Common use of Compliance with Laws, Regulations, Etc Clause in Contracts

Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations. (b) Borrower shall give both oral and written notice to Administrative Agent within five (5) Business Days of Borrower’s receipt of any notice of, or Borrower’s otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has or would have a Material Adverse Effect. (c) Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable to Administrative Agent to conduct such tests of the site where Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower’s response thereto or the estimated costs thereof, shall change in any material respect. (d) Borrower shall indemnify and hold harmless Agents and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Except as could not reasonably be expected to cause a Material Adverse Effect, each Borrower and Guarantor shall, and shall cause any Subsidiary its respective Subsidiaries to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, all Federal, State and local statutes, regulations, rules and orders relating to consumer credit (including, without limitation, as each has been amended, the Truth-in-Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act, and regulations, rules and orders promulgated thereunder), all Federal, State and local statutes, regulations, rules and orders pertaining to sales of consumer goods (including, without limitation, the Consumer Products Safety Act of 1972, as amended, and the Federal Trade Commission Act of 1914, as amended, and all regulations, rules and orders promulgated thereunder) and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsLaws. (b) Each Borrower and Guarantor shall give both oral and written notice to Administrative Agent within five (5) Business Days of promptly upon such Borrower’s or Guarantor’s receipt of any notice of, or such Borrower’s or Guarantor’s otherwise obtaining knowledge ofof any of the following, except if it could not reasonably be expected to have a Material Adverse Effect, (i) the occurrence of any event involving the unpermitted release, spill or discharge, threatened or actual, of any Hazardous Material at by any one of Borrower’s properties Borrower or Guarantor or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by any Borrower or Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or (C) Guarantor other than in the generationordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, useaudits, storageassessments, treatmentfeasibility studies and results of remedial investigations shall be promptly furnished, manufactureor caused to be furnished, handling, production or disposal by Borrowers and Guarantors to Agent. Borrowers and Guarantors shall take prompt action to respond to any material non-compliance with any of any Hazardous Materials or (D) any other environmental, health or safety matter which has or would have a Material Adverse Effectthe Environmental Laws and shall regularly report to Agent on such response. (c) Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of any Borrower or Guarantor in order to avoid any material non-compliance, with any Environmental LawLaw except with respect to such noncompliance that could not reasonably be expected to have a Material Adverse Effect, Borrower Borrowers and Guarantors shall, at Administrative Agent’s request and Borrower’s Borrowers’ expense: (i) cause an independent environmental engineer consultant reasonably acceptable to Administrative Agent to conduct assess such tests of the site where Borrower’s non-compliance or alleged non-non compliance with such Environmental Laws has occurred as to such non-compliance (including sampling and analysis, if necessary) and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such testsany sampling or analysis, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer consultant whenever the scope of such non-compliance, or any Borrower’s or Guarantor’s response thereto or the estimated costs thereof, shall change in any material respect. (d) Each Borrower and Guarantor shall indemnify and hold harmless Agents Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower or Guarantor and the preparation and implementation of any closure, remedial or other required plansplans except to the extent such losses, claims, damages, liabilities, costs, and expenses arise out of or are attributable to the negligence or willful misconduct of Agent or any Lender. All representations, warranties, covenants warranties and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Borrower Each Loan Party shall, and shall cause any Subsidiary each of its Subsidiaries to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, Authority (including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and their foreign equivalents) and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws Laws, in each case where the failure to so comply therewith do so, individually or observe such requirements would in the aggregate, has or could reasonably be expected to have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall . (xb) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFACEach Loan Party shall, and (y) comply, and shall cause each of its Subsidiaries to complyto, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations. (b) Borrower shall give both oral and written notice to Administrative Agent promptly, but in any event within five ten (510) Business Days of Borrower’s Days, upon any such Person's receipt of any written or other credible notice of, or Borrower’s any such Person's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or written notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by Borrower any such Person or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law in each case under clauses (i) and (ii) where such occurrences or (C) events, individually or in the generationaggregate for all such occurrences or events, use, storage, treatment, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has or would could reasonably be expected to have a Material Adverse Effect. (c) Without limiting the generality . Copies of the foregoingall environmental surveys, whenever Administrative Agent reasonably determines that there is non-complianceaudits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by such Loan Parties to Agent and, to the extent requested by any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable or any Loan Party, Agent shall agree to Administrative Agent to conduct keep such tests of the site where Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower’s response thereto or the estimated costs thereof, shall change in any material respect. (d) Borrower shall indemnify and hold harmless Agents and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable materials confidential pursuant to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence terms of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.13.10

Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary each Guarantor to, at all times, times comply in all material respects with all applicable provisions of laws, rules, regulations, licenses, Permits, approvals and orders applicable to it and duly observe all requirements requirements, of any foreign, Federal, State or local Governmental Authority, including including, without limitation, ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, amended and the rules and regulations thereunder and all other statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution matters and employee health and safety, including including, without limitation, all of the Environmental Laws Laws, except for such noncompliance that would not result in each case where fines, penalties, injunctive relief or other liabilities which, in the failure to so comply therewith or observe such requirements aggregate, would have result in a Material Adverse Effect. Without limitation of Effect with respect to Borrowers and the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsGuarantors. (b) Borrower Borrowers shall give both oral take prompt and written notice appropriate action to Administrative Agent within five (5) Business Days of Borrower’s receipt of any notice of, or Borrower’s otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) respond to any material non-compliance with or material violation any of the Environmental Laws and shall regularly report to Agent on such response. If a Borrower receives any notice of (i) the happening of any Environmental Law by Borrower event involving the use, spill, discharge or (B) the release, spill or discharge, threatened or actual, clean-up of any Hazardous Material or (Cii) the generationany complaint, useorder, storagecitation or notice with regard to air emissions, treatmentwater discharges, manufacture, handling, production noise emissions or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has affecting such Borrower from any Person, including, but not limited to, the United States Environmental Protection Agency or would have a Material Adverse Effect. any state or local environmental agency or authority, then such Borrower shall within five (c5) business days of such receipt give written notice of same to Agent and Lenders. Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of any Borrower in order to avoid any material such non-compliance, with any Environmental Law, and such non-compliance could result in fines, penalties, injunctive relief or other liabilities, which, in the aggregate, would result in a Material Adverse Effect, such Borrower shall, at Administrative Agent’s Lender's request and such Borrower’s 's expense: : (i) cause an independent environmental engineer acceptable to Administrative Agent to conduct such tests an assessment of the site where such Borrower’s non-compliance 's noncompliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent and Lenders a report as to such non-compliance setting forth the results of such testsassessment, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof thereof; and (ii) provide to Administrative Agent and Lenders a supplemental report of such engineer whenever the scope of such non-compliancethe environmental problems, or such Borrower’s 's response thereto or the estimated costs thereof, shall change in any material respectmaterially change. (d) Borrower shall indemnify and hold harmless Agents and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Borrower shallThe Obligated Group, after due inquiry, has no knowledge and shall cause has not given or received any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations. (b) Borrower shall give both oral and written notice to Administrative Agent within five (5) Business Days indicating that its Property or the past or present use thereof or any practice, procedure or policy employed by them in the conduct of Borrower’s receipt of their business materially violates any notice ofapplicable law, or Borrower’s otherwise obtaining knowledge ofregulation, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaintcode, order, directiverule, claimsjudgment or consent agreement, citation including, without limitation, those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental protection, hazardous or notice with respect to: toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting title to the property (A) any material non-compliance with or material violation of any Environmental Law by Borrower or (B) the releasecollectively, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has or would have a Material Adverse Effect. (c) “Laws and Regulations”). Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is non-complianceneither the Obligated Group nor, to the best of its knowledge, after due inquiry, any prior or present owner, tenant or subtenant of any condition which requires any action by of the Property has, other than as set forth in subsections (a) and (b) of this Section 5.09 or on behalf of Borrower as may have been remediated in order to avoid any material non-complianceaccordance with Laws and Regulations, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable used, treated, stored, transported or disposed of any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon, petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as defined in CERCLA, RCRA, CWA, CAA, TSCA and Title III, and the regulations promulgated pursuant thereto, and in all Other Environmental Regulations applicable to Administrative Agent to conduct such tests the Obligated Group, any of the site where Borrower’s non-compliance Property or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such testsbusiness operations conducted by the Obligated Group thereon (collectively, a proposed plan for responding to any material environmental problems described therein“Hazardous Materials”) on, and an estimate of the costs thereof and from or beneath its Property, (ii) provide pumped, spilled, leaked, disposed of, emptied, discharged or released (hereinafter collectively referred to Administrative Agent a supplemental report as “Release”) any material amount of such engineer whenever the scope of such non-complianceHazardous Materials on, from or beneath its Property, or Borrower’s response thereto or the estimated costs thereof, shall change in (iii) stored any material respectamount of petroleum products at its Property in underground storage tanks. (b) Excluded from the representations and warranties in subsection (a) hereof with respect to Hazardous Materials are those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the maintenance of research and health care facilities, the use, treatment, storage, transportation and disposal of which has been and shall be in compliance with all Laws and Regulations. (c) No Property located in an area of high potential incidence of radon has an unventilated basement or subsurface portion which is occupied or used for any purpose other than the foundation or support of the improvements to such Property. (d) Borrower shall indemnify and hold harmless Agents and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, The Obligated Group has not received any notice from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of insurance company which has issued a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work policy with respect to the Property or from the applicable state or local government agency responsible for insurance standards (or any property of Borrower and other body exercising similar functions) requiring the preparation and implementation performance of any closurerepairs, remedial alterations or other required planswork, which repairs, alterations or other work have not been completed at the Property. All representationsThe Obligated Group has not received any notice of default or breach which has not been cured under any covenant, warrantiescondition, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreementrestriction, right‐of‐way, reciprocal easement agreement or other easement affecting their Property which is to be performed or complied with by them.

Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitspermits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsLaws. (b) Borrower Borrowers shall take prompt and appropriate action to respond to any of Borrowers’ non-compliance (to the extent Borrowers have knowledge thereof or would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall report to Agent on such response. (c) Borrowers shall give both oral and written notice to Administrative Agent within five (5) Business Days of Borrower’s immediately upon Borrowers’ receipt of any notice of, or Borrower’s Borrowers’ otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at by any one Borrower or upon any of Borrower’s properties or its premises; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: : (A) any material non-compliance with or material violation of any Environmental Law by Borrower or any Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises; (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials by any Borrower or upon any of its premises; or (D) any other environmental, health or safety matter matter; in each case, which has or would could have a Material Adverse Effect. (c) Without limiting the generality of the foregoingmaterial adverse effect upon any Borrower or its business, whenever Administrative Agent reasonably determines that there is non-compliance, operations or assets or any condition properties at which requires any action by Borrower transported, stored or on behalf disposed of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable to Administrative Agent to conduct such tests of the site where Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower’s response thereto or the estimated costs thereof, shall change in any material respect.Hazardous Materials; or (d) Borrower Borrowers shall indemnify and hold harmless Agents and Lenders Agent, Lenders, and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by any Borrower or upon any of its premises, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement. (e) To the extent any of the provisions of this Section 9.3 as they pertain to the Real Estate or the Adjacent Real Estate are inconsistent with the provisions of the applicable deed of trust in favor of Agent and Lenders on the Real Estate or Adjacent Real Estate, as applicable, the provisions of such deed of trust shall govern.

Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary each Guarantor to, at all times, times comply in all material respects with all applicable provisions of laws, rules, regulations, licenses, Permits, approvals and orders applicable to it and duly observe all requirements requirements, of any foreign, Federal, State or local Governmental Authority, including including, without limitation, ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, amended and the rules and regulations thereunder and all other statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution matters and employee health and safety, including including, without limitation, all of the Environmental Laws Laws, except for such noncompliance that would not result in each case where fines, penalties, injunctive relief or other liabilities which, in the failure to so comply therewith or observe such requirements aggregate, would have result in a Material Adverse Effect. Without limitation of Effect with respect to Borrower and the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsGuarantors. (b) Borrower shall give both oral take prompt and written notice appropriate action to Administrative Agent within five (5) Business Days of Borrower’s receipt of any notice of, or Borrower’s otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) respond to any material non-compliance with or material violation any of the Environmental Laws and shall regularly report to Agent on such response. If Borrower receives any notice of (i) the happening of any Environmental Law by Borrower event involving the use, spill, discharge or (B) the release, spill or discharge, threatened or actual, clean-up of any Hazardous Material or (Cii) the generationany complaint, useorder, storagecitation or notice with regard to air emissions, treatmentwater discharges, manufacture, handling, production noise emissions or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has affecting Borrower from any Person, including, but not limited to, the United States Environmental Protection Agency or would have a Material Adverse Effect. any state or local environmental agency or authority, then Borrower shall within five (c5) business days of such reciept give written notice of same to Agent and Lenders. Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material such non-compliance, with any Environmental Law, and such non-compliance could result in fines, penalties, injunctive relief or other liabilities, which, in the aggregate, would result in a Material Adverse Effect with respect to Borrower and the Guarantors, Borrower shall, at Administrative Agent’s Lender's request and Borrower’s 's expense: : (i) cause an independent environmental engineer acceptable to Administrative Agent to conduct such tests an assessment of the site where Borrower’s non-compliance 's noncompliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent and Lenders a report as to such non-compliance setting forth the results of such testsassessment, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof thereof; and (ii) provide to Administrative Agent and Lenders a supplemental report of such engineer whenever the scope of such non-compliancethe environmental problems, or Borrower’s 's response thereto or the estimated costs thereof, shall change in any material respectmaterially change. (d) Borrower shall indemnify and hold harmless Agents and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State State, Provincial or local Governmental Authority, including ERISA, the Code, Income Tax Act (Canada), the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, the Employment Standards Act (Ontario), the Occupational Health & Safety Act (Ontario), as amended, all federal, state, provincial and local statutes, regulations, rules and orders pertaining to sales of consumer goods (including, the Consumer Products Safety Act of 1972, as amended, and the Federal Trade Commission Act of 1914, as amended and all regulations, rules and orders promulgated thereunder), and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws in each case where Laws, except to the failure extent any such noncomplaince could not reasonably be expected to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations. (b) Borrower Borrowers and Guarantors shall give both oral and written notice to Administrative Agent within five (5) Business Days of immediately upon any Borrower’s 's or Guarantor's receipt of any notice of, or any Borrower’s 's or Guarantor's 77 otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by any Borrower or Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or (C) caused to be furnished, by such Borrower or Guarantor to Agent. Each Borrower and Guarantor shall take prompt action to respond to any material non-compliance with any of the generation, use, storage, treatment, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has or would have a Material Adverse EffectEnvironmental Laws and shall regularly report to Agent on such response. (c) Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is non-compliance, or any condition which under applicable Environmental Law requires any action by or on behalf of any Borrower or Guarantor in order to avoid any material non-compliance, with any Environmental Law, which in any case could reasonably be expected to have a Material Adverse Effect, such Borrower or Guarantor shall, Borrowers and Guarantors shall, at Administrative Agent’s 's request and Borrower’s Borrowers' expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the site where Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-non- compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Borrower’s 's or Guarantor's response thereto or the estimated costs thereof, shall change in any material respect. (d) Each Borrower and Guarantor shall indemnify and hold harmless Agents Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ ' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower or Guarantor and the preparation and implementation of any closure, remedial or other required plansplans other than such loss, claim, damage, liability, cost or expense as a result of the gross negligence or wilful misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. ‌ (a) Borrower shallThe Obligated Group, after due inquiry, has no knowledge and shall cause has not given or received any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations. (b) Borrower shall give both oral and written notice to Administrative Agent within five (5) Business Days indicating that its Property or the past or present use thereof or any practice, procedure or policy employed by them in the conduct of Borrower’s receipt of their business materially violates any notice ofapplicable law, or Borrower’s otherwise obtaining knowledge ofregulation, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaintcode, order, directiverule, claimsjudgment or consent agreement, citation including, without limitation, those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental protection, hazardous or notice with respect to: toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting title to the property (A) any material non-compliance with or material violation of any Environmental Law by Borrower or (B) the releasecollectively, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter which has or would have a Material Adverse Effect. (c) “Laws and Regulations”). Without limiting the generality of the foregoing, whenever Administrative Agent reasonably determines that there is non-complianceneither the Obligated Group nor, to the best of its knowledge, after due inquiry, any prior or present owner, tenant or subtenant of any condition which requires any action by of the Property has, other than as set forth in subsections (a) and (b) of this Section 5.09 or on behalf of Borrower as may have been remediated in order to avoid any material non-complianceaccordance with Laws and Regulations, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable used, treated, stored, transported or disposed of any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon, petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as defined in CERCLA, RCRA, CWA, CAA, TSCA and Title III, and the regulations promulgated pursuant thereto, and in all Other Environmental Regulations applicable to Administrative Agent to conduct such tests the Obligated Group, any of the site where Borrower’s non-compliance Property or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such testsbusiness operations conducted by the Obligated Group thereon (collectively, a proposed plan for responding to any material environmental problems described therein“Hazardous Materials”) on, and an estimate of the costs thereof and from or beneath its Property, (ii) provide pumped, spilled, leaked, disposed of, emptied, discharged or released (hereinafter collectively referred to Administrative Agent a supplemental report as “Release”) any material amount of such engineer whenever the scope of such non-complianceHazardous Materials on, from or beneath its Property, or Borrower’s response thereto or the estimated costs thereof, shall change in (iii) stored any material respectamount of petroleum products at its Property in underground storage tanks. (b) Excluded from the representations and warranties in subsection (a) hereof with respect to Hazardous Materials are those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the maintenance of research and health care facilities, the use, treatment, storage, transportation and disposal of which has been and shall be in compliance with all Laws and Regulations. (c) No Property located in an area of high potential incidence of radon has an unventilated basement or subsurface portion which is occupied or used for any purpose other than the foundation or support of the improvements to such Property. (d) Borrower shall indemnify and hold harmless Agents and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, The Obligated Group has not received any notice from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of insurance company which has issued a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work policy with respect to the Property or from the applicable state or local government agency responsible for insurance standards (or any property of Borrower and other body exercising similar functions) requiring the preparation and implementation performance of any closurerepairs, remedial alterations or other required planswork, which repairs, alterations or other work have not been completed at the Property. All representationsThe Obligated Group has not received any notice of default or breach which has not been cured under any covenant, warrantiescondition, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreementrestriction, right-of-way, reciprocal easement agreement or other easement affecting their Property which is to be performed or complied with by them.

Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, times comply in all material respects with all applicable provisions of laws, rules, regulations, licenses, Permitspermits, approvals and orders applicable to it and duly observe all requirements requirements, of any foreign, Federal, State State, Provincial or local Governmental Authority, including ERISAincluding, the Codewithout limitation, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, the Employment Standards Act (Ontario), the Occupational Health & Safety Act (Ontario), ERISA, the Code, as amended, and the rules and regulations thereunder and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsLaws. (b) Borrower Borrowers and Guarantors shall give both oral and written notice to Administrative Agent within five (5) Business Days of Lender promptly upon a Borrower’s 's or Guarantor's receipt of any notice of, or a Borrower’s 's or Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the material release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-non- compliance with or material violation of any Environmental Law by a Borrower or Guarantor or (B) the material release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than in accordance with applicable Environmental Laws or (D) any other environmental, health or safety matter matter, which has materially and adversely affects a Borrower or would have Guarantor or its business, operations or assets or any properties at which a Material Adverse EffectBorrower or Guarantor transported, stored or disposed of any Hazardous Materials. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by Borrowers and Guarantors to Lender. Borrowers and Guarantors shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Without limiting the generality of the foregoing, whenever Administrative Agent reasonably Lender determines that there is material non-compliance, or any condition which requires any action by or on behalf of any Borrower or Guarantor in order to avoid any material non-compliance, with any Environmental Law, such Borrower or Guarantor shall, at Administrative Agent’s Lender's request and such Borrower’s 's or Guarantor's expense: (i) cause an independent environmental engineer acceptable to Administrative Agent Lender to conduct such tests of the site where such Borrower’s 's or Guarantor's material non-compliance or alleged material non-compliance with such Environmental Laws has occurred as to such material non-compliance and prepare and deliver to Administrative Agent Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent Lender a supplemental report of such engineer whenever the scope of such non-compliance, or such Borrower’s 's or Guarantor's response thereto or the estimated costs thereof, shall change in any material respect. (d) Each Borrower and Guarantor shall indemnify and hold harmless Agents Lender and Lenders and their its respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ ' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower or Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitspermits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsLaws. (b) Borrower Borrowers shall take prompt and appropriate action to respond to any of Borrowers’ non-compliance (to the extent Borrowers have knowledge thereof or would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall report to Agent on such response. (c) Borrowers shall give both oral and written notice to Administrative Agent within five (5) Business Days of Borrower’s immediately upon Borrowers’ receipt of any notice of, or Borrower’s Borrowers’ otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at by any one Borrower or upon any of Borrower’s properties or its premises; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: : (A) any material non-compliance with or material violation of any Environmental Law by Borrower or any Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises; (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials by any Borrower or upon any of its premises; or (D) any other environmental, health or safety matter matter; in each case, which has or would could have a Material Adverse Effect. (c) Without limiting the generality of the foregoingmaterial adverse effect upon any Borrower or its business, whenever Administrative Agent reasonably determines that there is non-compliance, operations or assets or any condition properties at which requires any action by Borrower transported, stored or on behalf disposed of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable to Administrative Agent to conduct such tests of the site where Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower’s response thereto or the estimated costs thereof, shall change in any material respect.Hazardous Materials; or (d) Borrower Borrowers shall indemnify and hold harmless Agents and Lenders Agent, Lenders, and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by any Borrower or upon any of its premises, including including, without limitation, the costs of any required or necessary repair, cleanup or *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement. (e) To the extent any of the provisions of this Section 9.3 as they pertain to the Real Estate are inconsistent with the provisions of the deed of trust in favor of Agent and Lenders on the Real Estate, the provisions of such deed of trust shall govern.

Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitspermits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all 36 42 statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws in each case where the failure to so comply therewith or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, to the best knowledge of Borrower, any Affiliate of Borrower (i) becomes a Sanctioned Person, (ii) does business in a Sanctioned Country in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC, and (y) comply, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsLaws. (b) Each Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall report to Lender on such response. (c) Borrowers shall give both oral and written notice to Administrative Agent within five (5) Business Days of Lender immediately upon any Borrower’s 's receipt of any notice of, or any Borrower’s 's otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties Material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by Borrower or any Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or Material; (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials Materials; or (D) any other environmental, health or safety matter matter, which has affects any Borrower or would have a Material Adverse Effect. (c) Without limiting the generality of the foregoingits business, whenever Administrative Agent reasonably determines that there is non-compliance, operations or assets or any condition properties at which requires any action by Borrower transported, stored or on behalf disposed of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer acceptable to Administrative Agent to conduct such tests of the site where Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower’s response thereto or the estimated costs thereof, shall change in any material respectHazardous Materials. (d) Each Borrower shall indemnify and hold harmless Agents and Lenders and their respective Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ ' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Borrower Each Obligor shall ensure that each Restricted Person shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, Permitspermits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, applicable to it, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws where such non-compliance would result in each case where a material adverse effect on the failure assets, business or condition (financial or otherwise) of GLC and its Subsidiaries, taken as a whole, or would materially impair the ability of such Restricted Person to so comply therewith perform its obligations under the Finance Documents to which it is a party or observe such requirements would have a Material Adverse Effect. Without limitation of the preceding provisions of this Section 9.3, Borrower shall (x) ensure that neither Borrower nor, Administrative Agent to enforce any Security or realise any Security created pursuant to the best knowledge Finance Documents, and in the case of Borrowereach US Loan Party, any Affiliate of Borrower (i) becomes a Sanctioned Personthat it and its ERISA Affiliates shall, (ii) does business in a Sanctioned Country in violation of the economic sanctions of at all times comply with ERISA, the United States administered by OFAC or (iii) does business in such country or with any such agencyof America Internal Revenue Code of 1986, organization or person, in violation of the economic sanctions of the United States administered by OFACof America Occupational Safety and Health Act of 1970, as amended and (y) complythe United States of America Fair Labour Standards Act of 1938, and cause each of its Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulationsas amended. (b) Borrower Each Obligor shall ensure that each Restricted Person shall give both oral and written notice to the Administrative Agent within five (5) Business Days of Borrowerimmediately upon such Restricted Person’s receipt of any notice of, or Borrower’s such Restricted Person otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at any one of Borrower’s properties or hazardous material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by Borrower or any Restricted Person; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material hazardous material; or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials hazardous materials other than in the ordinary course of and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or (D) caused to be furnished, by each Restricted Person to the Administrative Agent. Each Restricted Person shall take prompt and appropriate action to respond to any other environmental, health or safety matter which has or would have a Material Adverse Effectnon-compliance with any of the Environmental Laws and shall regularly report to the Administrative Agent on such response. (c) Without limiting the generality of the foregoing, whenever Administrative either Agent reasonably determines that there is any material non-compliance, or any condition which that requires any action by or on behalf of Borrower any Restricted Person in order to avoid any material non-compliance, with any Environmental Law, Borrower each Obligor shall ensure that such Restricted Person shall, at Administrative either Agent’s request and Borrowersuch Restricted Person’s expense: : (i) cause an independent environmental engineer acceptable to Administrative each Agent to conduct such tests of the site where Borrowera Restricted Person’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any material environmental problems described therein, and an estimate of the costs thereof and thereof; and (ii) provide to the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrowersuch Restricted Person’s response thereto or the estimated costs thereof, shall change in any material respect. (d) Borrower Each Obligor shall indemnify and hold harmless Agents and Lenders and their respective each Agent, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Materialhazardous material, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower any Restricted Person and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 Clause 19.2(d) shall survive the payment of the any Obligations and the termination or non-renewal of this Agreement.