Common use of Environmental Laws Clause in Contracts

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as disclosed in the General Disclosure Package and defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any matters such Environmental Permits that could are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, The term “Hazardous SubstancesMaterial” means (A) petroleum any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and petroleum productsLiability Act of 1980, by-products or breakdown productsas amended, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (including film processing chemicals)C) any petroleum or petroleum product, material (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance defined regulated under or regulated as toxic within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or hazardous operating expenditures required for clean-up, closure of properties or as a pollutant, contaminant or waste under compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectRegistration Statement, (a) Time of Sale Information or the Prospectus, (i) neither the Company nor any of and its subsidiaries is (x) are, and at all prior times within the last five years were, in violation of, or has compliance with any liability under, any and all applicable federal, statestate and local laws, local or non-U.S. statuterules, lawregulations, rulerequirements, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, decisions and orders relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection of human health or restoration of safety, the environment environment, natural resources, hazardous or natural resources (including biota)toxic substances or wastes, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages pollutants or contaminants (collectively, “Environmental Laws”), ; (iiy) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (bz) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of each of (x), (y) or (z) above, for any such failure to comply, or failure to receive required permits, licenses, certificates or other authorizations or approvals, or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) there are no costs (including capital expenditures), obligations or liabilities associated with Environmental Laws or hazardous or toxic substances or wastes, pollutants or contaminants of and relating to the Company or its subsidiaries, except for such costs, obligations or liabilities as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) there are no proceedings that are pending or, to the knowledge of each of the Company and TMM Holdingsor any of its subsidiaries, there are no facts threatened against the Company or circumstances any of its subsidiaries under any Environmental Laws other than such proceedings that would not reasonably be expected expected, individually or in the aggregate, to result in have a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where the failure to conduct or complete such actions, or comply with such orders or directions, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the U.S. Borrower or any of its subsidiaries is in violation ofSubsidiaries, or has any liability underorders, any federalrequirements or demands of Governmental Authorities related thereto, stateincluding, local or non-U.S. statutewithout limitation, lawreasonable attorney’s and consultant’s fees, ruleinvestigation and laboratory fees, regulationresponse costs, ordinancecourt costs and litigation expenses, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed described in the Registration Statement, General Disclosure Package and the Prospectus and except for any matters that could as would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect, neither of the Transaction Entities nor any of their respective Subsidiaries (and, to the knowledge of the Transaction Entities, no tenant or subtenant of any Property or portion thereof owned or leased by the Transaction Entities or their respective Subsidiaries) is in violation of any Environmental Law, including relating to the release of Hazardous Materials, and there are no pending or, to the knowledge of the Transaction Entities, threatened administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of noncompliance, investigations or proceedings relating to any such violation or alleged violation. There are no past or present events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any costs or liabilities to the Transaction Entities or any of their respective Subsidiaries under, or to interfere with or prevent compliance by the Transaction Entities or any of their respective Subsidiaries with, Environmental Laws, except as such would not have a Material Adverse Effect and would not have a material adverse effect on a Property or a prospective acquisition property described in the Prospectus, or any of their respective operations, financial results or value. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that would, singly or in the aggregate, have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 9.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants, with all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except for where the failure to comply could not reasonably have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any matters that Governmental Authority regarding Environmental Laws except (i) where the failure to do so could not reasonably be expected to have a Material Adverse Effect, Effect or (aii) (i) neither to the Company nor extent the Credit Parties or any of its subsidiaries is their Subsidiaries are contesting, in good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or has liability under any liability under, any federal, state, local Environmental Laws applicable to the operations of the Credit Parties or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)such Subsidiaries, or decision any orders, requirements or order demands of any domestic or foreign governmental entity or courtGovernmental Authorities related thereto, relating to pollutionincluding, without limitation, reasonable attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawsparty seeking indemnification therefor.

Environmental Laws. Except as disclosed (a) At its sole expense, the Loan Parties shall (i) comply, and shall cause their Subsidiaries and their Real Property and operations to comply, with applicable Environmental Laws, the breach of which, individually or in the General Disclosure Package and except for any matters that aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), ; (ii) neither the Company nor not Release or threaten to Release any Hazardous Material on, under, about or from any of its subsidiaries owns, occupies, operates the Loan Parties’ or uses any real of their Subsidiaries’ Real Property or any other property contaminated offsite the Real Property to the extent caused by any Loan Party’s or any of their Subsidiaries’ operations except in compliance with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to applicable Environmental Laws, if and to the extent that the Release or threatened Release of such Hazardous Materials, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) neither timely obtain or file all permits, licenses, approvals, registrations and other authorizations to be obtained or filed in connection with the Company nor operation or use of the Loan Parties’ or any of its subsidiaries is liable their Subsidiaries’ Real Property, if and to the extent that the failure to obtain or allegedly liable for any release file such permits, licenses, approvals, registrations or threatened release of Hazardous Substancesother authorizations, including at any off-site treatmentindividually or in the aggregate, storage or disposal site could reasonably be expected to have a Material Adverse Effect; and (iv) the Company promptly commence and its subsidiaries have received and are in compliance with alldiligently prosecute to completion any assessment, and have no liability under anyevaluation, permitsinvestigation, licensesmonitoring, authorizationscontainment, identification numbers cleanup, removal, repair, restoration, remediation or other approvals remedial obligations (collectively, the “Remedial Work”) in the event such Remedial Work is required under applicable Environmental Laws to conduct because of or in connection with the Release or threatened Release of Hazardous Material on, under, about or from any of the Loan Parties’ or any of their respective businesses; Subsidiaries’ Real Property, if and (b) to the knowledge of each of extent that failure to commence and diligently prosecute to completion such Remedial Work, individually or in the Company and TMM Holdingsaggregate, there are no facts or circumstances that would could reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed described in the Registration Statement, the General Disclosure Package and except for any matters that could not the Prospectus or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor and its subsidiaries (A) are conducting and have conducted their businesses, operations and facilities in compliance with Environmental Laws (as defined below); (B) have duly obtained, possess, maintain in full force and effect and have fulfilled and performed all of their obligations under any and all permits, licenses or registrations required under Environmental Law (“Environmental Permits”); (C) have not received any notice from a governmental authority or any other third party alleging any violation of Environmental Law or liability thereunder; (D) are not subject to any pending or, to the best knowledge of the Company or any of its subsidiaries, threatened claim in writing or other legal proceeding under any Environmental Laws against the Company or any of its subsidiaries; (E) do not have knowledge of any applicable Environmental Laws, or any unsatisfied conditions in an Environmental Permit, that, individually or in the aggregate, can reasonably be expected to require any material capital expenditures for either the installation of new pollution control equipment, or a switch in a project’s fuel or other material modification of current operations in order to maintain the Company’s or the subsidiaries’ compliance with Environmental Laws; and (F) do not have knowledge of any facts or circumstances that reasonably would be expected to result in the Company or any of its subsidiaries is being subjected to a material liability arising under Environmental Laws. As used in violation ofthis paragraph, “Environmental Laws” means any and all applicable foreign, federal, state and local laws and regulations, or has any liability under, any federal, state, local enforceable administrative or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or courtjudicial interpretation thereof, relating to pollutionpollution or the protection of human health or the environment, including, without limitation, those relating to (i) emissions, discharges or releases of Hazardous Substances into ambient air, surface water, groundwater or land, (ii) the generation, manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal release, transport or release of Hazardous Substances (defined below)handling of, to the protection or restoration of the environment or natural resources (including biota)exposure to, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any protection of its subsidiaries is liable wildlife or allegedly liable for any release endangered or threatened release of Hazardous Substances, including at any off-site treatment, storage species or disposal site and (iv) the Company and its subsidiaries have received and are investigation, remediation or cleanup of any Hazardous Substances. As used in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsectionparagraph, “Hazardous Substances” means (A) pollutants, contaminants, hazardous substances, materials or wastes, petroleum, petroleum products and petroleum products, by-products their breakdown constituents or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except In addition to and without limiting the generality of Section 8.9, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws in each case except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (ab) (i) neither the Company nor any of its subsidiaries is in violation ofconduct and complete all investigations, or has any liability understudies, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health sampling and safety including as such relates to exposure to Hazardous Substancestesting, and to natural resource damages (collectivelyall remedial, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to removal and other actions required under Environmental Laws, (iii) neither the Company nor and promptly comply with all lawful orders and directives of any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Governmental Authority regarding Environmental Laws to conduct their respective businesses; and (b) to the knowledge of in each of the Company and TMM Holdings, there are no facts or circumstances that would case except as could not reasonably be expected to result have a Material Adverse Effect, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in a any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionthe Borrower or any such Subsidiary, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and petroleum productsconsultant’s fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown productswillful misconduct of the party seeking indemnification therefor, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as determined by a pollutant, contaminant or waste under Environmental Lawscourt of competent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effectgenerality of Section 9.6, (a) comply in all material respects with, and use reasonable efforts to require such compliance by all tenants and subtenants with, applicable Environmental Laws and obtain and comply with and maintain, and use reasonable efforts to require that all tenants and subtenants, if any, obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, (b) promptly comply in all material respects with all lawful orders and directives of any Governmental Authority regarding Environmental Laws and satisfy all successful, final, non-appealable Environmental Claims brought by any Person, including without limitation the investigation, sampling, remediation, removal and monitoring of Hazardous Materials, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any such Subsidiary, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except (i) to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor, as determined by a court of competent jurisdiction by final nonappealable judgment or (ii) to the extent that any of the foregoing relate solely to conditions which first occur or come into existence after the consummation of a foreclosure or a deed in lieu of foreclosure with respect to the real Property involved as to which neither the Company any Credit Party nor any of its subsidiaries is in violation of, or Subsidiaries has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health control and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means either (A) petroleum and petroleum productssuch conditions result from the negligence or willful misconduct of the party seeking indemnification therefor, by-products as determined by a court of competent jurisdiction by a final nonappealable judgment, or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material such conditions first occur or substance defined come into existence more than two years after the consummation of such foreclosure or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawsdeed in lieu of foreclosure.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where the failure to conduct or complete such actions, or comply with such orders or directions, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any of its subsidiaries is in violation ofSubsidiaries, or has any liability underorders, any federalrequirements or demands of Governmental Authorities related thereto, stateincluding, local or non-U.S. statutewithout limitation, lawreasonable attorney's and consultant's fees, ruleinvestigation and laboratory fees, regulationresponse costs, ordinancecourt costs and litigation expenses, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed In addition to and without limiting the generality of Section 8.9, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, in each case except where the General Disclosure Package and except for any matters that failure to do so could not reasonably be expected to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials applicable to the operations of the Borrower or any such Subsidiary or any property owned, leased or operated by the Borrower or its subsidiaries is in Subsidiaries, or the violation of, noncompliance with or has liability under any liability under, Environmental Laws applicable to the operations of the Borrower or any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)such Subsidiary, or decision any orders, requirements or order demands of any domestic or foreign governmental entity or courtGovernmental Authorities related thereto, relating to pollutionincluding, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed set forth in the General Disclosure Package Schedule or disclosed pursuant to Section 6.4, (i) Borrower and except for its Subsidiaries are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have and are in compliance with all licenses and permits required under any matters that could such Laws, unless failure to so comply or have such licenses and permits would not reasonably be expected to have cause a Material Adverse EffectChange; (ii) none of the operations or properties of Borrower or any of its Subsidiaries is the subject of federal, provincial or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (aincluding storage or disposal at offsite locations) of any Hazardous Materials, unless such remedial action would not reasonably be expected to cause a Material Adverse Change; and (iiii) neither the Company Borrower nor any of its subsidiaries Subsidiaries (and to the actual knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is in violation responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any Hazardous Materials have been improperly released, or are improperly stored or disposed of, or has upon any liability under, property of any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, codesuch Person, other requirement or rule than of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatmentan alleged improper release, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would not reasonably be expected to result in cause a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Change.

Environmental Laws. Except as disclosed In addition to and without limiting the generality of Section 9.9, (a) in each case except where the General Disclosure Package and except for any matters that failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation ofcomply with, or has any liability underand ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any federaland all licenses, stateapprovals, local notifications, registrations or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to permits required by applicable Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) except where the failure to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would do so could not reasonably be expected to result have a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in a any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionthe Borrower or any such Subsidiary, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and petroleum productsconsultant’s fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown productswillful misconduct of the party seeking indemnification therefor, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as determined by a pollutant, contaminant or waste under Environmental Lawscourt of competent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed (a) In addition to and without limiting the generality of Section 5.09, (i) except where the failure to so comply could not, individually or in the General Disclosure Package and except for any matters that could not aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation ofcomply with, or has any liability underand use commercially reasonable efforts consistent with customary industry practices to ensure such compliance by all tenants and subtenants with, all applicable Environmental Laws and obtain and comply with and maintain, and use commercially reasonable efforts consistent with customary industry practices to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any federaland all licenses, stateapprovals, local notifications, registrations or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “permits required by applicable Environmental Laws”), (ii) neither the Company nor any of its subsidiaries ownsconduct and complete all investigations, occupiesstudies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws and (iii) neither defend, indemnify and hold harmless the Company nor Administrative Agent, the Collateral Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of its subsidiaries is liable whatever kind or allegedly liable for nature known or unknown, contingent or otherwise, arising out of, or in any release or threatened release way relating to the presence of Hazardous SubstancesMaterials, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionsuch GGS Company, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including reasonable attorney’s and petroleum productsconsultant’s fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown productswillful misconduct of the party seeking indemnification therefor, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as determined by a pollutant, contaminant or waste under Environmental Lawscourt of competent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed described in the Registration Statement, the General Disclosure Package and except for any matters that could not the Prospectus or would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (a) (iA) neither the Company nor any of its subsidiaries is in violation of, or has of any liability under, any applicable federal, state, local or non-U.S. or, to the Company’s knowledge, foreign statute, law, rule, regulation, ordinance, code, other requirement code or rule of common law (including common law)or any legally binding policy, or decision judicial or order of administrative interpretation thereof, including any domestic judicial or foreign governmental entity administrative order, consent, decree or courtjudgment, relating to pollutionpollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release of handling of, or exposure to, Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Materials (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivB) the Company and its subsidiaries have received all permits, authorizations and approvals required for their respective operations under any applicable Environmental Laws and are each in compliance with alltheir requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings, and have no liability under anyneither the Company nor its subsidiaries is subject to any costs or liabilities, permits, licenses, authorizations, identification numbers in each case relating to any Hazardous Materials or other approvals required under applicable Environmental Laws Law against or relating to conduct their respective businesses; the Company or any of its subsidiaries and (bD) to the knowledge of each of the Company and TMM HoldingsCompany’s knowledge, there are no facts events or circumstances that would reasonably be expected to result in an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) there are no facts or circumstances regarding compliance with Environmental Laws that could reasonably be expected to have a violation ofmaterial effect on the capital expenditures, liability underearnings or competitive position of the Company and its subsidiaries, claim and (B) neither the Company nor any of its subsidiaries (1) is subject to any pending administrative or expense judicial proceeding pursuant to any Environmental Law. For purposes Law in which any governmental entity is also a party, other than such proceedings regarding which the Company reasonably believed no monetary sanctions of this subsection$100,000 or more will be imposed, “Hazardous Substances” means nor does the Company or any of its subsidiaries know of any such proceeding being contemplated, by any Governmental Entity, or (A2) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) anticipates any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under capital expenditures relating to any Environmental Laws.

Environmental Laws. Except as disclosed in where the General Disclosure Package and except for any matters that failure to do so could not reasonably be expected to have create a Material Adverse Effect, in addition to and without limiting the generality of Section 9.6, (a) (i) neither the Company nor any of its subsidiaries is in violation ofcomply with, or has any liability underand make commercially reasonable efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and make commercially reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any federaland all licenses, stateapprovals, local notifications, registrations or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to permits required by applicable Environmental Laws, (iiib) neither conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, and (c) defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of its subsidiaries is liable whatever kind or allegedly liable for nature known or unknown, contingent or otherwise, arising out of, or in any release or threatened release way relating to the presence of Hazardous SubstancesMaterials, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionthe Borrower or any such Restricted Subsidiary, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney's and petroleum productsconsultant's fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawswillful misconduct of the party seeking indemnification therefor.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.9, (a) comply with, and take commercially reasonable efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and take commercially reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for with respect to any matters that could not reasonably be expected to have result in a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of its subsidiaries is whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or has liability under any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule Environmental Laws applicable to the operations of law (including common law)the Consolidated Companies, or decision any orders, requirements or order demands of any domestic or foreign governmental entity or courtGovernmental Authorities related thereto, relating to pollutionincluding, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence, willful misconduct or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any breach in bad faith of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each obligations of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where the failure to conduct or complete such actions, or comply with such orders or directions, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any of its subsidiaries is in violation ofSubsidiaries, or has any liability underorders, any federalrequirements or demands of Governmental Authorities related thereto, stateincluding, local or non-U.S. statutewithout limitation, lawreasonable attorney’s and consultant’s fees, ruleinvestigation and laboratory fees, regulationresponse costs, ordinancecourt costs and litigation expenses, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (a) : (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, of any federal, state, local or non-U.S. foreign statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)policy, or decision or order of any domestic governmental agency or foreign governmental entity body or court, any court relating to pollutionthe pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release handling of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Materials (collectively, “Environmental Laws”), ; (ii) neither the Company nor any of and its subsidiaries ownshave all permits, occupies, operates or uses authorizations and approvals required under any real property contaminated applicable Environmental Laws and are each in compliance with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, their requirements; (iii) neither the Company nor any of its subsidiaries owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatmentdisposal or contamination pursuant to any environmental laws, storage or disposal site is subject to any claim relating to any environmental laws; and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM HoldingsCompany’s knowledge, there are no facts events or circumstances that would might reasonably be expected to result in a violation ofform the basis of an order for clean-up or remediation, liability underor an action, claim suit or expense pursuant proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed In addition to and without limiting the generality of Section 8.6, and except to the extent that a failure to comply with any of the following, individually or in the General Disclosure Package and except for any matters that aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any comply with, and use reasonable efforts to ensure such compliance by all of its subsidiaries is in violation oftenants and subtenants, or has any liability underif any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any federaland all licenses, stateapprovals, local notifications, registrations or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to permits required by applicable Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws. Except as otherwise noted, the Borrower will defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the knowledge presence of each Hazardous Materials in, on or under properties owned, leased or operated by the Borrower and its Subsidiaries, or the Borrower’s or any of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a its Subsidiaries’ violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionthe Borrower or any such Subsidiary, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and petroleum productsconsultant’s fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown productswillful misconduct of the party seeking indemnification therefor, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as determined by a pollutant, contaminant or waste under Environmental Lawscourt of competent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed described in each of the General Disclosure Package Time of Sale Information and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) the Offering Memorandum: (i) neither the Company nor any of Partnership and its subsidiaries is (x) are and, during the relevant time periods specified in violation ofall applicable statutes of limitations, or has any liability under, any have been in compliance with all applicable federal, state, local or non-U.S. statuteand foreign laws, lawrules, ruleregulations, regulationrequirements, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, decisions and orders relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection of human health or restoration of safety (to the environment extent such human health or natural resources (including biota), to health and safety including as such relates protection is related to exposure to Hazardous Substanceshazardous or toxic substances or wastes, and to pollutants or contaminants), the environment, natural resource damages resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (iiy) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (bz) have not received any written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of each of the Company and TMM Holdings, there are no facts any event or circumstances condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Partnership or any of its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a violation ofMaterial Adverse Effect; and (iii) there are no proceedings that are pending or, liability underto the knowledge of the Antero Entities, claim threatened against the Partnership or expense pursuant to any of its subsidiaries under any Environmental Law. For purposes Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products $100,000 or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawsmore will be imposed.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectTime of Sale Information, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) through (vi) above such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. The Company has received and reviewed certain environmental reports on (which included physical inspection of the surface of) each Current Hotel's property and has obtained certain representations and warranties relating to environmental matters from the sellers of the Current Hotels set forth in purchase agreements therefor. Except as disclosed described in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectProspectus, (a) (i) neither the Company nor any Company, and, to its knowledge, each Current Hotel's property, is, and as of its subsidiaries is the Closing Time will be, in violation of, or has any liability under, any compliance with all applicable federal, state, state and local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, laws and regulations relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to human health and safety including as such relates to exposure to Hazardous Substancessafety, the environment, hazardous or toxic substances and to natural resource damages wastes, pollutants and contaminants (collectively, “"Environmental Laws”"), (ii) neither the Company nor any Company, or, to its knowledge, its lessees have received, or as of its subsidiaries ownsthe Closing Time will receive, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers licenses or other approvals required under applicable Environmental Laws to conduct their the respective businesses; hotel businesses presently conducted at each Current Hotel's property and (biii) the Company or, to its knowledge, its lessees are, or as of the Closing Time will be, in compliance with all terms and conditions of any such permit, license or approval, except, in respect of clauses (i), (ii) and (iii), as otherwise disclosed in the Prospectus or as would not, singly or in the aggregate, have a Material Adverse Effect. To the best knowledge of each of the Company and TMM HoldingsCompany, except as described in the Prospectus, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, remediation or closure of properties or compliance with Environmental Laws and any potential liabilities to third parties) that, as of the date hereof, would, or as of the Closing Time will, singly or in the aggregate, have a Material Adverse Effect. The Company has received and reviewed engineering reports on each Current Hotel's property, has obtained certain representations and warranties from the sellers of the Current Hotels set forth in purchase agreements therefor and has conducted physical inspections of each Current Hotel's property. In respect of each Current Hotel, (i) each Current Hotel is not in violation of any applicable building code, zoning ordinance or other law or regulation, except where such violation of any applicable building code, zoning ordinance or other law or regulation would not, singly or in the aggregate, have a Material Adverse Effect; (ii) the Company has not received notice of any proposed material special assessment or any proposed change in any property tax, zoning or land use laws or availability of water affecting any Current Hotel that would have, singly or in the aggregate, a Material Adverse Effect; (iii) except as disclosed in the Prospectus, there does not exist any material violation of any declaration of covenants, conditions and restrictions with respect to any Current Hotel that would have, singly or in the aggregate, a Material Adverse Effect, or any state of facts or circumstances or condition or event which could, with the giving of notice or passage of time, or both, constitute such a violation; and (iv) the improvements comprising any portion of each Current Hotel (the "Improvements") are free of any and all material physical, mechanical, structural, design and construction defects that would reasonably be expected to result have, singly or in the aggregate, a violation ofMaterial Adverse Effect and the mechanical, liability underelectrical and utility systems servicing the Improvements (including, claim without limitation, all water, electric, sewer, plumbing, heating, ventilation, gas and air conditioning) are in good condition and proper working order and are free of defects that would have, singly or expense pursuant to any Environmental Law. For purposes of this subsectionin the aggregate, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed In addition to and without limiting the generality of Section 9.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except where the failure to do so could not reasonably be expected, individually or in the General Disclosure Package aggregate, to have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected to have a Material Adverse EffectEffect and (c) defend, (a) (i) neither indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of its subsidiaries is whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or has liability under any liability under, Environmental Laws applicable to the operations of the Parent Borrower or any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)such Subsidiary, or decision any orders, requirements or order demands of any domestic or foreign governmental entity or courtGovernmental Authorities related thereto, relating to pollutionincluding, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except (i) The Company and each Subsidiary has complied with all applicable Environmental Laws (as disclosed defined below), except for violations of Environmental Laws that, individually or in the General Disclosure Package aggregate, have not had and except for any matters that could would not reasonably be expected to have a Material Adverse Effect. There is no pending or, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each the Company, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any Subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and TMM Holdings, there are no facts or circumstances that would not reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental LawMaterial Adverse Effect. For purposes of this subsectionAgreement, “Hazardous SubstancesEnvironmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (Ai) petroleum treatment, storage, disposal, generation and petroleum productstransportation of industrial, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as a pollutantpollutants, contaminant contaminants, toxic or waste under hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended.

Environmental Laws. Except (i) The Company and each subsidiary has complied with all applicable Environmental Laws (as disclosed defined below), except for violations of Environmental Laws that, individually or in the General Disclosure Package aggregate, have not had and except for any matters that could would not reasonably be expected to have a Material Adverse Effect. There is no pending or, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each the Company, threatened civil or criminal litigation, notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and TMM Holdings, there are no facts or circumstances that would not reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental LawMaterial Adverse Effect. For purposes of this subsectionAgreement, “Hazardous SubstancesEnvironmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (Ai) petroleum treatment, storage, disposal, generation and petroleum productstransportation of industrial, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as a pollutantpollutants, contaminant contaminants, toxic or waste under hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended.

Environmental Laws. Except Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment, or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as disclosed in the General Disclosure Package and defined herein) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”) except for any matters such Environmental Permits that could are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, The term “Hazardous SubstancesMaterial” means (A) petroleum any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and petroleum productsLiability Act of 1980, by-products or breakdown productsas amended, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (including film processing chemicals)C) any petroleum or petroleum product, material (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance defined regulated under or regulated as toxic within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or hazardous operating expenditures required for clean-up, closure of properties or as a pollutant, contaminant or waste under compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Except Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as disclosed in the General Disclosure Package and defined herein) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any matters such Environmental Permits that could are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, The term “Hazardous SubstancesMaterial” means (A) petroleum any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and petroleum productsLiability Act of 1980, by-products or breakdown productsas amended, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (including film processing chemicals)C) any petroleum or petroleum product, material (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance defined regulated under or regulated as toxic within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or hazardous operating expenditures required for clean-up, closure of properties or as a pollutant, contaminant or waste under compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed In addition to and without limiting the generality of Section 9.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except where the failure to do so could not reasonably be expected, individually or in the General Disclosure Package aggregate, to have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected to have a Material Adverse EffectEffect and (c) defend, (a) (i) neither indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of its subsidiaries is whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or has liability under any liability under, Environmental Laws applicable to the operations of the Borrower or any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)such Subsidiary, or decision any orders, requirements or order demands of any domestic or foreign governmental entity or courtGovernmental Authorities related thereto, relating to pollutionincluding, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where the failure to conduct or complete such actions, or comply with such orders or directions, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the U.S. Borrower or any of its subsidiaries is in violation ofSubsidiaries, or has any liability underorders, any federalrequirements or demands of Governmental Authorities related thereto, stateincluding, local or non-U.S. statutewithout limitation, lawreasonable attorney's and consultant's fees, ruleinvestigation and laboratory fees, regulationresponse costs, ordinancecourt costs and litigation expenses, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in the General Disclosure Package The Company and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is are and, within all applicable statute of limitation periods, have been in violation ofcompliance with all foreign, or has any liability under, any federal, state, state and local or non-U.S. statute, law (including the common law), ordinance, rule, regulation, ordinanceorder, codejudgment, other requirement decree, permit, license registration, exemption, approval or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or courtauthorization, relating to pollutionthe generation, to the use, handling, transportation, treatment, storage, dischargehandling, transportation and disposal of hazardous or release of Hazardous Substances (defined below)toxic substances, to materials or wastes or the protection or restoration of the environment or natural resources (including biota), to health and safety including as (to the extent such relates health and safety relate to exposure to Hazardous Substanceshazardous or toxic substances, and materials or wastes) or the environment which are applicable to natural resource damages their businesses (collectively, “Environmental Laws”), (ii) neither except where the failure to comply would not, singly or in the aggregate, have a Material Adverse Effect. There has been no disposal, discharge, emission, or other release of any hazardous or toxic substances, materials or wastes by or on behalf of, the Company nor or any of its subsidiaries owns(or, occupiesto the Company’s knowledge, operates any other entity for whose acts or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither omissions the Company nor or any of its subsidiaries is liable liable) upon any of the property owned, leased or allegedly liable operated by the Company or any of its subsidiaries or into the environment surrounding such real property, or, to the Company’s knowledge, upon any other offsite property where the Company or its subsidiaries have transported or disposed such hazardous or toxic substances, materials or wastes that would give rise to any legally enforceable liability under, any Environmental Law, except for any release violation or threatened release liability which would not have, individually or in the aggregate with all such violations and liabilities, a Material Adverse Effect. The Company and its subsidiaries monitor and assess the requirements of Hazardous SubstancesEnvironmental Laws applicable to their businesses and assets and periodically evaluate the costs and liabilities that may be incurred pursuant to such requirements (including, including at without limitation, any offcapital or operating expenditures required for clean-site treatmentup, storage closure of properties or disposal site compliance with Environmental Laws and (ivpermits, licenses, registrations, exemption, approvals and authorizations issued thereunder, any related constraints on operating activities, and any legally enforceable liabilities to third parties) and, based on such monitoring, assessment and evaluation, the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of any such costs or liabilities that could, individually or in the Company and TMM Holdingsaggregate, there are no facts or circumstances that would reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed described, incorporated or deemed incorporated by reference in the General Disclosure Package and the Prospectus, and except for any matters that could not as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, (a) (i) neither the Company nor any of its subsidiaries the Subsidiaries is in violation of, or has any liability under, of any federal, state, local or non-U.S. foreign statute, law, rule, regulation, ordinance, code, other requirement policy or rule of common law (or any judicial or administrative interpretation thereof, including common law)any judicial or administrative order, consent, decree or decision or order of any domestic or foreign governmental entity or courtjudgment, relating to pollutionpollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release handling of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Materials (collectively, “Environmental Laws”), (ii) neither the Company nor and the Subsidiaries have all permits, authorizations and approvals required under any of its subsidiaries owns, occupies, operates or uses any real property contaminated applicable Environmental Laws and are each in compliance with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Lawstheir requirements, (iii) neither there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company nor or any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site the Subsidiaries and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts events or circumstances that would reasonably be expected to result in a violation ofform the basis of an order for clean-up or remediation, liability underor an action, claim suit or expense pursuant proceeding by any private party or governmental body or agency, against or affecting the Company or any of the Subsidiaries relating to Hazardous Materials or any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package Ionis and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) each of its subsidiaries (i) neither the Company nor are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any of its subsidiaries is in violation ofGovernmental Authority, or has including without limitation any liability underinternational, any federalnational, state, local or non-U.S. statuteprovincial, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)regional, or decision or order of any domestic or foreign governmental entity or courtlocal authority, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection of human health or restoration of safety, the environment environment, or natural resources resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”)) applicable to such entity, (ii) neither the Company nor any of its subsidiaries ownswhich compliance includes, occupieswithout limitation, operates or uses any real property contaminated obtaining, maintaining and complying with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site all permits and (iv) the Company authorizations and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable by Environmental Laws to conduct their respective businesses; , and (bii) to have not received written notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the knowledge presence, disposal or release of each hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation would not, in the Company and TMM Holdingsaggregate, have a Material Adverse Effect. Except as described in the SEC Documents, (A) there are no facts proceedings that are pending, or circumstances that would known to be contemplated, against Ionis or any of its subsidiaries under Environmental Laws in which a Governmental Authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $250,000 or more will be expected to result in a violation ofimposed, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) Ionis and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other chemical (including film processing chemicals), material obligations under Environmental Laws or substance defined or regulated as toxic or concerning hazardous or as toxic substances or wastes, pollutants or contaminants, that would have a pollutantMaterial Adverse Effect, contaminant or waste under and (C) none of Ionis and its subsidiaries anticipates material capital expenditures relating to Environmental Laws.

Environmental Laws. Except in each case as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus and except for any matters that could not in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) : (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received complied with all applicable federal, state, local, foreign and are in compliance international laws (including the common law), statutes, rules, regulations, orders, judgments, decrees or other legally binding requirements of any court, administrative agency or other governmental authority relating to pollution or to the protection of the environment, natural resources or human health or safety, or to the manufacture, use, generation, treatment, storage, disposal, release or threatened release of hazardous or toxic substances, pollutants, contaminants or wastes, or the arrangement for such activities (“Environmental Laws”); (ii) the Company and its subsidiaries have obtained and complied with all, and have no liability under any, all permits, licenses, authorizations, identification numbers authorizations or other approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses and are not subject to any action to revoke, terminate, cancel, limit or appeal any such permits, licenses, authorizations or approvals; and (biii) to the knowledge of each none of the Company or any of its subsidiaries has received written notice of or is otherwise subject to any pending or threatened claim, or has any cost or liability under Environmental Laws in respect of its past or present business, operations (including the disposal of hazardous substances at any off-site location), facilities or real property (whether owned, leased or operated) or on account of any predecessor or any person whose liability under any Environmental Laws it has agreed to assume; and TMM Holdings, there are no the Company is not aware of any facts or circumstances conditions that could reasonably be expected to give rise to any such claim, cost or liability. Except in each case as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries is aware of any facts or issues relating to compliance with Environmental Laws that would reasonably be expected to have a material effect on their capital expenditures, earnings or competitive position or is a party to any judicial or administrative proceeding (including a notice of violation) under any Environmental Laws to which a governmental authority is also a party and which involves potential monetary sanctions, unless it could reasonably be expected that such proceeding will result in a violation ofmonetary sanctions of less than $300,000, liability underor which is otherwise material, claim and no such proceeding has, to the Company’s knowledge, been threatened in writing or expense pursuant is known by the Company to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawsbe contemplated.

Environmental Laws. Except as disclosed described in the Registration Statement, the General Disclosure Package and except for any matters that could not the Prospectus or would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (aA) the Company and all of its subsidiaries are in compliance with all applicable federal, state and local statutes, laws, rules (iincluding fundamental principles of common law), regulations, ordinances, codes or policies, or any judicial or administrative interpretations thereof, including any judicial or administrative orders, consents, decrees or judgments, relating to pollution or protection of human health (to the extent relating to exposure to Hazardous Materials, as defined below), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of, or human exposure to, pollutants, contaminants, solid or hazardous wastes, toxic substances, hazardous substances or chemicals, petroleum or petroleum products or asbestos-containing materials (collectively, “Hazardous Materials”), or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have received or timely applied for all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with the terms and conditions of all such received permits, authorizations and approvals, (C) there has been no release of Hazardous Materials at any of the properties of the Company or any of its subsidiaries that requires any clean-up or remediation pursuant to Environmental Law, (D) neither the Company nor any of its subsidiaries is in violation ofconducting or funding any investigation, clean-up or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order remediation of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”)Materials at any property, (iiE) neither there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company nor or any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivF) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts events or circumstances that would reasonably be expected to result in a violation ofform the basis of an order for clean-up or remediation, liability underor an action, claim suit or expense pursuant proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or arising under any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except (i) The Company and each subsidiary has complied with all applicable Environmental Laws (as disclosed defined below), except for violations of Environmental Laws that, individually or in the General Disclosure Package aggregate, have not had and except for any matters that could would not reasonably be expected to have a Material Adverse Effect. There is no pending or, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each the Company, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and TMM Holdings, there are no facts or circumstances that would not reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental LawMaterial Adverse Effect. For purposes of this subsectionAgreement, “Hazardous SubstancesEnvironmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (Ai) petroleum treatment, storage, disposal, generation and petroleum productstransportation of industrial, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as a pollutantpollutants, contaminant contaminants, toxic or waste under hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended (“CERCLA”).

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aa)(i) (i) neither Neither the Company nor any of its subsidiaries the Controlled Entities is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries the Controlled Entities owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries the Controlled Entities is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of the Controlled Entities is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of the Controlled Entities is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries the Controlled Entities have received and are in compliance with all, and have no liability under any, any permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; and (c) there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 9.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where the failure to conduct or complete such actions, or comply with such orders or directions, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (ic) neither defend, indemnify and hold harmless the Company nor Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of its subsidiaries is whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or has liability under any liability under, Environmental Laws applicable to the operations of the US Borrower or any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law)such Subsidiary, or decision any orders, requirements or order demands of any domestic or foreign governmental entity or courtGovernmental Authorities related thereto, relating to pollutionincluding, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration extent that any of the environment foregoing directly result from the gross negligence or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each willful misconduct of the Company and TMM Holdingsparty seeking indemnification therefor, there are no facts or circumstances that would reasonably be expected to result in as determined by a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes court of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawscompetent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (iA)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (bB) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (C) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (D) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (Ax) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (By) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aa)(i) (i) neither Neither the Company nor any of its subsidiaries the Controlled Entities is in violation of, or has any liability under, any applicable federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries the Controlled Entities owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries the Controlled Entities is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of the Controlled Entities is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and site, (ivv) neither the Company nor any of the Controlled Entities is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, (vi) the Company and its subsidiaries the Controlled Entities have received and are in compliance with the terms and conditions of all, and have no liability under any, any permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, and (vii) there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties), except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and the Controlled Entities, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed otherwise set forth in the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) the Prospectus: (i) the properties of the Company are in compliance with, and neither the Company nor any of its subsidiaries is in violation of, or subsidiary has any liability with respect to the properties of the Company under, any federal, state, local or applicable Environmental Laws (as defined below) except for such non-U.S. statute, law, rule, regulation, ordinance, code, other requirement compliance or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), liability which would not result in a Material Adverse Effect; (ii) neither the Company nor any subsidiary has at any time released (as such term is defined in Section 101 (22) of its subsidiaries ownsCERCLA (as defined below)) or otherwise disposed of or handled, occupiesHazardous Materials (as defined below) on, operates to or uses from any real property contaminated with Hazardous Substances of the Company, except for such releases, disposals and handlings as would not be reasonably likely to result in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, Material Adverse Effect; (iii) neither the Company nor any subsidiary knows of its subsidiaries is liable any seepage, leak, discharge, release, emission, spill, or allegedly liable for any release or threatened release dumping of Hazardous SubstancesMaterials into waters (including, including at but not limited to, groundwater and surface water) on, beneath or adjacent to any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each property of the Company and TMM HoldingsCompany, there are no facts or circumstances that other than such matters as would not be reasonably be expected likely to result in a violation Material Adverse Effect; (iv) neither the Company nor any subsidiary has received any written notice of, liability underor has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or expense pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any property of the Company or arising out of the conduct of the business of the Company or such subsidiary at the properties of the Company, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus; (v) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (vi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, any subsidiary or the properties of the Company, other than as would not be reasonably likely to result in a Material Adverse Effect. For purposes of this subsectionAs used herein, “Hazardous SubstancesMaterial” means (A) petroleum and petroleum productsshall include, by-products or breakdown productswithout limitation, any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, polychlorinated biphenyls toxic mold or any hazardous material as defined by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and mold and (Bcollectively “Environmental Laws”) shall mean any other chemical applicable foreign, federal, state or local law (including film processing chemicalsstatute or common law), material ordinance, rule, regulation, or substance defined judicial or regulated administrative order, consent decree or judgment relating to the protection of human health (with respect to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as toxic or hazardous or amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as a pollutantamended, contaminant or waste under Environmental Laws49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2697, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing.

Environmental Laws. Except as disclosed would not, individually or in the General Disclosure Package and except for any matters that could not aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company, (a) (i) neither the Company nor its Subsidiaries is subject to any of its subsidiaries is in action, claim, suit, proceeding, or investigation alleging the violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), statute, ordinance, regulation, order or decision or order similar requirement of any domestic Governmental Entity or foreign governmental entity or courtother requirement of law regulating, relating to pollutionor imposing liability or standards of conduct concerning protection of human health or the environment, including any of the foregoing to the useextent such matters are addressed in any product safety or worker health or safety laws including the Occupational Safety and Health Act of 1970 and any similar state or local laws, handling, transportation, treatment, storage, discharge, disposal rules or release of Hazardous Substances regulations (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental LawsLaw”), (ii) neither the Company nor any of its subsidiaries ownsSubsidiaries is a party to any agreement concerning, occupiesnor have such entities received any notice, operates demand, request for information, summons or uses order from any real property contaminated with Person relating to, actual or potential liability under any Environmental Law or the presence or release of any Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsMaterials, and (iii) neither no underground storage tanks and no amount of any substance that has been designated by any Governmental Entity or by applicable federal, state or local law or regulation to be radioactive, toxic, hazardous or otherwise a danger to health or the Company nor any of its subsidiaries is liable environment or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would could reasonably be expected to result in a violation ofliability to the Company or any of its Subsidiaries under any applicable Environmental Law, liability underincluding PCBs, claim or expense asbestos, petroleum, toxic mold, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws, but excluding office and janitorial supplies (“Hazardous Materials”), are present as a result of the actions or omissions of the Company or any of its Subsidiaries or any Affiliate of the Company, or, to the Knowledge of the Seller, any other Person, in, on or under any real property currently or previously owned, leased or operated by the Company or any of its Subsidiaries (including the property that is leased by the Company or any of its Subsidiaries as of the close of business on the date hereof), including the land and the improvements, ground water and surface water thereof, in violation of any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in each of the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effectthe Prospectus, (a) (i) neither the Company nor any of and its subsidiaries is (x) are, and at all prior times were, in violation of, or has compliance with any liability under, any and all applicable federal, state, local or non-U.S. statuteand foreign laws, lawrules, ruleregulations, regulationrequirements, ordinancedecisions, code, orders and other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, legally enforceable requirements relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection of human health or restoration of safety, the environment environment, natural resources, hazardous or natural resources (including biota)toxic substances or wastes, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages pollutants or contaminants (collectively, “Environmental Laws”), (iiy) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; , and (bz) have not received notice of any actual or potential liability (including, without limitation, such liability of a third party which could reasonably be expected to adversely affect the Company or any of its subsidiaries) under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of each of the Company and TMM Holdings, there are no facts any event or circumstances condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a violation ofMaterial Adverse Effect; and (iii) except as described in each of the Registration Statement, liability underthe General Disclosure Package and the Prospectus, claim (x) there are no proceedings that are pending, or expense pursuant that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aA) (i) neither Neither the Company nor any of its subsidiaries the Controlled Entities is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries the Controlled Entities owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries the Controlled Entities is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of the Controlled Entities is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of the Controlled Entities is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries the Controlled Entities have received and are in compliance with all, and have no liability under any, any permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (bB) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (C) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (D) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and the Controlled Entities, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (Ai) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (Bii) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ii)(A) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any applicable federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (iiB) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (C) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Lawsthe environment, (iiiD) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to applicable Environmental Laws or Hazardous Substances, and (ivF) to the knowledge of the Company, the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and except in each case covered by clauses (bA) — (F) such as would not individually or in the aggregate have a Material Adverse Effect; (ii) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (iii) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (iv) except as disclosed in the General Disclosure Package, the Company has reasonably concluded that the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations, products and financial condition of the Company and its subsidiaries will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.this

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effectthe Final Prospectus, (a) (ia)(i) neither the Company nor any of its subsidiaries the Subsidiaries, is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and or to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries the Subsidiaries owns, leases, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries the Subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of the Subsidiaries is liable or or, to its knowledge, allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of the Subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries the Subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to to, any Environmental LawLaw that would reasonably be expected to have a Material Adverse Effect; and (c) to the knowledge of the Company there are no Environmental Laws or requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except (A) Each of the Company and each of its subsidiaries is in compliance in all material respects with all rules, laws and regulation relating to the use, treatment, storage and disposal of toxic substances and protection of health or the environment (“Environmental Laws”) which are applicable to its business; (B) neither the Company nor its subsidiaries has received any notice from any governmental authority or third party of an asserted claim under Environmental Laws; (C) each of the Company and each of its subsidiaries has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and is in compliance with all terms and conditions of any such permit, license or approval; (D) to the Company’s knowledge, no facts currently exist that will require the Company or any of its subsidiaries to make future material capital expenditures to comply with Environmental Laws; and (E) no property which is or has been owned, leased or occupied by the Company or its subsidiaries has been designated as disclosed in a Superfund site pursuant to the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectComprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (a42 U.S.C. Section 9601, et. seq.) (i) neither “CERCLA”), or otherwise designated as a contaminated site under applicable state or local law. Neither the Company nor any of its subsidiaries is in violation ofhas been named as a “potentially responsible party” under the CERCLA 1980. In the ordinary course of its business, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any periodically reviews the effect of its subsidiaries ownsEnvironmental Laws on the business, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any operations and properties of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received subsidiaries, in the course of which the Company identifies and are in evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with allEnvironmental Laws, or any permit, license or approval, any related constraints on operating activities and have no liability under anyany potential liabilities to third parties). On the basis of such review, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company has reasonably concluded that such associated costs and TMM Holdingsliabilities would not, there are no facts singly or circumstances that would reasonably be expected to result in the aggregate, have a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 5.1, the Borrower shall, and except for any matters that could not reasonably be expected to have a Material Adverse Effectshall cause each Subsidiary to, (a) (i) neither the Company nor any of its subsidiaries is in violation ofcomply with, or has any liability underand use commercially reasonable efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any federaland all licenses, stateapprovals, local notifications, registrations or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to permits required by applicable Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance except where failure to so comply with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to Laws, individually or in the knowledge of each of the Company and TMM Holdingsaggregate, there are no facts or circumstances that would could not reasonably be expected to result in a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where failure to so comply with applicable Environmental Laws, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Substances, or the violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionthe Borrower or any such Subsidiary, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and petroleum productsconsultant’s fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown productswillful misconduct of the party seeking indemnification therefor, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as determined by a pollutant, contaminant or waste under Environmental Lawscourt of competent jurisdiction by final nonappealable judgment.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effectthe Prospectus, (a) (ia)(i) neither the Company nor any of its subsidiaries is or has been in violation of, or has any liability under, any federal, state, local or non-U.S. foreign statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to contamination, pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, leases, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws Laws, except in each case covered by clauses (i) - (vi) such as would not, individually or in the aggregate, have, or reasonably be expected to conduct their respective businesseshave, a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect; (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would, individually or in the aggregate, have or reasonably be expected to have, a Material Adverse Effect; (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect; and (e) except as set forth in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and there are no proceedings that are pending against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings in which it is reasonably believed that no monetary sanctions in excess of $100,000 will be imposed. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold toxic mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed for matters arising from the ordinary business activities of the Company Insurance Subsidiaries or to the extent that any inaccuracy in any of the following representations, individually or in the General Disclosure Package and except for aggregate with any matters that could other inaccuracy under the following representations, would not reasonably be expected to have a Company Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdingseach of its Subsidiaries is in compliance with all Environmental Laws applicable to the properties, assets or businesses of the Company and its Subsidiaries, and possesses and complies with and has possessed and complied with all Environmental Permits required under such laws; (b) none of the Company and its Subsidiaries has received any Environmental Claim, and none of the Company and its Subsidiaries is aware, after reasonable inquiry, of any threatened Environmental Claim or of any Environmental Claim pending or threatened against any entity for which the Company or any of its Subsidiaries may be responsible; (c) none of the Company and its Subsidiaries has assumed, contractually or by operation of law, any liabilities or obligations under any Environmental Laws; (d) there are no facts present or, to the best knowledge of the Company, past events, conditions, circumstances, practices, plans or circumstances legal requirements that would reasonably be expected to result in a violation of, liability under, claim to the Company or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste its Subsidiaries under Environmental Laws, or reasonably be expected to increase the burden on the Company or any of its Subsidiaries of complying with Environmental Laws or of obtaining, renewing, or complying with all Environmental Permits required under such laws; (e) there are and, to the best knowledge of the Company, there have been no Hazardous Materials or other conditions at or from any property owned, operated or otherwise used by the Company or any of its Subsidiaries now or, to the best knowledge of the Company, in the past that would reasonably be expected to give rise to liability of the Company or any of its Subsidiaries under any Environmental Law and (f) the Company has provided to Parent all Environmental Reports in the possession or control of the Company or any of its Subsidiaries.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the The Company nor any of and its subsidiaries is (x) are, and at all prior times were, in violation of, or has compliance with any liability under, any and all applicable federal, state, local or non-U.S. statuteand foreign laws, lawrules, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, regulations and orders relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection of human health or restoration of safety, the environment environment, natural resources, hazardous or natural resources (including biota)toxic substances or wastes, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages pollutants or contaminants (collectively, “Environmental Laws”), (iiy) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (bz) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of each of the Company and TMM Holdings, there are no facts any event or circumstances condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, as described in the General Disclosure Package and for any such failure to comply, or failure to receive required permits, licenses, certificates, authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a violation ofMaterial Adverse Effect; and (iii) except as described in the General Disclosure Package, liability under(x) there are no proceedings that are pending, claim or expense pursuant that are known to the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.6, (a) comply with, and use reasonable efforts to ensure such compliance by all tenants and subtenants with, all applicable Environmental Laws, and obtain and comply with and maintain, and use reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by Environmental Laws applicable to the Borrower and its Subsidiaries and the conduct of their business, except for any matters that where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (ab) (i) neither the Company nor any of its subsidiaries is in violation ofconduct and complete all investigations, or has any liability understudies, any federalsampling and testing, stateand all remedial, local or non-U.S. statute, law, rule, regulation, ordinance, code, removal and other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration actions required of the environment or natural resources (including biota), to health Borrower and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Subsidiaries under applicable Environmental Laws, (iii) neither and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except where the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws failure to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would do so could not reasonably be expected to result have a Material Adverse Effect, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in a any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations of this subsectionthe Borrower or any such Subsidiary, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys’ fees and petroleum productsconsultants’ fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawswillful misconduct of the party seeking indemnification therefor.

Environmental Laws. The Company and/or HRPT has received and reviewed environmental reports on each Initial Property. Except as disclosed otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus: (i) the Initial Properties are in compliance with, and neither the Company nor the Subsidiary has any liability with respect to the Initial Properties under, applicable Environmental Laws (as defined below) except for any matters that could such non-compliance or liability which would not reasonably be expected to have result in a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), ; (ii) neither the Company nor the Subsidiary has at any time released (as such term is defined in Section 101 (22) of its subsidiaries ownsCERCLA (as defined below)) or otherwise disposed of or handled, occupiesHazardous Materials (as defined below) on, operates to or uses from any real property contaminated with Hazardous Substances Initial Property, except for such releases, disposals and handlings as would not be reasonably likely to result in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, Material Adverse Effect; (iii) neither the Company nor the Subsidiary knows of any of its subsidiaries is liable seepage, leak, discharge, release, emission, spill, or allegedly liable for any release or threatened release dumping of Hazardous SubstancesMaterials into waters (including, including at but not limited to, groundwater and surface water) on, beneath or adjacent to any off-site treatmentInitial Property, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that than such matters as would not be reasonably be expected likely to result in a violation Material Adverse Effect; (iv) neither the Company nor the Subsidiary has received any written notice of, liability underor has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or expense pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any Initial Property or arising out of the conduct of the business of the Company or the Subsidiary at the Initial Properties, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus; (v) none of the Initial Properties is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency (the “EPA”) or on any similar list or inventory issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (vi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, the Subsidiary or the Initial Properties, other than as would not be reasonably likely to result in a Material Adverse Effect. For purposes of this subsectionAs used herein, “Hazardous SubstancesMaterial” means (A) petroleum and petroleum productsshall include, by-products or breakdown productswithout limitation, any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, polychlorinated biphenyls mold or any hazardous material as defined by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and mold and (Bcollectively “Environmental Laws”) shall mean any other chemical applicable foreign, federal, state or local law (including film processing chemicalsstatute or common law), material ordinance, rule, regulation, or substance defined judicial or regulated administrative order, consent decree or judgment relating to the protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as toxic or hazardous or amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as a pollutantamended, contaminant or waste under Environmental Laws49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing.

Environmental Laws. Except (i) The Company and each Subsidiary has complied with all applicable Environmental Laws (as disclosed defined below), except for violations of Environmental Laws that, individually or in the General Disclosure Package aggregate, have not had and except for any matters that could would not reasonably be expected to have a Material Adverse Effect. There is no pending or, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each the Company, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any Subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and TMM Holdings, there are no facts or circumstances that would not reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental LawMaterial Adverse Effect. For purposes of this subsectionAgreement, “Hazardous SubstancesEnvironmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (A) petroleum treatment, storage, disposal, generation and petroleum productstransportation of industrial, by-products toxic or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and hazardous materials or substances or solid or hazardous waste; (B) any other chemical air, water and noise pollution; (including film processing chemicals)C) groundwater and soil contamination; (D) the release or threatened release into the environment of industrial, material or substance defined or regulated as toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (E) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (F) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (G) health and safety of employees and other Persons; and (H) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as a pollutantpollutants, contaminant contaminants, toxic or waste under hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would reasonably be expected to have a Material Adverse Effect; (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to Offering Circular, or as otherwise would not, singularly or in the aggregate, have a Material Adverse EffectEffect or otherwise require disclosure in the Offering Circular, (a) (i) neither of the Company Issuers nor any of its subsidiaries the Subsidiaries has been or is in violation of, or has any liability under, of any federal, statestate or local laws and regulations relating to pollution or protection of human health or the environment, local including, without limitation, laws and regulations relating to emissions, discharges, releases or non-U.S. statutethreatened releases of toxic or hazardous substances, lawmaterials or wastes, rule, regulation, ordinance, code, other requirement or rule petroleum and petroleum products ("Materials of law (including common lawEnvironmental Concern"), or decision or order of any domestic or foreign governmental entity or court, otherwise relating to pollutionthe protection of human health and safety, to or the use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release handling of Hazardous Substances (defined below), to the protection or restoration Materials of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Environmental Concern (collectively, “"Environmental Laws”"), which violation includes, but is not limited to, noncompliance with, or lack of, any permits or other environmental authorizations; (ii) neither there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to any such violation in the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, future; (iii) neither of the Company Issuers nor any of its subsidiaries is liable the Subsidiaries has received any communication (written or allegedly liable for oral), whether from a Governmental Authority or otherwise, alleging any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and such violation; (iv) the Company and its subsidiaries have received and are in compliance with allthere is no pending or threatened claim, and have no liability under anyaction, permitsinvestigation, licenses, authorizations, identification numbers notice (written or oral) or other approvals required under applicable Proceeding by any person or entity alleging potential liability of either of the Issuers or any of the Subsidiaries (or against any person or entity for whose acts or omissions the Issuers or any of the Subsidiaries is or may reasonably be expected to be liable, either contractually or by operation of law) for investigatory, cleanup, or other response costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (A) the presence, or release into the environment, of any Materials of Environmental Laws to conduct their respective businessesConcern at any location, or (B) circumstances forming the basis of any violation or potential violation, of any Environmental Law (collectively, "Environmental Claims"); and (bv) to there are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the knowledge basis of any Environmental Claim. Each of the Issuers and the Subsidiaries, as appropriate, (i) have conducted a review of the effect of Environmental Laws on the business, operations and properties of each of the Company Issuers and TMM Holdingsthe Subsidiaries, there are no facts or circumstances that would reasonably be expected to result in a violation ofthe course of which, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutantresult of which, contaminant the Issuers have identified and evaluated associated costs and liabilities (including, without limitation, any capital or waste under operating expenditures required for cleanup, closure of properties or compliance with Environmental LawsLaws or any permit, license or approval, any related constraints on operating activities, and any potential liabilities to third parties); and (ii) have conducted environmental investigations of, and have reviewed reasonably available information regarding, the business, properties and operations of each of the Issuers and the Subsidiaries, and of other properties within the vicinity of their business, properties and operations, as appropriate for the circumstances of each such property and operation; on the basis of such reviews, investigations and inquiries, the Issuers have reasonably concluded that any costs and liabilities associated with such matters would not have, singularly or in the aggregate, a Material Adverse Effect or otherwise require disclosure in the Offering Circular.

Environmental Laws. The Company has received and reviewed environmental reports or other environmental information on each property of the Company. Except as disclosed otherwise set forth in the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) the Prospectus: (i) the properties of the Company are in compliance with, and neither the Company nor any of its subsidiaries is in violation of, or subsidiary has any liability with respect to the properties of the Company under, any federal, state, local or applicable Environmental Laws (as defined below) except for such non-U.S. statute, law, rule, regulation, ordinance, code, other requirement compliance or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), liability which would not result in a Material Adverse Effect; (ii) neither the Company nor any subsidiary has at any time released (as such term is defined in Section 101 (22) of its subsidiaries ownsCERCLA (as defined below)) or otherwise disposed of or handled, occupiesHazardous Materials (as defined below) on, operates to or uses from any real property contaminated with Hazardous Substances of the Company, except for such releases, disposals and handlings as would not be reasonably likely to result in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, Material Adverse Effect; (iii) neither the Company nor any subsidiary knows of its subsidiaries is liable any seepage, leak, discharge, release, emission, spill, or allegedly liable for any release or threatened release dumping of Hazardous SubstancesMaterials into waters (including, including at but not limited to, groundwater and surface water) on, beneath or adjacent to any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each property of the Company and TMM HoldingsCompany, there are no facts or circumstances that other than such matters as would not be reasonably be expected likely to result in a violation Material Adverse Effect; (iv) neither the Company nor any subsidiary has received any written notice of, liability underor has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or expense pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any property of the Company or arising out of the conduct of the business of the Company or such subsidiary at the properties of the Company, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus; (v) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (vi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, any subsidiary or the properties of the Company, other than as would not be reasonably likely to result in a Material Adverse Effect. For purposes of this subsectionAs used herein, “Hazardous SubstancesMaterial” means (A) petroleum and petroleum productsshall include, by-products or breakdown productswithout limitation, any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, polychlorinated biphenyls mold or any hazardous material as defined by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and mold and (Bcollectively “Environmental Laws”) shall mean any other chemical applicable foreign, federal, state or local law (including film processing chemicalsstatute or common law), material ordinance, rule, regulation, or substance defined judicial or regulated administrative order, consent decree or judgment relating to the protection of human health (with respect to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as toxic or hazardous or amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as a pollutantamended, contaminant or waste under Environmental Laws49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing.

Environmental Laws. (a) Except as disclosed could not, individually or in the General Disclosure Package and except for any matters that could not aggregate, reasonably be expected to have a Material Adverse Effect, (a) : (i) neither the Company nor and its Subsidiaries hold, and, to the knowledge of the Company, are in compliance with, all Environmental Permits, and the Company and its Subsidiaries are otherwise in compliance with all applicable Environmental Laws and there are no circumstances that might prevent or interfere with such compliance in the future; (ii) none of the Company or any of its subsidiaries Subsidiaries has received any Environmental Claim, and the Company is not aware of any threatened Environmental Claim or of any circumstances, conditions or events that could reasonably be expected to give rise to a Environmental Claim, against the Company or any of its Subsidiaries; (iii) none of the Company or any of its Subsidiaries has entered into or agreed to any consent decree, order or agreement under any Environmental Law, and none of the Company or any of its Subsidiaries is subject to any judgment, decree, order or other requirement relating to compliance with any Environmental Law or to investigation, cleanup, remediation or removal of regulated substances under any Environmental Law; (iv) to the knowledge of the Company, there are no (A) underground storage tanks, (B) polychlorinated biphenyls, (C) asbestos or asbestos-containing materials, (D) urea-formaldehyde insulation, (E) sumps, (F) surface impoundments, (G) landfills, (H) sewers or septic systems or (I) other Hazardous Materials present at any facility owned, leased, operated or otherwise used by the Company or any of its Subsidiaries that could reasonably be expected to give rise to a liability of the Company or any of its Subsidiaries under any Environmental Laws; (v) to the knowledge of the Company, there are no past (including, without limitation, with respect to assets or businesses formerly owned, leased or operated by the Company or any of its Subsidiaries) or present actions, activities, events, conditions or circumstances, including without limitation the release, threatened release, migration, emission, discharge, generation, treatment, storage or disposal of Hazardous Materials, that could reasonably be expected to give rise to a material liability of the Company or any of its Subsidiaries under any Environmental Laws or any contract or agreement; (vi) no modification, revocation, reissuance, alteration, transfer, or amendment of the Environmental Permits, or any review by, or approval of, any third party of the Environmental Permits is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or the continuation of the business of the Company or its Subsidiaries following such consummation; (vii) to the knowledge of the Company, Hazardous Materials have not been generated, transported, treated, stored, disposed of, released or threatened to be released at, on, from or under any of the properties or facilities currently or formerly owned, leased or otherwise used by the Company or any of its Subsidiaries, in violation of, or has any in a manner or to a location that could give rise to a material liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (bviii) to the knowledge of each of the Company, the Company and TMM Holdingsits Subsidiaries have not assumed, there are no facts contractually or circumstances that would reasonably be expected to result in a violation ofby operation of law, liability under, claim any liabilities or expense pursuant to obligations under any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package has not had, and except for any matters that could would not reasonably be expected to have a have, individually or in the aggregate, an Amcor Material Adverse Effect, (a) : (i) neither Amcor and the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous SubstancesAmcor Subsidiaries are now, and to natural resource damages (collectivelyhave been since the Applicable Date, “in compliance with all Environmental Laws”), Laws and Environmental Permits; (ii) neither the Company Amcor nor any Amcor Subsidiary has treated, stored, handled, manufactured, generated, distributed, sold, disposed of its subsidiaries ownsor arranged for disposal of, occupiestransported, operates released, exposed any Person to, or uses owned or operated any real property or facility contaminated with by, any Hazardous Substances Substance, in a condition or concentration that requires investigation or remediation pursuant to each case as would result in liability under any Environmental Laws, Law; (iii) neither the Company Amcor nor any Amcor Subsidiary has, since the Applicable Date (or earlier to the extent unresolved), received any notice alleging that Amcor or any Amcor Subsidiary may be in violation of its subsidiaries or subject to liability, and there is liable no claim, Proceeding, demand, Lien, Order, investigation or allegedly liable for information request pending or, to the knowledge of Amcor, threatened against Amcor or any release Amcor Subsidiary, under any Environmental Law or threatened release of relating to any Hazardous Substances, including at any off-site treatment, storage or disposal site ; and (iv) the Company and its subsidiaries have received and are in compliance neither Amcor nor any Amcor Subsidiary has assumed or provided an indemnity with all, and have no respect to any obligation or liability under any, permits, licenses, authorizations, identification numbers or of any other approvals required under applicable Person relating to Environmental Laws or any Hazardous Substances (excluding any indemnities included in Contracts entered into in the ordinary course of business that are not principally related to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicalsenvironmental liabilities), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed The Partnership, each of its subsidiaries, and, to the knowledge of the Partnership, any third party operator of any of the properties on which the Trust holds a net profits interest (the “Underlying Properties”), (i) is, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to the Partnership or such operator, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct its business, and (ii) has not received notice (and does not otherwise have knowledge) of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the General Disclosure Package and except for any matters that case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the most recent Preliminary Prospectus, (a) (i) neither the Company nor any of its subsidiaries is in violation ofthere are no proceedings that are pending, or has known by the PCEC Parties to be contemplated, against the PCEC Parties or any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, codeoperator of the Underlying Properties under Environmental Laws in which a governmental authority is also a party, other requirement than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or rule of law more will be imposed, (including common law), or decision or order b) the Partnership is not aware of any domestic issues regarding compliance with Environmental Laws by it or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration any operator of the environment Underlying Properties, including any pending or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to proposed Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers liabilities or other approvals required obligations under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdingsor concerning hazardous or toxic substances or wastes, there are no facts pollutants or circumstances contaminants, that would could reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold Material Adverse Effect and (Bc) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as the Partnership does not anticipate capital expenditures relating to Environmental Laws that could reasonably be expected to have a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed in the General Disclosure Package The Company and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) its Subsidiaries (i) neither the Company nor are in compliance with any of its subsidiaries is in violation ofand all applicable foreign, or has any liability under, any federal, state, state and local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, laws and regulations relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of human health and safety, the environment or natural resources hazardous or toxic substances or wastes, pollutants or contaminants (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “"Environmental Laws”"), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (biii) have not received notice of any actual or potential liability under any environmental law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or liability would not reasonably be expected, individually or in the knowledge aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the SEC Documents (exclusive of each any amendment or supplement thereto). Except as set forth in the SEC Documents, neither the Company nor any of the Subsidiaries has been named as a "potentially responsible party" under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and TMM Holdingsits Subsidiaries, there are no facts in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or circumstances that would reasonably be expected to result in a violation ofoperating expenditures required for clean-up, liability under, claim closure of properties or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the SEC Documents.

Environmental Laws. (i) Except in each case as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, the Company (x) has complied and is in compliance with all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to pollution, hazardous or toxic substances, wastes, pollutants, contaminants or the protection of human health or safety, the environment or natural resources (collectively, “Environmental Laws”); (y) has received and is in compliance with all permits, licenses, certificates or other authorizations or approvals required of it under any Environmental Laws to conduct its business; and (z) has not received notice of any actual or potential liability of the Company, or obligation of the Company under or relating to, or any actual or potential violation of, any Environmental Laws by the Company, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company, except in the case of each of (i) and (ii) above, for any matters such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Registration Statement, the Disclosure Package and the Prospectus, (x) there is no proceeding that could is pending, or that is known by the Company to be contemplated, against the Company under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which the Company reasonably believes no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any facts regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or #95429626v5 #95429626v9 contaminants, that individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivz) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant does not anticipate material capital expenditures relating to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, of any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “"Environmental Laws”"), (ii) other than in the ordinary course of the business of the Company and its subsidiaries as currently conducted, neither the Company nor any of its subsidiaries ownsis conducting or funding any investigation, occupiesremediation, operates remedial action or uses any real property contaminated with monitoring of actual or suspected Hazardous Substances in a condition the environment, on real property owned or concentration that requires investigation leased by the Company or remediation pursuant to Environmental Lawsany of its subsidiaries, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at or from any real property owned or leased by the Company or any of its subsidiaries or from any off-site treatment, storage or disposal site and site, (iv) neither the Company nor any of its subsidiaries has received written notice of any material claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (v) subject to the exceptions noted in Section 2(xv) of this Agreement, the Company and its subsidiaries have received and are in compliance in all material respects with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) - (v) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) with respect to the knowledge of each business and operations of the Company and TMM Holdingsits subsidiaries, there are no facts or circumstances that would reasonably be expected to result in a violation by the Company or any of its subsidiaries of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect. For purposes of this subsection, “subsection "Hazardous Substances” " means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold biphenyls, toxic mold, coal ash, coal combustion byproducts or waste, boiler slag, scrubber residue or flue desulphurization residue and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aa)(i) (i) neither Neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any U.S. federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; and (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the General Disclosure Package and except for any matters that could not aggregate, reasonably be expected to have a Material Adverse Effect, or except as set forth in or contemplated in the General Disclosure Package and the Prospectus (a) (i) exclusive of any supplement thereto). Except as set forth in the General Disclosure Package and the Prospectus, neither the Company nor any of its the subsidiaries is has been notified that it has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. Except as otherwise set forth in violation ofthe General Disclosure Package and the Prospectus, or has any liability underas would not, any federalindividually or in the aggregate, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating reasonably be expected to pollutionhave a Material Adverse Effect, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration knowledge of the environment Company and the Operating Partnership, there have been no and are no (i) aboveground or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), underground storage tanks; (ii) neither the Company nor any of its subsidiaries owns, occupies, operates polychlorinated biphenyls (“PCBs”) or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, PCB-containing equipment; (iii) neither the Company nor any of its subsidiaries is liable asbestos or allegedly liable for any release or threatened release of Hazardous Substances, including at any offasbestos-site treatment, storage or disposal site and containing materials; (iv) lead-based paints; (v) mold or other airborne contaminants; or (vi) dry-cleaning facilities in, on, under, or about any Property owned by the Company, the Operating Partnership or their subsidiaries. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries have received subsidiaries, in the course of which it identifies and are in evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with allEnvironmental Laws, or any permit, license or approval, any related constraints on operating activities and have no liability under anyany potential liabilities to third parties). On the basis of such review, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company has reasonably concluded that such associated costs and TMM Holdingsliabilities would not, there are no facts individually or circumstances that would in the aggregate, reasonably be expected to result have a Material Adverse Effect, except as set forth in a violation of, liability under, claim or expense pursuant to contemplated in the General Disclosure Package and the Prospectus (exclusive of any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicalssupplement thereto), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (iA)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other legally binding requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any pending claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (bB) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materialsmaterials in friable form, asbestos-containing materialsmaterials and polychlorinated biphenyls, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aA) (i) neither Neither the Company nor any of its subsidiaries Subsidiaries is in violation of, or has of any liability under, any federal, state, local or non-U.S. applicable statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic governmental agency or foreign governmental entity body or courtany court having jurisdiction over it, relating to pollutionpollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release handling of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Materials (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivB) the Company and its subsidiaries Subsidiaries have received all necessary permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with alltheir requirements, (C) there are no pending or, to the best knowledge of the Controlling Shareholder, the Company and have no liability under anyits Subsidiaries, permitsthreatened administrative, licensesregulatory or judicial actions, authorizationssuits, identification numbers demands, demand letters, claims, liens, notices of noncompliance or other approvals required under applicable violation, investigation or proceedings relating to any Environmental Laws to conduct their respective businesses; and against the Company or any of its Subsidiaries, (bD) to the best knowledge of each of the Company and TMM Holdingsthe Controlling Shareholder, there are no facts events or circumstances that would reasonably be expected to result in a violation of, liability give rise to any material costs or liabilities to the Company or any Subsidiary under, claim or expense pursuant to an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its Subsidiaries relating to, Hazardous Materials or any Environmental Law. For purposes of this subsectionLaws, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (BE) there are no costs or liabilities associated with Environmental Laws (including, without limitation, any other chemical (including film processing chemicals)capital or operating expenditures required for clean-up, material closure of properties or substance defined compliance with Environmental Laws or regulated as toxic any permit, license or hazardous approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or as in the aggregate, have a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)hazardous substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substanceshazardous substances, and or to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) - (vi) such as would not, individually or in the aggregate, result in a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental Law. For purposes Law that would, individually or in the aggregate, result in a Material Adverse Effect; (c) to the knowledge of this subsectionthe Company, “Hazardous Substances” means there are no requirements proposed for adoption or implementation under any Environmental Law that would, individually or in the aggregate, result in a Material Adverse Effect; (Ad) petroleum the Company has evaluated the effects, including associated costs and petroleum productsliabilities, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.of

Environmental Laws. Except as disclosed To the extent that any inaccuracy, individually or in the General Disclosure Package and except for aggregate with any matters that other inaccuracy, could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdingseach of its subsidiaries complies and has complied with all Environmental Laws applicable to the properties, there are no facts assets or circumstances that would businesses of the Company and its subsidiaries, and possesses and complies with and has possessed and complied with all Environmental Permits required under such laws except where any noncompliance or failure to possess any Environmental Permit has not had or could not reasonably be expected to result in a violation individually or in the aggregate material liability under Environmental Laws; (b) no modification, revocation, reissuance, alteration, transfer, or amendment of any of the Environmental Permits, or any review by, or approval of, any third party of any of the Environmental Permits is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or the continuation of the business of Company and its subsidiaries following such consummation; (c) none of the Company and its subsidiaries has received any Environmental Claim, and none of the Company and its subsidiaries is aware after reasonable inquiry of any threatened Environmental Claim; (d) none of the Company and its subsidiaries has assumed, contractually or by operation of law, any liabilities or obligations under any Environmental Laws; (e) there are no past or present events, conditions, circumstances, practices, plans or legal requirements that could reasonably be expected to result in material liability underto the Company or any of its subsidiaries under Environmental Laws, claim prevent, or expense pursuant reasonably be expected to materially increase the burden on the Company or any subsidiary of, complying with Environmental Laws or of obtaining, renewing, or complying with all Environmental Permits required under such laws; (f) there are and have been no Hazardous Materials or other conditions at or from any property owned, operated or otherwise used by the Company or any subsidiary now or in the past that could reasonably be expected to give rise to material liability of the Company or any subsidiary under any Environmental Law. For purposes of this subsectionAgreement, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.the following terms shall have the following meanings:

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effectthe Final Prospectus, (ai)(A) (i) neither the Company nor any of and its subsidiaries is are and have operated their business in violation of, or has any liability under, any compliance with all applicable federal, state, local or non-U.S. statutestatutes, lawlaws, rulerules, regulationregulations, ordinanceordinances, codecodes, other requirement requirements or rule rules of law (including common law), or decision binding decisions or order orders of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota)resources, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (iiB) to the knowledge of the Company, neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with in, from, about, under or on which a release of Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Lawshas occurred, (iiiC) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances contamination in the environment, (D) to the knowledge of the Company, neither the Company nor any of its subsidiaries is liable or allegedly liable under any applicable Environmental Laws for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to any applicable Environmental Laws or Hazardous Substances, and (ivF) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (A) — (F) such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (bii) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) in the ordinary course of its business, the Company periodically evaluates the potential effect of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws are not expected to, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (Ai) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-asbestos- containing materialsmaterials and polychlorinated biphenyls, polychlorinated biphenyls and mold and (Bii) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any applicable Environmental Laws.

Environmental Laws. Except (i) The Company has complied with all applicable Environmental Laws (as disclosed defined below), except for violations of Environmental Laws that, individually or in the General Disclosure Package aggregate, have not had and except for any matters that could would not reasonably be expected to have a Material Adverse Effect. There is no pending or, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each the Company, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company Company, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and TMM Holdings, there are no facts or circumstances that would not reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental LawMaterial Adverse Effect. For purposes of this subsectionAgreement, “Hazardous Substances” "Environmental Law" means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (Ai) petroleum treatment, storage, disposal, generation and petroleum productstransportation of industrial, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as a pollutantpollutants, contaminant contaminants, toxic or waste under hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms "release" and "environment" shall have the meaning set forth in the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended ("CERCLA").

Environmental Laws. Except as otherwise disclosed in the Registration Statement, General Disclosure Package or the Prospectus, (i) the Company and its subsidiaries and the Properties have been and are in compliance with, and none of the Company or its subsidiaries has any liability under, applicable Environmental Laws (as hereinafter defined), except for any matters that could not as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (aii) (i) neither none of the Company nor any of Company, its subsidiaries is in violation ofsubsidiaries, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollutionor, to the useknowledge of the Company, handlingthe prior owners or occupants of the Properties has at any time released (as such term is defined in Section 101(22) of the Comprehensive Environmental Response, transportationCompensation and Liability Act of 1980, treatmentas amended, storage, discharge, disposal 42 U.S.C. §§ 9601-9675 (“CERCLA”)) or release otherwise disposed of Hazardous Substances Materials (defined below)as hereinafter defined) on, to or from the protection Properties, except for such releases or restoration of dispositions which would not, individually or in the environment or natural resources (including biota)aggregate, reasonably be expected to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in have a condition or concentration that requires investigation or remediation pursuant to Environmental LawsMaterial Adverse Effect, (iii) neither the Company nor any of its subsidiaries is liable does not intend to use the Properties other than in compliance with applicable Environmental Laws, except as would not, individually or allegedly liable for any release or threatened release of Hazardous Substancesin the aggregate, including at any off-site treatmentreasonably be expected to have a Material Adverse Effect, storage or disposal site and (iv) the Company does not know of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters (including, but not limited to, groundwater and surface water) on or beneath the Properties, or onto lands owned by the Company or its subsidiaries from which Hazardous Materials might seep, flow or drain into such waters, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (v) none of the Company or its subsidiaries has received and are in compliance with allany notice of, and the Company has no knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law with respect to the Properties or arising out of the conduct of the Company or its subsidiaries, except for such claims which would not, individually or in the aggregate, reasonably be expected to have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable a Material Adverse Effect and which would not require disclosure pursuant to Environmental Laws to conduct their respective businesses; and (bvi) the Properties are not included or, to the knowledge of each the Company, proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency (the “EPA”) or, to the knowledge of the Company and TMM Holdings, there are no facts proposed for inclusion on any similar list or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense inventory issued pursuant to any other applicable Environmental LawLaw or issued by any other governmental authority. For purposes Except as described in the Registration Statement and the Prospectus, to the knowledge of this subsectionthe Company, there have been no and are no (i) aboveground or underground storage tanks, (ii) polychlorinated biphenyls (“Hazardous Substances” means PCBs”) or PCB-containing equipment, (Aiii) petroleum and petroleum products, by-products asbestos or breakdown products, radioactive materials, asbestos-asbestos containing materials, polychlorinated biphenyls and mold and (Biv) lead based paints, (v) dry-cleaning facilities, or (vi) wet lands, in each case in, on, or under any other chemical (including film processing chemicals)of the Properties the existence of which has had, material or substance defined or regulated as toxic or hazardous or as is reasonably expected to have, a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aa)(i) (i) neither Neither the Company nor any of its subsidiaries the Controlled Entities is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries the Controlled Entities owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries the Controlled Entities is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of the Controlled Entities is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of the Controlled Entities is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries the Controlled Entities have received and are in compliance with all, and have no liability under any, any permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (c) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and the Controlled Entities, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed described in the General Disclosure Package Registration Statement and except for any matters that could not reasonably be expected to have a Material Adverse Effectthe Prospectus, (a) (i) neither the Company nor any of and its subsidiaries is are and, within all applicable statute of limitation periods, have been in violation ofcompliance with all foreign, or has any liability under, any federal, state, state and local or non-U.S. statute, law (including the common law), ordinance, rule, regulation, ordinanceorder, codejudgment, other requirement decree, permit, license registration, exemption, approval or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or courtauthorization, relating to pollutionthe generation, to the use, handling, transportation, treatment, storage, dischargehandling, transportation and disposal of hazardous or release of Hazardous Substances (defined below)toxic substances, to materials or wastes or the protection or restoration of the environment or natural resources (including biota), to health and safety including as (to the extent such relates health and safety relate to exposure to Hazardous Substanceshazardous or toxic substances, and materials or wastes) or the environment which are applicable to natural resource damages their businesses (collectively, “Environmental Laws”), (ii) neither except where the failure to comply would not, singly or in the aggregate, have a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, there has been no disposal, discharge, emission, or other release of any hazardous or toxic substances, materials or wastes by or on behalf of, the Company nor or any of its subsidiaries owns(or, occupiesto the Company’s knowledge, operates any other entity for whose acts or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither omissions the Company nor or any of its subsidiaries is liable liable) upon any of the property owned, leased or allegedly liable operated by the Company or any of its subsidiaries or into the environment surrounding such real property, or, to the Company’s knowledge, upon any other offsite property where the Company or its subsidiaries have transported or disposed such hazardous or toxic substances, materials or wastes that would give rise to any legally enforceable liability under, any Environmental Law, except for any release violation or threatened release liability which would not have, individually or in the aggregate with all such violations and liabilities, a Material Adverse Effect. The Company and its subsidiaries monitor and assess the requirements of Hazardous SubstancesEnvironmental Laws applicable to their businesses and assets and periodically evaluate the costs and liabilities that may be incurred pursuant to such requirements (including, including at without limitation, any offcapital or operating expenditures required for clean-site treatmentup, storage closure of properties or disposal site compliance with Environmental Laws and (ivpermits, licenses, registrations, exemption, approvals and authorizations issued thereunder, any related constraints on operating activities, and any legally enforceable liabilities to third parties) and, based on such monitoring, assessment and evaluation, except as described in the Registration Statement and the Prospectus, the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of any such costs or liabilities that could, individually or in the Company and TMM Holdingsaggregate, there are no facts or circumstances that would reasonably be expected to result in have a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental LawsMaterial Adverse Effect.

Environmental Laws. Except as disclosed described in the General Disclosure Package most recent Preliminary Prospectus, the Partnership Parties (i) are in compliance with any and all applicable federal, state and local laws, regulations, ordinances, rules, orders, judgments, decrees or other legal requirements relating to the protection of human health and safety, the environment or natural resources or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) have received, and as necessary maintained, all permits required of them under applicable Environmental Laws to conduct their respective businesses, (iii) are in compliance with all terms and conditions of any such permits and (iv) do not have any liability in connection with the release into the environment of any Hazardous Material, except for where such noncompliance with Environmental Laws, failure to receive and maintain required permits, failure to comply with the terms and conditions of such permits or liability in connection with such releases could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (1) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), (2) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (3) petroleum or any petroleum product, (4) any polychlorinated biphenyl and (5) any pollutant, contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law. No Partnership Party has been named as a “potentially responsible party” under CERCLA or any other similar Environmental Law, except with respect to any matters that that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as described in the most recent Preliminary Prospectus, no Partnership Party (A) is a party to any proceeding under Environmental Laws in which a governmental authority is also a party, other than proceedings regarding which it is believed that no monetary penalties in excess of $100,000 will be imposed, (aB) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order received notice of any domestic or foreign governmental entity or court, relating to pollution, to potential liability for the use, handling, transportation, treatment, storage, discharge, disposal or release of any Hazardous Substances (defined below)Material, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as except where such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would could not reasonably be expected to result in have a violation of, liability under, claim Material Adverse Effect or expense pursuant (C) anticipates any material capital expenditures relating to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as disclosed in the General Disclosure Package and defined herein) (“Environmental Laws”), (ii) have received all permits required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”) except for any matters such Environmental Permits that could are the responsibility of the charter parties under the Covered Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) are in compliance with all terms and conditions of any such permits and (iv) do not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, The term “Hazardous SubstancesMaterial” means (A) petroleum any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and petroleum productsLiability Act of 1980, by-products or breakdown productsas amended, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (including film processing chemicals)C) any petroleum or petroleum product, material (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance defined regulated under or regulated as toxic within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or hazardous operating expenditures required for clean-up, closure of properties or as a pollutant, contaminant or waste under compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Covered Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Covered Agreements.

Environmental Laws. Except as disclosed in The Company, the General Disclosure Package Operating Partnership and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) their respective subsidiaries (i) neither the Company nor are in compliance with any of its subsidiaries is in violation ofand all applicable foreign, or has any liability under, any federal, state, state and local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law laws (including common law), or decision or order of any domestic or foreign governmental entity or courtrules, regulations, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollutionthe protection of human health and safety, the environment, hazardous or toxic substances or wastes, chemicals, pollutants, contaminants, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release handling of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Materials (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; , (iii) are in compliance with all terms and conditions of any such permit, license or approval, and (biv) to have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of Hazardous Materials, and have no knowledge of each of the Company and TMM Holdings, there are no facts any event or circumstances condition that would reasonably be expected to result in any such notice, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a violation ofMaterial Adverse Effect. Except as described in each of the Registration Statement, liability underthe Time of Sale Prospectus and the Prospectus, claim (i) there is no pending or, to the Company’s and the Operating Partnership’s knowledge, threatened Proceeding against the Company, the Operating Partnership or expense pursuant to their respective subsidiaries under any Environmental Law. For purposes Laws, other than such Proceeding regarding which it is reasonably believed no monetary sanctions of this subsection$100,000 or more will be imposed, “(ii) to the Company’s and the Operating Partnership’s knowledge, after due inquiry, there are no, facts, issues, events or circumstances relating to Hazardous Substances” means (A) petroleum Materials or any Environmental Laws that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, the Operating Partnership and petroleum productstheir respective subsidiaries, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (Biii) none of the Company, the Operating Partnership or their respective subsidiaries anticipates that material capital expenditures for environmental control facilities will be required in the current or succeeding fiscal years or in any other chemical (including film processing chemicals), material or substance defined or regulated further periods as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawsmay be material.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (iA)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or courtGovernmental Authority, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any Governmental Authority or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have timely applied for and, where required for current operations, received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not, individually or in the aggregate, have a Material Adverse Effect; and (bB) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to to, any Environmental LawLaw that would, individually or in the aggregate, have a Material Adverse Effect; (C) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (D) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected Final Offering Circular, including by way of incorporation by reference to have a Material Adverse EffectParsley’s filings with the Commission, (aa)(i) (i) neither none of the Company nor Issuers, the Guarantors, or any of its their respective subsidiaries is in violation of, or has and does not have any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources (including biota)resources, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”)) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) neither to the Company nor knowledge of the Issuers and the Guarantors, none of the Issuers, the Guarantors, or any of its their respective subsidiaries ownsown, occupiesoccupy, operates operate or uses use any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither none of the Company nor Issuers, the Guarantors, or any of its their respective subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) to the knowledge of the Issuers and the Guarantors, none of the Issuers, the Guarantors, or any of their respective subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-off site storage, treatment, storage or disposal site site, (v) none of the Issuers, the Guarantors, or any of their respective subsidiaries is subject to any pending, or to the knowledge of any of the Issuers, the Guarantors, or any of their respective subsidiaries, threatened, claim by any governmental agency or governmental body or person arising under Environmental Laws or relating to the release of or exposure to Hazardous Substances, and (ivvi) the Company Issuers, the Guarantors, and its their respective subsidiaries have received and received, are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businessesbusiness, except in each case covered by clauses (i) – (vi) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (b) to the knowledge of each of the Company Issuers, the Guarantors, and TMM Holdings, their respective subsidiaries there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would reasonably be expected to have a Material Adverse Effect; and (c) in the ordinary course of its business, each of the Issuers, the Guarantors, and their respective subsidiaries periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of the Issuers, the Guarantors, and their respective subsidiaries, and, on the basis of such evaluation, the Issuers, the Guarantors, and their respective subsidiaries have reasonably concluded that such Environmental Laws are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, and polychlorinated biphenyls and mold biphenyls, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed described in the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (a) (iA)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, state or local or non-U.S. statute, law, treaty, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the generation, use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), and to the protection or restoration of the environment or environment, natural resources or human health or workplace safety (including biota), to the extent such health and or safety including as such relates to exposure to Hazardous Substances, and to natural resource damages ) (collectively, “Environmental Laws”)) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) neither the Company nor any of its subsidiaries ownshas any pending, occupiesor to the knowledge of the Company, operates threatened liabilities for any release or uses any real property contaminated with threatened release of Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is liable subject to any pending, or allegedly liable for to the knowledge of the Company, threatened, claim by any release governmental agency or threatened governmental body or person arising under Environmental Laws or relating to the release of or exposure to Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, certificates, registrations, exemptions, waivers, franchises, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businessesbusiness, except in each case covered by clauses (ii) — (iv) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (bB) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would reasonably be expected to have a Material Adverse Effect; and (c) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, per- and polyfluoroalkyl substances and polychlorinated biphenyls and mold biphenyls, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. The Company has received and reviewed environmental reports or other environmental information on each property of the Company. Except as disclosed otherwise set forth in the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) the Prospectus: (i) the properties of the Company are in compliance with, and neither the Company nor any of its subsidiaries is in violation of, or subsidiary has any liability with respect to the properties of the Company under, any federal, state, local or applicable Environmental Laws (as defined below) except for such non-U.S. statute, law, rule, regulation, ordinance, code, other requirement compliance or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), liability which would not result in a Material Adverse Effect; (ii) neither the Company nor any subsidiary has at any time released (as such term is defined in Section 101 (22) of its subsidiaries ownsCERCLA (as defined below)) or otherwise disposed of or handled, occupiesHazardous Materials (as defined below) on, operates to or uses from any real property contaminated with Hazardous Substances of the Company, except for such releases, disposals and handlings as would not be reasonably likely to result in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, Material Adverse Effect; (iii) neither the Company nor any subsidiary knows of its subsidiaries is liable any seepage, leak, discharge, release, emission, spill, or allegedly liable for any release or threatened release dumping of Hazardous SubstancesMaterials into waters (including, including at but not limited to, groundwater and surface water) on, beneath or adjacent to any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each property of the Company and TMM HoldingsCompany, there are no facts or circumstances that other than such matters as would not be reasonably be expected likely to result in a violation Material Adverse Effect; (iv) neither the Company nor any subsidiary has received any written notice of, liability underor has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or expense pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any property of the Company or arising out of the conduct of the business of the Company or such subsidiary at the properties of the Company, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus; (v) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (vi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, any subsidiary or the properties of the Company, other than as would not be reasonably likely to result in a Material Adverse Effect. For purposes of this subsectionAs used herein, “Hazardous SubstancesMaterial” means (A) petroleum and petroleum productsshall include, by-products or breakdown productswithout limitation, any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, polychlorinated biphenyls toxic mold or any hazardous material as defined by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and mold and (Bcollectively “Environmental Laws”) shall mean any other chemical applicable foreign, federal, state or local law (including film processing chemicalsstatute or common law), material ordinance, rule, regulation, or substance defined judicial or regulated administrative order, consent decree or judgment relating to the protection of human health (with respect to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as toxic or hazardous or amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as a pollutantamended, contaminant or waste under Environmental Laws49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing.

Environmental Laws. Except as disclosed in the General Disclosure Package Registration Statement and the Prospectus, the Company and its subsidiary (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except for in the case of clauses (i) and (ii), to the extent any matters such non-compliance, violation, liability or other obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, (x) there are no proceedings that could are pending, or to the Company’s knowledge, threatened, against the Company or its subsidiary under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiary are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivz) none of the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws subsidiary anticipates material capital expenditures relating to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ii)(A) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any applicable federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (iiB) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (C) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Lawsthe environment, (iiiD) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to applicable Environmental Laws or Hazardous Substances, and (ivF) to the knowledge of the Company, the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and except in each case covered by clauses (bA) — (F) such as would not individually or in the aggregate have a Material Adverse Effect; (ii) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (iii) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (iv) except as disclosed in the General Disclosure Package, the Company has reasonably concluded that the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations, products and financial condition of the Company and its subsidiaries will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A1) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B2) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under applicable Environmental Laws.

Environmental Laws. Except as disclosed described in the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is (a) are in violation ofof any and all applicable foreign, or has any liability under, any federal, state, state and local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law laws and regulations (including common law), law and any binding judicial or decision or order of any domestic or foreign governmental entity or court, administrative decisions) relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of human health and safety, the environment or natural resources (including biota)sustainability and the protection of habitats or ecosystems) or hazardous, to health and safety toxic or radioactive substances or wastes, pollutants or contaminants (including as such relates to exposure to Hazardous Substances, and to natural resource damages greenhouse gases) (collectively, “Environmental Laws”), ; (iib) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (bc) to the knowledge have not received any notice, demand or claim alleging any actual or potential noncompliance with or liability under any Environmental Law or permit, license or approval thereunder and are not aware of each of the Company and TMM Holdings, there are no facts any fact or circumstances circumstance that would reasonably be expected to result form the basis of any such notice, demand or claim. Except as set forth in a violation ofthe Registration Statement, liability underthe General Disclosure Package and the Prospectus, claim or expense pursuant to neither the Company nor any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or its subsidiaries has been named as a pollutant“potentially responsible party” under the Comprehensive Environmental Response, contaminant Compensation and Liability Act of 1980, as amended. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or waste under operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsLaws or any permit, license, registration or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ii)(A) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (iiB) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (C) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Lawsthe environment, (iiiD) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivF) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (A) – (F) such as would not individually or in the aggregate have a Material Adverse Effect; and (bii) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; (iii) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (iv) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (Ay) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (Bz) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the Registration Statement, the General Disclosure Package and except for any matters that could not the Prospectus or would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (a) (iA) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, of any federal, state, local or non-U.S. foreign statute, law, rule, regulation, ordinance, code, other requirement policy or rule of common law (or any judicial or administrative interpretation thereof, including common law)any judicial or administrative order, consent, decree, decision, judgment or decision or order of any domestic or foreign governmental entity or courtother legally enforceable requirements, relating to pollutionpollution or protection of human health or safety, the environment and natural resources (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, pesticides or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport, labeling or release handling of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages Materials (collectively, “Environmental Laws”), (iiB) neither there are no costs or liabilities associated with Environmental Laws of or relating to the Company nor or any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Lawssubsidiaries, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivC) the Company and its subsidiaries have received all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with alltheir requirements, and have (D) there are no liability under anypending or, permitsto the knowledge of the Company, licensesthreatened administrative, authorizationsregulatory or judicial actions, identification numbers suits, demands, demand letters, claims, liens, notices of noncompliance or other approvals required under applicable violation, investigations or proceedings relating to any Environmental Laws to conduct their respective businesses; Law against the Company or any of its subsidiaries and (bE) to the knowledge of each of the Company and TMM Holdings, there are no facts events or circumstances that would reasonably be expected to result form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the Company or its subsidiaries under any Environmental Laws in which a violation ofgovernmental entity is also a party, liability under, claim other than such proceeding regarding which the Company and its subsidiaries reasonably believe that no monetary sanctions of $300,000 or expense pursuant more will be imposed and (y) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effectthe Prospectus, (a) (ia)(i) neither the Company nor any of its subsidiaries is or has been in violation of, or has any liability under, any federal, state, local or non-U.S. foreign statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to contamination, pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, leases, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws Laws, except in each case covered by clauses (i) - (vi) such as would not, individually or in the aggregate, have, or reasonably be expected to conduct their respective businesseshave, a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect; (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would, individually or in the aggregate, have or reasonably be expected to have, a Material Adverse Effect; (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect; and (e) except as set forth in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 7 as amended, and there are no proceedings that are pending against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings in which it is reasonably believed that no monetary sanctions in excess of $100,000 will be imposed. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold toxic mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.. (t) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent that would, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect. (u)

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 8.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except (i) neither where the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating failure to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would do so could not reasonably be expected to result have a Material Adverse Effect or (ii) to the extent the Credit Parties or any of their Subsidiaries are contesting, in a good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, claim or expense pursuant to under any Environmental Law. For purposes Laws applicable to the operations or properties of this subsectionthe Credit Parties or such Subsidiaries, “Hazardous Substances” means (A) petroleum or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney's and petroleum productsconsultant's fees, by-products investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawswillful misconduct of the party seeking indemnification therefor.

Environmental Laws. Except as disclosed described in the General Disclosure Package Registration Statement and except for any matters that could not as would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (aA) (i) neither none of the Company nor Company, its Subsidiaries, or any of its subsidiaries the clinical laboratories owned, leased or operated by them, is in violation of, or has any liability under, of any federal, state, local or non-U.S. foreign statute, law, rule, regulation, standard, guide, ordinance, code, other requirement policy or rule of common law (or any judicial or administrative interpretation thereof, including common law)any judicial or administrative order, consent, decree or decision or order of any domestic or foreign governmental entity or courtjudgment, relating to pollutionpollution or protection of human health or safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances (including, without limitation, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, petroleum or petroleum products) (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, handling, transportation, treatment, storage, dischargedisposal, disposal transport or release of Hazardous Substances (defined below)handling, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous SubstancesMaterials (collectively, including at any off-site treatment"Environmental Laws"), storage or disposal site and (ivB) the Company Company, its Subsidiaries, and its subsidiaries each of the clinical laboratories owned, leased or operated by them, have received all permits and approvals required under any applicable Environmental Laws and are each in compliance with alltheir requirements, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (bC) to the knowledge of each of the Company and TMM Holdings, there are no facts pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company, its Subsidiaries, or any of the clinical laboratories owned, leased or operated by them, and (D) there are no events or circumstances known to the Company that would might reasonably be expected to result in a violation ofform the basis of an order for clean-up or remediation, liability underor an action, claim suit or expense pursuant proceeding by any private party or governmental body or agency, against or affecting the Company, any of its Subsidiaries or any of the clinical laboratories owned, leased or operated by them relating to Hazardous Materials or any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (aa)(i) (i) neither Neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any U.S. federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not individually or in the aggregate have a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental LawLaw that would have a Material Adverse Effect; and (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would have a Material Adverse Effect. For purposes of this subsection, subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold mold, and (B) any other chemical (including film processing chemicals)chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed otherwise set forth in the Registration Statement, the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) the Prospectus: (i) the properties of the Company are in compliance with, and neither the Company nor any of its subsidiaries is in violation of, or subsidiary has any liability with respect to the properties of the Company under, any federal, state, local or applicable Environmental Laws (as defined below) except for such non-U.S. statute, law, rule, regulation, ordinance, code, other requirement compliance or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), liability which would not result in a Material Adverse Effect; (ii) neither the Company nor any subsidiary has at any time released (as such term is defined in Section 101 (22) of its subsidiaries ownsCERCLA (as defined below)) or otherwise disposed of or handled, occupiesHazardous Materials (as defined below) on, operates to or uses from any real property contaminated with Hazardous Substances of the Company, except for such releases, disposals and handlings as would not be reasonably likely to result in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, Material Adverse Effect; (iii) neither the Company nor any subsidiary knows of its subsidiaries is liable any seepage, leak, discharge, release, emission, spill or allegedly liable for any release or threatened release dumping of Hazardous SubstancesMaterials into waters (including, including at but not limited to, groundwater and surface water) on, beneath or adjacent to any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each property of the Company and TMM HoldingsCompany, there are no facts or circumstances that other than such matters as would not be reasonably be expected likely to result in a violation Material Adverse Effect; (iv) neither the Company nor any subsidiary has received any written notice of, liability underor has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or expense pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any property of the Company or arising out of the conduct of the business of the Company or such subsidiary at the properties of the Company, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus; (v) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (vi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, any subsidiary or the properties of the Company, other than as would not be reasonably likely to result in a Material Adverse Effect. For purposes of this subsectionAs used herein, “Hazardous SubstancesMaterial” means (A) petroleum and petroleum productsshall include, by-products or breakdown productswithout limitation, any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, polychlorinated biphenyls toxic mold or any hazardous material as defined by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and mold and (Bcollectively “Environmental Laws”) shall mean any other chemical applicable foreign, federal, state or local law (including film processing chemicalsstatute or common law), material ordinance, rule, regulation, or substance defined judicial or regulated administrative order, consent decree or judgment relating to the protection of human health (with respect to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as toxic or hazardous or amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as a pollutantamended, contaminant or waste under Environmental Laws49 U.S.C. Secs. 5101-5128, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2697, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1388, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-27, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing.

Environmental Laws. Except as disclosed in the General Disclosure Package Registration Statement and the Prospectus, the Company and its subsidiaries (i) are in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except for in the case of clauses (i) and (ii), to the extent any matters such non-compliance, violation, liability or other obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, (x) there are no proceedings that could are pending, or to the Company’s knowledge, threatened, against the Company or its subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivz) none of the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws anticipates material capital expenditures relating to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

Environmental Laws. Except as disclosed in In addition to and without limiting the General Disclosure Package generality of Section 7.06, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any matters that where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (ab) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except (i) neither where the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating failure to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would do so could not reasonably be expected to result have a Material Adverse Effect or (ii) to the extent the Loan Parties or any of their Subsidiaries are contesting, in a good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability underunder any 70 Environmental Laws applicable to the operations or properties of the Loan Parties or such Subsidiaries, claim or expense pursuant any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products the foregoing directly result from the gross negligence or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Lawswillful misconduct of the party seeking indemnification therefor.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither Subject to subsections (ii) and (iii) below, the Company nor any of and its subsidiaries is (x) are, and at all prior times were, in violation of, or has compliance with any liability under, any and all applicable federal, state, local or non-U.S. statuteand foreign laws, lawrules, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, regulations and orders relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection of human health or restoration of safety, the environment environment, natural resources, hazardous or natural resources (including biota)toxic substances or wastes, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages pollutants or contaminants (collectively, “Environmental Laws”), (iiy) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, all permits, licenses, authorizations, identification numbers certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (bz) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of each of the Company and TMM Holdings, there are no facts any event or circumstances condition that would reasonably be expected to result in any such notice, except, for each of clauses (x), (y) and (z) above, as described in the General Disclosure Package and for any such failure to comply, or failure to receive required permits, licenses, certificates, authorizations or approvals, or liability, as would not, individually or in the aggregate, reasonably be expected to have a violation ofMaterial Adverse Effect. (ii) There are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except as described in the General Disclosure Package and for any such cost or liability underas would not, claim individually or expense pursuant in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as described in the General Disclosure Package, (x) there are no proceedings that are pending, or that are known to the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Law. For purposes Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of this subsection$300,000 or more will be imposed, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (By) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other chemical (including film processing chemicals), material obligations under Environmental Laws or substance defined or regulated as toxic or concerning hazardous or as toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a pollutantmaterial effect on the capital expenditures, contaminant earnings or waste under Environmental Lawscompetitive position of the Company and its subsidiaries.

Environmental Laws. Except Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as disclosed in the General Disclosure Package and defined below) (“Environmental Laws”), (ii) have received all permits required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”) except for any matters such Environmental Permits that could are the responsibility of the charter parties under the Charter Agreements and that the Golar Parties reasonably expect such charter parties to obtain, (iii) are in compliance with all terms and conditions of any such permits and (iv) do not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of each of the Company and TMM Holdings, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, The term “Hazardous SubstancesMaterial” means (A) petroleum any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and petroleum productsLiability Act of 1980, by-products or breakdown productsas amended, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) any other chemical “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (including film processing chemicals)C) any petroleum or petroleum product, material (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance defined regulated under or regulated as toxic within the meaning of any applicable Environmental Law. In the ordinary course of business, the Golar Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or hazardous operating expenditures required for clean-up, closure of properties or as a pollutant, contaminant or waste under compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Golar Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Golar Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Except as disclosed in the General Disclosure Package and except for any matters that could not reasonably be expected to have a Material Adverse EffectPackage, (a) (ia)(i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental entity agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below)hazardous substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substanceshazardous substances, and or to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental LawsSubstances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (ivvi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) through (vi) such as would not, individually or in the aggregate, result in a Material Adverse Effect; and (b) to the knowledge of each of the Company and TMM HoldingsCompany, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim or expense pursuant to any Environmental Law. For purposes Law that would, individually or in the aggregate, result in a Material Adverse Effect; (c) to the knowledge of this subsectionthe Company, “Hazardous Substances” means (A) petroleum and petroleum products, by-products there are no requirements proposed for adoption or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (B) implementation under any other chemical (including film processing chemicals), material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.Law that would,

Environmental Laws. Except as disclosed in the General Disclosure Package Registration Statement and the Prospectus, the Company and each of its Subsidiaries (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except for in the case of clauses (i) and (ii), to the extent any matters that could not such non-compliance, violation or other liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, (ax) (i) neither there are no proceedings that are pending, or to the Company’s knowledge, threatened, against the Company nor or any of its subsidiaries Subsidiaries under Environmental Laws in which a governmental authority is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, codealso a party, other requirement than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or rule of law (including common law), or decision or order of any domestic or foreign governmental entity or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”)more will be imposed, (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances in a condition or concentration that requires investigation or remediation pursuant to Environmental Laws, (iii) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (ivy) the Company and its subsidiaries have received and Subsidiaries are in not aware of any issues regarding compliance with allEnvironmental Laws, and have no liability under anyincluding any pending or proposed Environmental Laws, permits, licenses, authorizations, identification numbers or liabilities or other approvals required obligations under applicable Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to conduct their respective businesses; and (b) to have a material effect on the knowledge of each capital expenditures, earnings or competitive position of the Company and TMM Holdingsits Subsidiaries, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Law. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (Bz) any other chemical (including film processing chemicals), none of the Company and its Subsidiaries anticipates material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under capital expenditures relating to Environmental Laws.