amended (herein called “RCRA”).

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Borrower Borrowers will comply in all material respectscomply, and will cause each of its their Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) The Borrower 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 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 the Borrower Borrowers nor any of its their Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Borrowers or any of its their Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower 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 the Borrower 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 the 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(g) for any Environmental Claim involving potential expenditures by any Borrower or any of its Subsidiaries in excess of $500,000 in the aggregate (after giving effect to any available insurance proceeds) 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 in violation of Environmental Laws and the potential cost of any removal or a remedial action in connection with any Hazardous Materials on such Real Property in violation of Environmental Laws. 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 (i) Comply with any and all applicable Environmental Laws, (ii) not release, store, treat, handle, generate, discharge or dispose of any Hazardous Materials on, under or from the covenants contained in Section 6.06: (a) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower Collateral or any of its Subsidiariesfacilities (the "Facilities") in violation of or in a manner that could be expected to result in any material liability under any applicable Environmental Laws, and will promptly pay (iii) take all necessary steps to initiate and expeditiously complete all remedial, corrective and other action to eliminate any such effect. In the event Borrower or the Guarantor fails to comply with the covenants in the preceding sentence, the Bank may, in addition to any other remedies set forth herein, as agent for and at Borrower's and the Guarantor's sole cost and expense, cause any necessary remediation, removal, response or corrective action relating to Hazardous Materials to be paid all taken and Borrower and the Guarantor shall provide to the Bank and its agents and employees access to the Facilities for such purpose. Any costs and or expenses incurred by the Bank for such purposes shall be immediately due and payable by Borrower and the Guarantor, shall be secured by the Collateral, and shall bear interest at the same rate as the Line of Credit until paid. At the Bank's request after occurrence of an Event of Default which has not been cured or waived in connection with such compliancewriting by the Bank, except Borrower and the Guarantor shall undertake environmental audits of the Facilities, to be conducted by an environmental consulting firm acceptable to the Bank; provided that the environmental audits and investigations described in Section 5.5 and this Section 5.12 shall not, in the aggregate, exceed one (1) in any 12 month period. To the extent that such compliance with any environmental audit identifies conditions which violate, or could be expected to give rise to liability or obligations under Environmental Laws is being contested in good faith Laws, Borrower and by appropriate proceedings and for which adequate reserves have been established the Guarantor agree to the extent required by GAAP, and an adverse outcome in such proceedings is not take all steps reasonably likely necessary to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from correct any such Real Property other than violation or abate conditions giving rise to such obligations or liability in compliance a maxxxx which complies with applicable the Environmental Laws and in mitigates associated health and environmental risks. Each of Borrower and the ordinary course Guarantor shall indemnify and hold the Bank harmless from and against all loss, cost, damage (including, without limitation, consequential damages) or expense (including, without limitation, attorneys' fees and disbursements) that the Bank may sustain by reason of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law the assertion against the Bank by any Governmental Authority, the Borrower will undertake, and cause each party of its Subsidiaries any claim relating to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any such Hazardous Materials on, under or from any Real Property owned, leased the Facilities or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements actions taken with respect thereto as authorized hereunder. The foregoing indemnification shall survive repayment of all applicable Environmental Laws of the Bank Obligations and in accordance with, in all material respects, such orders any release or assignment of all Governmental Authorities, except to the extent that 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 GAAPLoan Documents.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Holdings will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws and permits applicable to its to, or their 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 the Borrower 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 to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be keptkept all such Real Property, facilities and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries Oil and Gas Properties free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of Laws. Holdings and its Subsidiaries will generate, use, treat, store, Release or and dispose of, and will cause the generation, use, treatment, storage, Release and disposal of Hazardous Materials on any Real Property Property, facilities or Oil and Gas Properties now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries or Subsidiaries, and transport or arrange for transport cause the transportation of Hazardous Materials to or from any such Real Property other than Property, facilities or Oil and Gas Properties in compliance with all applicable Environmental Laws and in the ordinary course of businessLaws, except for such noncompliance Hazardous Materials generated, used, treated, stored, Released and disposed of at any such Real Properties, facilities or Oil and Gas Properties in connection with or arising out of the business or operations of Holdings or any of its Subsidiaries as is not would not, either individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect. (da) If required to do so under Upon (i) the receipt by the Payee of any applicable order issued under notice from Holdings or the Payer of the type described in Section 7.01(h), (ii) a reasonable determination that Holdings or any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries are not in compliance with Section 7.06 or (iii) the exercise by the Payee of any of the remedies pursuant to undertakeArticle IX, any clean upeach of Holdings and the Payer will (in each case) collectively, removalor if either Holdings or the Payer so desire, remedial or other action necessary to remove individually, provide, upon the request of the Payee at the sole expense of Holdings and clean up any Hazardous Materials from the Payer, as applicable, an environmental site assessment report concerning any Real Property or facilities owned, leased or operated by the Borrower Holdings or any of its Subsidiaries in accordance withSubsidiaries, in all material respectsprepared by an environmental consulting firm reasonably acceptable to by the Payee, indicating, as the circumstances may dictate, the requirements presence or absence of all applicable Environmental Laws Hazardous Materials and the potential cost of any removal or remedial action in accordance withconnection with such Hazardous Materials on such Real Property or facilities. If either Holdings or the HN\1118344.20 Payer fails to provide the same within 30 days after such request was made, in all material respectsthe Payee may order the same, such orders the cost of all Governmental Authorities, except which shall be borne by the non-responsive Payer Party; and each of Holdings and the Payer shall grant and hereby grants to the extent that Payee and their respective agents access to such Real Property or facilities and specifically grant the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established Payee 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 Holdings and the Payer, all at the sole expense of each of Holdings and the Payer.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06: (a) The Borrower Holdings will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws and permits applicable to its to, or their 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 the Borrower Holdings or any of its Subsidiaries, except such noncompliance as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses for which Holdings or its Subsidiaries are legally obligated that are incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be keptkept all such Real Property, facilities and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries Oil and Gas Properties free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of Laws. Holdings and its Subsidiaries will generate, use, treat, store, Release or and dispose of, and will cause the generation, use, treatment, storage, Release and disposal of Hazardous Materials on any Real Property Property, facilities or Oil and Gas Properties now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries or Subsidiaries, and transport or arrange for transport cause the transportation of Hazardous Materials to or from any such Real Property other than Property, facilities or Oil and Gas Properties in compliance with all applicable Environmental Laws and in the ordinary course of businessLaws, except for such noncompliance Hazardous Materials generated, used, treated, stored, Released and disposed of at any such Real Properties, facilities or Oil and Gas Properties in connection with or arising out of the business or operations of Holdings or any of its Subsidiaries as is not would not, either individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect. (db) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, Upon (i) the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated receipt by the Administrative Agent or any Lender of any notice from Holdings or either Borrower of the type described in Section 5.01(h), (ii) a reasonable determination that Holdings or any of its Subsidiaries are not in accordance compliance 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 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 6.06: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property any Vessel or property now or hereafter owned, leased owned or operated by 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept all such Vessel or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses. The Borrower will, 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 Mortgaged Vessel by such 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 Mortgaged 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 Mortgaged Vessel is not in compliance with Environmental Law and 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 Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in Mortgaged Vessel. If the ordinary course of business, except for Borrower fails to provide the same within 90 days after such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityrequest was made, the Borrower will undertake, 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 the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws shall grant and in accordance with, in all material respects, such orders of all Governmental Authorities, except hereby grants to the extent that Administrative Agent and the Borrower or Lenders and their agents access to such Subsidiary is contesting such order in good faith Mortgaged 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 6.06: (a) The Borrower (i) Holdings will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither neither Holdings, the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 arrange for transport permit the transportation of Hazardous Materials to or from any such Real Property other than in substantial compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) . If required to do so under any applicable directive or order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, Holdings and the Borrower will each 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 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 after the Banks receive notice under Section 7.01(h) for any event for which notice is required to be delivered for any Real Property which discloses an Environmental Claim or any potential requirement for remedial or similar work aggregating in excess of $1,000,000, 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 Holdings, the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably satisfactory to 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. 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 Banks and their agents, access to such Real Property and specifically grants the Administrative Agent and the Banks 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 6.06: (ai) The Borrower will comply in all material respects---------------------------------- comply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is would not reasonably likely be expected to have a Material Adverse Effect. . If the Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (d) If required to do so under any except in compliance with applicable order issued under any Environmental Law by any Governmental AuthorityLaws), the Borrower will 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 reasonably be expected to have a Material Adverse Effect; provided -------- that neither the Borrower nor any of its Subsidiaries shall be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP. (b) At the written request of the Administrative Agent or the Required Banks, leased 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 Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent, addressing the matters in accordance withclause (i), (ii) or (iii) below which gives rise to such request (or, in all material respectsthe 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 requirements of all applicable Environmental Laws Administrative Agent may order the same, and in accordance withthe Borrower shall grant and hereby grants, in all material respects, such orders of all Governmental Authorities, except to the extent that Administrative Agent and the Borrower or 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 and their agents 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 6.06: (a) The Borrower will shall comply in with and shall cause all material respects, and will cause each of its Subsidiaries employees, agents, invitees or sublessees to comply in all material respects, with all Environmental Laws applicable with respect to its the disposal of industrial refuse or their ownershipwaste, 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 the Borrower or any of its Subsidiariestoxic wastes and substances, and will promptly pay immediately when due the cost of removal of any such waste or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPsubstances from, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries their properties free and clear of any Liens lien imposed pursuant to any such laws, rules, regulations or orders. The Borrower shall give notice to the Bank as soon as reasonably possible and in no event more than five (5) days after it receives any compliance orders, environmental citations, or other notices from any governmental entity relating to any environmental condition relating to its properties or elsewhere for which it may have legal responsibility with a full description thereof; the Borrower agrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws other than Permitted Liens. (c) Neither requiring the Borrower nor any of its Subsidiaries will generateto remove, use, treat, store, Release treat or dispose of Hazardous Materials on any Real Property now such hazardous materials, wastes or hereafter ownedconditions at the sole expense of the Borrower, leased or operated by to provide the Bank with satisfactory evidence of such compliance; provided, however, that nothing contained herein shall preclude the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from contesting any such Real Property other than compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance with applicable Environmental Laws therewith, and the Bank's security interest in any such property affected thereby (or the ordinary course of business, except for such noncompliance as priority thereof) is not reasonably likely to jeopardized. Regardless of whether any Event of Default hereunder shall have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authorityoccurred and be continuing, the Borrower will undertake(i) releases and waives any present or future claims against the Bank for indemnity or contribution in the event the Borrower becomes liable for remediation costs under and Environmental Laws, and cause each of its Subsidiaries (ii) agrees to undertakedefend, any clean up, removal, remedial or other action necessary to remove indemnify and clean up any Hazardous Materials hold harmless the Bank from any Real Property ownedand all liabilities (including strict liability), leased actions, demands, penalties, losses, costs or operated expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Bank by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of the Borrower of any hazardous materials, wastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or not caused by or within the control of the Bank (the costs and/or liabilities described in accordance with, (i) and (ii) above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in all material respects, the requirements this Section 11.7 shall survive termination of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPthis Agreement.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (ai) The Each Borrower will comply in all material respects---------------------------------- comply, and will cause each of its Subsidiaries to comply comply, and will use its best efforts to induce each Program Affiliate to comply, in all material respects, respects with all Environmental Laws applicable to its their businesses or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower such Borrower, any of its Subsidiaries or any Program Affiliate, will promptly pay or, with respect to any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither the none of any Borrower nor or any of its Subsidiaries will generate, use, treat, store, Release or dispose of 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 such Borrower, any of its Subsidiaries or any Program Affiliate other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Borrower, its Subsidiaries and the Program Affiliates, or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Borrower, its Subsidiaries and the Program Affiliates, unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. If any Borrower or any of its Subsidiaries or transport any tenant or arrange for transport occupant 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 owned or operated by such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under Borrower or any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to require reporting or to trigger an obligation to undertake clean-up, removal or remedial action under applicable Environmental Laws, such Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action 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 reasonably be expected to have a Material Adverse Effect; provided that none of any Borrower -------- or any of its Subsidiaries shall be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07(a), leased no Borrower shall be required by this Section to exercise any degree of control over the operations of any of its Subsidiaries or any Program Affiliate that could reasonably be construed under applicable Environmental Law to make such Borrower liable for Environmental Claims arising from or causally related to the Real Property or operations of such Subsidiary or Program Affiliate as an owner or an operator or upon any other basis. (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, each 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 such Borrower, any of its Subsidiaries or any Program Affiliate, 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(g) 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), and provided further that, with respect to any Real Property owned or operated by any Program Affiliate, a Borrower shall be required only to use its best efforts to gain access to such property for the purpose of providing the report. If any Borrower fails to provide the same within 60 days after such request was made, the Administrative Agent may order the same, and each Borrower shall grant and hereby grants, to the Administrative Agent and the Banks and their Administrative Agents access to such Real Property owned or operated by any Borrower or any of its Subsidiaries in accordance withSubsidiaries, in all material respectsand specifically grants the Administrative Agent and the Banks and their agents an irrevocable non-exclusive license, 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 the rights of tenants, to undertake such an assessment, all at such Borrower's expense. Notwithstanding any provision of this Section 8.01(b), no 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 shall be required by GAAPthis Section to undertake any site assessment of any Real Property of any Subsidiary or Program Affiliate if such activity could reasonably be construed to be a sufficient exercise of control over such entity or Real Property to make any such Borrower liable for any Environmental Claims resulting from the presence of Hazardous Materials on such Real Property.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Each Borrower will comply use and operate its facilities and properties, and cause each of its Subsidiaries to use and operate its respective facilities and properties, in compliance with Environmental Laws, which when taken singly or with all material respectsother 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 comply keep, all necessary Environmental Permits in effect and remain in compliance therewith, and handle all material respects, Hazardous Materials in compliance with all applicable Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such complianceLaws, except to the extent that 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, and an adverse outcome in such proceedings is could not reasonably likely 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 60 days after notice is given by the Lender to the Borrower Representative, the Borrower Representative shall deliver to the Lender a report issued by a qualified, third party environmental consultant selected by such Borrower and approved by the Lender as to the existence of any Polluting Substances located on or beneath the specified property leased or owned by such Borrower. To the extent any such Polluting Substance is located therein or thereunder that either (bi) The 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 Real Property now or hereafter owned by the such Lien and such Polluting Substance and (B) that no Borrower or has any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 liability for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the then such 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 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 GAAPshall not be so obligated.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Borrower Holdings will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) The Borrower Holdings 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 the Borrower Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower Holdings will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower 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 the Borrower 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 6.06: (a) The Borrower Holdings will comply in all material respectspay, and ---------------------------------- will cause each of its Subsidiaries to comply in all material respectspay, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred by it in connection with such compliance, except to the extent that 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 GAAPLaws, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all Real Property now Properties owned or hereafter owned operated by the Borrower Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. Laws; and (cb) Neither the Borrower neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is would not reasonably likely be expected to have a Material Adverse Effect. . If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (d) If required to do so under any except in compliance with applicable order issued under any Environmental Law by any Governmental AuthorityLaws), each of Holdings and the Borrower will agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so would not be reasonably expected to have a Material Adverse Effect; provided, leased or operated by the Borrower or that neither Holdings nor -------- any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (ai) The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or 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 is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertakeshall comply, and cause each of its Restricted Subsidiaries to undertakecomply, with all environmental, health and safety Requirements of Law applicable to its operations and properties other than such non-compliance of which would have no Material Adverse Effect; obtain, and cause each of its Restricted Subsidiaries to obtain, all environmental permits necessary for its operations and properties; and conduct, and cause each of its Restricted Subsidiaries to conduct, any clean upinvestigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up any all Hazardous Materials Substances from any of its properties, to the extent required under any such Requirements of Law; provided, however, that neither the Borrower nor any Restricted Subsidiary shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances. (ii) The Borrower shall (i) employ, and cause each of its Restricted Subsidiaries to employ, in connection with its use of Real Property ownedProperty, leased appropriate technology to maintain compliance in all material respects with any applicable environmental, health and safety Requirements of Law, (ii) maintain in all material respects, and cause each of its Restricted Subsidiaries to obtain and maintain in all material respects, any and all permits required by applicable environmental, health and safety Requirements of Law in connection with its or operated its Restricted Subsidiaries, operations and (iii) dispose of, and cause each of its Restricted Subsidiaries to dispose of, any and all Hazardous Substances only at facilities and with carriers that in the reasonable belief of the Borrower are maintaining valid permits where required under any applicable federal, provincial, state and local environmental, health and safety Requirements of Law. The Borrower shall obtain, and cause each of its Restricted Subsidiaries to obtain, if required by any Requirement of Law, certificates of disposal or similar certificates from all contractors employed by the Borrower or any of its Restricted Subsidiaries in accordance with, in all material respects, connection with the requirements transport or disposal of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPany Hazardous Substances.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectsnot, and will cause each of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower 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 complianceMezzanine Property or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose small quantities of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 or Mezzanine Property any underground tank or other underground storage receptacle for Hazardous Substances except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate or Mezzanine Property except in full compliance with Environmental Laws, (d) If required conduct any activity at any Real Estate or Mezzanine Property or use any Real Estate or Mezzanine Property in any manner so as to do so cause a Release of Hazardous Substances on, upon or into the Real Estate or Mezzanine Property or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any applicable order issued under 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 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 have been Released or disposed of on the Mortgaged Property or Mezzanine Property in violation of any Environmental Law Laws; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Mortgaged Property or Mezzanine Property (including without limitation any such Release or disposal occurring prior to the acquisition of such Mortgaged Property or Mezzanine Property by the Borrower), cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgaged Property or Mezzanine Property 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 to the satisfaction of the Majority Banks and no action shall have been commenced by any Governmental Authorityenforcement 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 Mortgaged Property or Mezzanine Property, or that any of the Mortgaged Property or Mezzanine Property is not in compliance with the Environmental Laws, the Borrower Agent may at its election (and will undertakeat the request of the Majority Banks) obtain such environmental assessments of such Mortgaged Property or Mezzanine 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 Mortgaged Property or Mezzanine Property and (ii) whether the use and operation of such Mortgaged Property or Mezzanine Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Mortgaged Property or Mezzanine Property 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 Mortgaged Property or Mezzanine Property and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of 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 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 GAAPBorrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower will comply in all material respectswill, and will cause each of its Restricted Subsidiaries to to, comply in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effectoperated. (b) 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 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 Except as would not 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 of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Subsidiaries or transport or arrange for transport 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 Laws. (d) Except as is would not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Parent Borrower will undertakewill, 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 the Parent Borrower or any of its Restricted Subsidiaries in accordance with, in all material respects, with the requirements of all material applicable Environmental Laws and in accordance with, in all material respects, such with orders of all Governmental Authorities, except to the extent that 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 GAAP.

Compliance with Environmental Laws. Without limitation The Borrower will not do and will not permit the Property Owner or any tenant of the covenants contained in Section 6.06: Mortgaged Property or the Mezzanine Property to do any of the following: (a) The Borrower will comply in all material respects, and will cause each use any of its Subsidiaries to comply in all material respects, with all Environmental Laws applicable to its the Mortgaged Property or their ownership, lease or use of all Real Mezzanine Property now or hereafter owned, leased or operated by the Borrower 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 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 an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose small quantities of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, business and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of compliance with all applicable Environmental Laws and the presence of asbestos or asbestos-containing materials located in the Building which are to be maintained, contained and removed in accordance withwith the terms of the Mezzanine Mortgage Loan Documents and the Loan Documents, as applicable, (b) cause or permit to be located on any of the Mortgaged Property or Mezzanine 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 any of the Mortgaged Property or Mezzanine Property except in full compliance with Environmental Laws, (d) conduct any activity at any of the Mortgaged Property or Mezzanine Property or use any Mortgaged Property or Mezzanine Property in any manner so as to cause a Release of Hazardous Substances on, upon or into the Mortgaged Property or Mezzanine 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 material respectsEnvironmental 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 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 have been Released or disposed of on the Mortgaged Property or Mezzanine 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 Mortgaged Property or Mezzanine Property (including without limitation any such orders of all Governmental Authorities, except Release or disposal occurring prior to the extent acquisition of such Mortgaged Property or Mezzanine Property by the Borrower or Property Owner, respectively), cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgaged Property or Mezzanine Property 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 such Subsidiary a responsible third party with sufficient financial resources is contesting such order in good faith taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Majority Banks and by appropriate proceedings and for which adequate reserves no action shall have been established commenced by any enforcement agency. The Majority Banks may engage their own Environmental Engineer to review the extent required 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 Mortgaged Property or Mezzanine Property, or that any of the Mortgaged Property or Mezzanine 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 environmental assessments of such Mortgaged Property or Mezzanine Property prepared by GAAPan 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 Mortgaged Property or Mezzanine Property and (ii) whether the use and operation of such Mortgaged Property or Mezzanine Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Mortgaged Property or Mezzanine 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 necessary or appropriate for a complete determination of the compliance of such Mortgaged Property or Mezzanine Property and the use and operation thereof with all applicable Environmental Laws. All such environmental assessments shall be at the sole cost and expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (ai) The Borrower will comply in all material respectscomply, and will use its best efforts to cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither 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 the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 clause (i) or (ii) above, either individually or in the aggregate, could not reasonably be expected to result in liability under Environmental Laws and in that could have a material adverse effect on the ordinary course of business, except for such noncompliance operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as is not reasonably likely to have a Material Adverse Effect. (d) whole. If required to do so under any applicable legally binding directive or order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower will agrees to undertake, and cause each of its Subsidiaries to undertake, to the extent required under applicable Environmental Laws, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased owned or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, with the requirements of all applicable Environmental Laws and in accordance with, in all material respects, with such legally binding orders and directives of all Governmental Authoritiesgovernmental authorities, except to the extent that (x) the Borrower or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPgenerally accepted accounting principles or (y) the failure to take any such action could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole. (b) At the written request of the Administrative Agent or the Required Banks, at any time and from time to time as is reasonable after (i) the Obligations have become due and payable pursuant to Section 8 or (ii) the Banks receive notice under Section 6.01(i) for any event for which notice is required to be delivered with respect to conditions at any Real Property, the Borrower will provide, at their 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 Borrower or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Administrative Agent in its reasonable discretion, 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. If the Borrower fails to provide the same within 45 days after such request was made, the Administrative Agent may order the same, and the Borrower, to the extent the Borrower has the authority to do so, shall grant and hereby grants, to the Administrative Agent and the Banks and their Administrative Agents, access to such Real Property and specifically grants the Administrative Agent and the Banks 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 6.06: (a) The Borrower (i) Each Credit Agreement Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, and will use commercially reasonable efforts to cause each Program Affiliate to comply, in all material respects, respects with all Environmental Laws applicable to its their businesses or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased owned or operated by the Borrower such Credit Agreement Party, any of its Subsidiaries or any Program Affiliate, will promptly pay or, with respect to any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither the Borrower neither any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of 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 such Credit Agreement Party, any of its Subsidiaries or any Program Affiliate other than in compliance with Environmental Laws and as required in connection with the Borrower normal business operations of such Credit Agreement Party, its Subsidiaries and the Program Affiliates, or transport or permit the transportation of Hazardous Materials other than in compliance with Environmental Laws and as required in connection with the normal business operations of such Credit Agreement Party, its Subsidiaries and the Program Affiliates, unless the failure to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect. If any Credit Agreement Party or any of its Subsidiaries or transport any tenant or arrange for transport occupant 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 owned or operated by such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under Credit Agreement Party or any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material in a quantity or concentration sufficient to require reporting or to trigger an obligation to undertake clean-up, removal or remedial action under applicable Environmental Laws, such Credit Agreement Party agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedexcept where the failure to do so has not had (unless same has ceased to exist), leased or operated by the Borrower or and could not reasonably be expected to have, a Material Adverse Effect; provided that neither any Credit Agreement Party nor any of its Subsidiaries in accordance withshall be required to undertake any clean up, in all material respectsremoval, remedial or other action while the requirements of all applicable Environmental Laws and in accordance withrequirement to undertake such clean up, in all material respectsremoval, such orders of all Governmental Authorities, except to the extent that the Borrower remedial or such Subsidiary other action is contesting such order being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such clean up, removal, redial or other action to the extent required in accordance with GAAP. Notwithstanding any provision of this Section 8.07(a), no Credit Agreement Party shall be required by GAAPthis Section to exercise any degree of control over the operations of any of its Subsidiaries or any Program Affiliate that could reasonably be construed under applicable Environmental Law to make such Credit Agreement Party liable for Environmental Claims arising from or causally related to the Real Property or operations of such Subsidiary or Program Affiliate as an owner or an operator or upon any other basis. (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, each Credit Agreement Party will provide, at its sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned or operated by such Credit Agreement Party, any of its Subsidiaries or any Program Affiliate, 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 Lenders) and estimating the reasonable 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 Lenders receive notice under Section 8.01(g) for any event for which notice is required to be delivered for any such Real Property or (iii) the Administrative Agent or the Required Lenders reasonably believe that there was a breach of any representation, warranty or covenant contained in Section 7.17 or 8.07(a), and provided further that, with respect to any Real Property owned or operated by any Program Affiliate, a Credit Agreement Party shall be required only to use commercially reasonable efforts to gain access to such property for the purpose of providing the report. If any Credit Agreement Party fails to provide the same within 60 days after such request was made, the Administrative Agent may order the same, and each Credit Agreement Party shall grant and hereby grants, to the Administrative Agent and the Lenders and their agents access to such Real Property owned or operated by any Credit Agreement Party or any of its Subsidiaries, and specifically grants the Administrative Agent and the Lenders and their agents an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at such Credit Agreement Party’s expense. Notwithstanding any provision of this Section 8.07(b), no Credit Agreement Party shall be required by this Section to undertake any site assessment of any Real Property of any Subsidiary or Program Affiliate if such activity could reasonably be construed to be a sufficient exercise of control over such entity or Real Property to make any such Credit Agreement Party liable for any Environmental Claims resulting from the presence of Hazardous Materials on such Real Property.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Each Credit ---------------------------------- Agreement Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws and permits applicable to its to, or their required by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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 the Borrower Laws. No Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 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 is not reasonably likely to have a Material Adverse Effectthe business or operations of Holdings or any of its Subsidiaries. (db) If required to do so under any applicable order issued under any Environmental Law by any Governmental AuthorityAt the reasonable written request of the Syndication Agent, the Borrower 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 Credit Agreement Parties will undertakeprovide, and cause each of its Subsidiaries to undertakeat their sole expense, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from an environmental site assessment report concerning any Real Property owned, leased or operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Syndication Agent and the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in accordance withconnection with such Hazardous Materials on such Real Property, in all material respectsprovided -------- that (x) unless the Lenders, the requirements Syndication Agent or the Administrative Agent has received any notice of all applicable Environmental Laws and the type described in accordance with, in all material respectsSection 8.01(i) or (y) the Lenders have exercised any of the remedies pursuant to the last paragraph of Section 10, such orders request may not be made more than once every two years in respect of all Governmental Authoritiesany parcel of Real Property. If any Credit Agreement Party fails to provide same within 90 days after such request was made, except the Syndication Agent or the Administrative Agent may order the same, the cost of which shall be borne by the Credit Agreement Parties and the Credit Agreement Parties shall grant and hereby grant to the extent that Syndication Agent, the Borrower 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 grant the Syndication Agent, 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 any Credit Agreement Party, all at the sole and reasonable expense of the Credit Agreement Parties.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Borrower Each Credit Party will comply in all material respectscomply, and will cause each of its Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower such Credit Party or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection other than those the noncompliance with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is would not reasonably likely be expected to have a Material Adverse Effect. (b) The Borrower Each 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 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 the Borrower No Credit Party nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Credit Parties or any of its their Subsidiaries or transport or arrange for transport 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 other than any noncompliance as is that would not reasonably likely be expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower each 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 the Borrower 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 the Borrower 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 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 6.06: (a) The Borrower will comply in all material respectscomply, and will cause each of its Restricted Subsidiaries to comply in all material respectscomply, with all Environmental Laws and permits applicable to its to, or their required by, the ownership, lease or use of all its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws except for Permitted Liens related thereto and except for Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other than Permitted Lienstenants of such leased Real Property who are not within the control of a Credit Party. (ci) Neither After the Borrower nor receipt by the Administrative Agent or any Lender of its Subsidiaries will generateany notice of the type described in Section 9.01(h), use, treat, store, Release or dispose of Hazardous Materials on (ii) at any Real Property now or hereafter owned, leased or operated by time that the Borrower or any of its Restricted Subsidiaries or transport or arrange for transport of Hazardous Materials to or from any such Real Property other than is not in compliance with applicable Environmental Laws and Section 9.06(a) or (iii) in the ordinary course event that the Administrative Agent or the Lenders have exercised any of business, except for such noncompliance as is not reasonably likely the remedies pursuant to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authoritythe last paragraph of Section 11, the Borrower will undertakeprovide, at the sole expense of the Borrower and cause each at the written request of its Subsidiaries to undertakethe Administrative Agent, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from an environmental site assessment report concerning any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries Restricted Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, reasonable in accordance withscope based upon the circumstances of the request, in all material respectsindicating, where relevant to the subject matter of the request, the requirements presence or absence of all applicable Environmental Laws Hazardous Materials and the potential cost of any removal or remedial action in accordance withconnection with such Hazardous Materials on such Real Property. If the Borrower fails to provide the same within 30 days after such request was made, in all material respectsthe Administrative Agent may order the same, such orders the cost of all Governmental Authoritieswhich shall be borne by the Borrower, except and the Borrower shall grant and does hereby grant to the extent that Administrative Agent and the Borrower or 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 at any reasonable time upon reasonable notice to the Borrower, all at the sole expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (ai) The Borrower will comply in all material respects---------------------------------- comply, and will cause each of its Subsidiaries and each Consolidated Joint Venture to comply comply, in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its SubsidiariesSubsidiaries or any Consolidated Joint Venture, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither neither the Borrower nor any of its Subsidiaries nor any Consolidated Joint Venture will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or any Consolidated Joint Venture or transport or arrange for transport 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 is not reasonably likely to have a Material Adverse Effect. (d) . If required to do so under any applicable directive or order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower will agrees to undertake, and cause each of its Subsidiaries and each Consolidated Joint Venture to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries or any Consolidated Joint Venture in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all Governmental Authoritiesgovernmental authorities, except to the extent that the Borrower or such Subsidiary or such Consolidated Joint Venture is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by 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 (i) while an Event of Default exists or (ii) after the Banks receive notice under Section 7.01(h) for any event for which notice is required to be delivered 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 or any Consolidated Joint Venture, 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. 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 Banks and their agents, access to such Real Property and specifically grants the Administrative Agent and the Banks 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 6.06:section 8.7 hereof, (a) The Borrower will comply in all material respectscomply, and will cause each of its Subsidiaries to comply comply, in all material respects, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, except 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 compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) 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 Lienswhich are not permitted under section 9.3. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is would not have, and which would not be reasonably likely expected to have have, a Material Adverse Effect. (d) If required to do so under any applicable order issued under of any Environmental Law by any Governmental Authoritygovernmental agency, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authoritiesgovernmental authorities, except to the extent that 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 6.06: (a) The Borrower will shall comply in with and shall cause all material respects, and will cause each of its Subsidiaries employees, agents, invitees or sublessees to comply in all material respects, with all Environmental Laws applicable Laws. The Borrower shall give notice to the 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 their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by elsewhere for which it may have legal responsibility with a full description thereof; the Borrower or agrees to take any of its Subsidiariesand all reasonable steps, and will to perform any and all reasonable actions necessary or appropriate to promptly pay comply with any such citations, compliance orders or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by requiring the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generateremove, use, treat, store, Release treat or dispose of Hazardous Materials on any Real Property now such hazardous materials, wastes or hereafter ownedconditions at the sole expense of the Borrower, leased or operated by to provide the Bank with satisfactory evidence of such compliance; provided, however, that nothing contained herein shall preclude the Borrower or any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from contesting any such Real Property other than compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance with applicable Environmental Laws therewith, and the 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, the Borrower (i) releases and waives any present or future claims against the Bank for indemnity or contribution in the ordinary course of business, except event the Borrower becomes liable for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued remediation costs under any Environmental Law Laws, and (ii) agrees to defend, indemnify and hold harmless the Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future (whether before or after the termination of this Agreement) be paid, incurred, or suffered by, or asserted against the Bank by any Governmental Authorityperson or entity or governmental agency for, with respect to, or as a direct or indirect result of, the Borrower will undertakepresence on or under, and cause each or the escape, seepage, leakage, spillage, discharge, emission, or release from or onto the property of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower of any hazardous materials, wastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or not caused by or within the control of the Bank (the costs and/or liabilities described in accordance with, (i) and (ii) above being hereinafter referred to as the "Liabilities"). The covenants and indemnities contained in all material respects, the requirements this Section 8.7 shall survive termination of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 GAAPthis Agreement.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower (i) Holdings will, and ---------------------------------- will cause each of its Subsidiaries to, comply in all material respectsrespects with all Environmental Laws applicable to the operation of its business and the ownership or use of all Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, and Holdings will promptly pay, and will cause each of its Subsidiaries to comply in all material respectspay promptly, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that keeping in such 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, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all Real Property now Properties owned or hereafter owned operated by the Borrower Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. and (cii) Neither the Borrower 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 dispose of disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries, or transport or arrange for transport permit the transportation of Hazardous Materials to or from any such Real Property other than Property, except in amounts necessary for the operation of the business, in compliance with all applicable Environmental Laws and in the ordinary course of business, except for such noncompliance so as is not reasonably likely to have a Material Adverse Effectgive rise to an Environmental Claim. (db) If required to do so under Holdings or any applicable order issued under of its Subsidiaries, or any Environmental Law tenant or occupant of any Real Property owned or operated by Holdings or any Governmental Authorityof its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material, each of Holdings and the Borrower will agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property ownedProperty; provided, leased that neither Holdings nor -------- any of its Subsidiaries shall be required to comply with any such order or operated directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP. (c) At the request of the Agent or the Required Banks at any time and from time to time during the existence of this Agreement: (i) if a Default or an Event of Default exists under this Agreement, (ii) upon the reasonable belief by the Borrower Agent that Holdings or any of its Subsidiaries has breached any representation or covenant herein with respect to any environmental matters and such breach is continuing or (iii) in accordance withthe event notice is provided under Section 7.01(h) hereof, Holdings or its Subsidiaries will provide, at its sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, prepared by an environmental consulting firm approved by the Agent, indicating the presence or Release, if any, of Hazardous Materials on or from any of the Real Property and the potential cost of any removal or remedial action required by any Environmental Laws in all material respectsconnection with any Hazardous Materials on such Real Property. If Holdings or its Subsidiaries shall fail to provide the same after 30 days' notice or as soon thereafter as is reasonably possible, the requirements of all applicable Environmental Laws Agent may order the same, and in accordance with, in all material respects, such orders of all Governmental Authorities, except Holdings or its Subsidiaries shall grant and hereby grant to the extent that Agent and the Borrower or Banks and their agents access to such Subsidiary is contesting Real Property and specifically grant the Agent and the Banks and their agents an irrevocable non-exclusive license to undertake such order in good faith and by appropriate proceedings and for which adequate reserves have been established to an assessment, all at the extent required by GAAPBorrower's expense.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.066.07: (a) The Parent and the Borrower will comply in all material respectscomply, and will cause each of its their respective Subsidiaries to comply in all material respectscomply, with all Environmental Laws applicable to its or their the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Parent, the Borrower or any of its their respective Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and or for which adequate reserves have been established to the extent required by GAAP, and or an adverse outcome in such proceedings is not reasonably likely expected to have a Material Adverse Effect. (b) The Parent and the Borrower will keep or cause to be kept, and will cause each of its their respective 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 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 the Borrower Parent nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower Parent or any of its Subsidiaries or transport or arrange for transport 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 is would not be reasonably likely expected to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by of any Governmental Authority, the Borrower 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 the Borrower 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 the Borrower 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 6.06: (a) The Borrower will comply Comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, respect with all Environmental Laws applicable 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 Property in a manner that could lead or result in imposition on the Borrower or the Lender or any of the Properties of any material liability or lien of any nature whatsoever under any Environmental Law. (b) Notify the Lender 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 its be reported to a Governmental Authority under any Environmental Law, promptly forward to the Lender copies of any notices received by the Borrower relating to any alleged violation of any Environmental Law and pay when due any fine or their ownershipassessment against the Lender, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiariesthe Properties relating to any Environmental Law or the Borrower, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to unless payment of the extent that such compliance with Environmental Laws 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, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Lienswith respect thereto. (c) Neither If at any time it is determinated 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, 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 notice sent by such Governmental Authority) or from the Lender, take, at its sole cost and expense, such actions as may be necessary to comply in all material respects with any applicable Environmental Laws, provided, however, that if such compliance cannot reasonably be completed within such thirty (30) day period, the Borrower nor 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 of its Subsidiaries will generate, use, treat, store, Release or dispose of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by and all applicable Environmental Laws. Nothing herein shall prohibit the Borrower or from asserting any of its Subsidiaries or transport or arrange for transport of Hazardous Materials to or from good faith defenses against the government in any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effectgovernmental demands. (d) If required to do so under a lien is filed against any applicable order issued under any Environmental Law of the Properties by any Governmental AuthorityAuthority resulting from the need to expend or the actual expending of monies arising from an action or omission, the Borrower will undertakewhether intentional or unintentional, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or for which the Borrower is responsible, resulting in the releasing, spilling, leaking, leaching, pumping, emitting, pouring, emptying or dumping of any Hazardous Material in violation of its Subsidiaries in accordance withan Environmental Law, in all material respectsthen, within thirty (30) days from 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 date that the Borrower is first given written notice that 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 Subsidiary other security with respect thereto as is contesting such order reasonably satisfactory in good faith and by appropriate proceedings and for which adequate reserves have been established all respects to the extent required by GAAPLender and is sufficient to effect a complete discharge of such lien on the Properties. (e) Perform any and all Remedial Work necessary under all Environmental Laws applicable (now or in the future) to the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Holdings will, and will cause each of its Subsidiaries to, comply in all material respectsrespects with all Environmental Laws applicable to the operation of its business and the ownership or use of all Real Property now or hereafter owned or operated by Holdings or any of its Subsidiaries, and Holdings promptly will pay, and will cause each of its Subsidiaries to comply in all material respectspay, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such keeping in material 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 GAAPLaws, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all Real Property now Properties owned or hereafter owned operated by the Borrower Holdings or any of its Subsidiaries free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither the Borrower Laws; and neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now owned or hereafter ownedoperated by Holdings or any of its Subsidiaries, leased or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except in amounts necessary for the operation of the business, in compliance with all applicable Environmental Laws and so as not to give rise to an Environmental Claim. (b) If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by Holdings or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the Release or threatened Release of any Hazardous Material, each of Holdings and the Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property; PROVIDED, that neither Holdings nor any of its Subsidiaries shall be required to comply with any such order or directive issued by any governmental authority which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP. (c) 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 or transport joint ventures, prepared by an environmental consulting firm reasonably approved by the Agents, indicating the presence or arrange for transport absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with such Hazardous Materials on such Real Property, PROVIDED that unless a Default or Event of Default exists at such time, such request may only be made if the Agents or Required Banks have a reasonable basis for requesting same. If the Borrower fails to or from any 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 Agents and the Banks and their agents access to such Real Property other than in compliance with applicable Environmental Laws and in specifically grants the ordinary course of businessAgents and the Banks an irrevocable non-exclusive license, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except subject to the extent that the Borrower or rights of tenants, to undertake such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established an assessment at any reasonable time upon reasonable notice to the extent required by GAAPBorrower, all at the sole and reasonable expense of the Borrower.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will comply in all material respectswill, and will cause each of its Subsidiaries to to, comply in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all Real Property any Vessel or property now or hereafter owned, leased owned or operated by 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 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 GAAPfaith), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep kept all such Vessel or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Laws. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of 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 the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 therefore, 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 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 likely 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 issued under any Environmental Law by any Governmental Authority, form the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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.basis of

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower will shall comply in with and shall cause all material respects, and will cause each of its Subsidiaries employees, agents, invitees or sublessees to comply in all material respects, with all Environmental Laws applicable with respect to its the disposal of industrial refuse or their ownershipwaste, 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 the Borrower or any of its Subsidiariestoxic wastes and substances, and will promptly pay immediately when due the cost of removal of any such waste or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAPsubstances from, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries properties free and clear of any Liens lien imposed pursuant to any such laws, rules, regulations or orders. Borrower shall give notice to Bank as soon as reasonably possible and in no event more than five (5) 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. Borrower agrees to take any and all reasonable steps, and to perform any and all reasonable actions necessary or appropriate to promptly comply with any such citations, compliance orders or Environmental Laws other than Permitted Liens. (c) Neither the requiring Borrower nor any of its Subsidiaries will generateto remove, use, treat, store, Release treat or dispose of Hazardous Materials on such hazardous materials, wastes or conditions at the sole expense of Borrower, to provide Bank with satisfactory evidence of such compliance; provided, however, that nothing contained herein shall preclude Borrower from contesting any Real Property such compliance orders or citations if such contest is made in good faith, appropriate reserves are established for the payment for the cost of compliance therewith, and Bank's security interest in any such property affected thereby (or the priority thereof) is not jeopardized. Regardless of whether any Event of Default hereunder shall have occurred and be continuing, Borrower (i) releases and waives any present or future claims against Bank for indemnity or contribution in the event Borrower becomes liable for remediation costs under and Environmental Laws, and (ii) agrees to defend, indemnify and hold harmless Bank from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs or expenses (including, without limitation, reasonable attorneys fees and remedial costs), suits, administrative orders, agency demand letters, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or hereafter ownedin the future (whether before or after the termination of this Agreement) be paid, leased incurred, or operated 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 Borrower of any hazardous materials, wastes or conditions regulated by any Environmental Laws, contamination resulting therefrom, or arising out of, or resulting from, the environmental condition of such property or the applicability of any Environmental Laws relating to hazardous materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of its Subsidiaries whether or transport not caused by or arrange for transport within the 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 is not reasonably likely to have a Material Adverse Effectthis Agreement. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that 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 6.06: (ai) The Borrower will comply in all material respects---------------------------------- comply, and will cause each of its Subsidiaries to comply comply, in all material respects, respects with all Environmental Laws applicable to its or their ownership, lease the ownership or use of all its Real Property now or hereafter owned, leased here after owned or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 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. and (cii) Neither neither the Borrower nor any of its Subsidiaries Sub sidiaries will generate, use, treat, store, Release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased owned or operated by the Borrower or any of its Subsidiaries Subsidiaries, or transport or arrange for transport 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 is would not reasonably likely be expected to have a Material Adverse Effect. . If the Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property owned or operated by the Borrower or any of its Subsidiaries, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (d) If required to do so under any except in compliance with applicable order issued under any Environmental Law by any Governmental AuthorityLaws), the Borrower will 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 reasonably be expected to have a Material Adverse Effect; provided -------- that neither the Borrower nor any of its Subsidiaries shall be required to comply with any such order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP. (b) At the written request of the Agent or the Required Banks, leased 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 Subsidiaries, prepared by an environmental consulting firm approved by the Agent, addressing the matters in accordance withclause (i), (ii) or (iii) below which gives rise to such request (or, in all material respectsthe case of a request pursuant to following clause (i), addressing such matter as may be requested by the 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 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 requirements of all applicable Environmental Laws Agent may order the same, and in accordance withthe Borrower shall grant and hereby grants, in all material respects, such orders of all Governmental Authorities, except to the extent that Agent and the Borrower or Banks and their agents access to such Subsidiary is contesting such order in good faith Real Property and by appropriate proceedings specifically grants, the Agent and for which adequate reserves have been established the Banks and their agents an irrevocable non-exclusive license, subject to the extent required by GAAPrights of ten ants, to undertake such an assessment, all at the Borrower's expense.

Compliance with Environmental Laws. Without limitation limiting the generality of the covenants contained in Section 6.06: (a) The Borrower will 7.3 above, Tenant and all other Tenant Parties shall at all times comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all applicable Environmental Laws applicable to its any Hazardous Materials brought onto the Project or their ownership, lease used or use of all Real Property now or hereafter owned, leased or operated stored thereon by the Borrower Tenant or any of its Subsidiaries, Tenant Parties. Tenant and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, and an adverse outcome in such proceedings is other Tenant Parties shall not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries free and clear of any Liens imposed pursuant to Environmental Laws other than Permitted Liens. (c) Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release handle, or dispose of otherwise use, or allow, the generation, storage, handling, or use of, Hazardous Materials on in the Premises or transport the same through the Project, except in accordance with the Rules and Regulations. In the event of a release of any Real Property now Hazardous Materials caused by, or hereafter owneddue to the act or neglect of, leased or operated by the Borrower Tenant or any other Tenant Parties, Tenant shall immediately notify Landlord and take such remedial actions as Landlord may direct in Landlord’s sole reasonable discretion as necessary or appropriate to xxxxx, remediate and/or clean up the same. If so elected by Landlord by notice to Tenant, Landlord shall take such remedial actions on behalf of its Subsidiaries Tenant at Tenant’s sole cost and expense. In any event, Landlord shall have the right, without liability or obligation to Tenant, to direct and/or supervise Tenant’s remedial actions and to specify the scope thereof and specifications therefor. Tenant and the other Tenant Parties shall use, handle, store and transport or arrange for transport of any Hazardous Materials to or from any such Real Property other than in compliance accordance with applicable Environmental Laws and in the ordinary course of business, except for such noncompliance as is not reasonably likely to have a Material Adverse Effect. (d) If required to do so under any applicable order issued under any Environmental Law by any Governmental Authority, the Borrower will undertakeLaws, and cause each shall notify Landlord of its Subsidiaries to undertakeany notice of violation of Environmental Laws which it receives from any governmental agency having jurisdiction. In no event shall Landlord be designated as the “generator” on, nor shall Landlord be responsible for preparing, any clean up, removal, remedial or other action necessary manifest relating to remove and clean up any Hazardous Materials from any Real Property owned, leased generated or operated used by the Borrower Tenant 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 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 GAAPother Tenant Parties.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Holdings will comply in all material respectspay, and will cause each of its Subsidiaries to comply in all material respectspay, with all Environmental Laws applicable to its or their ownership, lease or use of all Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred by it in connection with such compliance, except to the extent that 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 GAAPLaws, and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The Borrower will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, kept all Real Property now or hereafter owned by the Borrower or any of its Subsidiaries Properties free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. Laws; and (cb) Neither the Borrower neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release release or dispose of of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter ownedProperty, leased or operated by the Borrower or any of its Subsidiaries or transport or arrange for transport 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 is would not reasonably likely be expected to have a Material Adverse Effect. . If Holdings or any of its Subsidiaries, or any tenant or occupant of any Real Property, cause or permit any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (d) If required to do so under any except in compliance with applicable order issued under any Environmental Law by any Governmental AuthorityLaws), each of Holdings and the Borrower will agrees to undertake, and and/or to cause each any of its Subsidiaries Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action necessary required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or Property; PROVIDED that neither Holdings nor any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except shall be required to the extent that the Borrower or such Subsidiary is contesting comply with any such order or directive which is being contested in good faith and by appropriate proper proceedings and for which so long as it has maintained adequate reserves have been established with respect to such compliance to the extent required by in accordance with GAAP.

Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.06: (a) The Borrower Each of Holdings and the Company will comply in all material respectscomply, and the Company will cause each of its Subsidiaries to comply comply, in all material respects, with all Environmental Laws applicable to the business and its or their operations and to the ownership, lease operation or use of all its business, assets and Real Property and other assets now or hereafter owned, leased owned or operated by the Borrower 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, compliance (except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for faith, in which case, adequate reserves have been established to the extent required by GAAPshall be maintained), and an adverse outcome in such proceedings is not reasonably likely to have a Material Adverse Effect. (b) The 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 now or hereafter owned by the Borrower or any of its Subsidiaries and other assets free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens. (c) Neither Laws. None of Holdings, the Borrower nor Company or 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 on, under, at or from any Real Property and other assets now or hereafter owned, leased owned or operated by Holdings, the Borrower Company or any of its Subsidiaries Subsidiaries, or transport or arrange for transport permit the transportation of Hazardous Materials to or from any such Real Property other than except in compliance material com- pliance 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) The Company will promptly give notice to the Holders of all matters referenced in Section 9.01(i). In each of the aforementioned circumstances, except immediately following discovery thereof, each of Holdings, and the Company will, and the Company will cause each of its Subsidiaries to, take appropriate steps to initiate and expeditiously complete all investigation, compliance, response, corrective and other action required under any Environmental Law to mitigate and eliminate any such violation or liability and shall keep the Holders apprised of such action. If Holdings, the Company or any Subsidiary fails to take such steps, the Holders may, in addition to any other remedies set forth herein, at the Company's sole expense, cause any such actions to be taken, and Holdings, the Company or any Subsidiary shall grant the Holders and their agents an indefeasible non-exclusive license, subject to the rights of tenants for such noncompliance as purpose. (c) At the written request of the Required Holders, which request shall specify in reasonable detail the basis therefor, the Company will provide, at the Company's sole cost and expense, an environmental site assessment report concerning any Real Property now or hereafter owned or operated by Holdings, the Company or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Holders, indicating the presence or absence of Hazardous Materials and the potential cost of any investigation, removal, remedial or other corrective action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, that such request may be made only if (i) there has occurred and is continuing an Event of Default or (ii) the Holders reasonably believe that the Company or any such Real Property is not in compliance with Environmental Law and such non-compliance could reasonably likely be expected to have a Material Adverse Effect. (d) , or circumstances exist, in each case, that reasonably could be expected to form the basis of a Environmental Claim against the Company or any such Real Property that could reasonably be expected to have a Material Adverse Effect. If required the Company fails to do so under any applicable order issued under any Environmental Law by any Governmental Authorityprovide the same within 90 days after such request was made, the Borrower will undertakeRequired Holders may order the same, and cause each of its Subsidiaries the Company shall grant and hereby grants to undertake, any clean up, removal, remedial or other action necessary the Holders and their agents access to remove and clean up any Hazardous Materials from any such Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except specifically grants to the extent that the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established Holders an irrevocable non-exclusive license, subject to the extent required by GAAPrights of tenants, to perform such an assessment, all at the Company's expense.