Common use of Environmental Laws Clause in Contracts

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. Kimco shall: (a) Comply in all material respects with, and use its best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably expected to have a Material Adverse Effect or (ii) Kimco has determined in good faith that contesting the same is not in the best interests of Kimco and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; and. (c) Defend, indemnify and hold harmless the Agent Administrative Agent, the Issuing Lender and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) 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, under any Environmental Law Laws applicable to the operations of the BorrowerKimco, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees including attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements Notwithstanding anything to the contrary in this paragraph Agreement, this indemnity shall survive repayment continue in full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. The Borrower shall, and shall cause each of its Subsidiaries to: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the LendersBanks, and their respective employees, agents, officers and directors, from and against any and all 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, under any Environmental Law Laws applicable to the operations of the Borrower, any of its Subsidiaries Borrower or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements This indemnity shall continue in this paragraph shall survive repayment full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. The Borrower and its Subsidiaries shall: (a) Comply in all material respects with, with and use best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, subtenants with all applicable Environmental Laws Laws, and shall obtain and comply in all material respects with and maintainwith, and use reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintainwith, any and all licenses, approvals, notifications, registrations or permits required thereunder. (b) Promptly report to each Lender (i) the introduction of any Hazardous Substances onto any facility owned or operated by applicable the Borrower or a Subsidiary thereof except for the use or storage thereof in the ordinary course of business in compliance with all Environmental Laws except Laws, and (ii) the initiation of any regulatory action against the Borrower or any Subsidiary thereof or in connection with any such facility relating to any release of Hazardous Substances which regulatory action the extent that, with respect to all of the above, failure to do so would not reasonably be expected Borrower determines is likely 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to Effect on either the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have Borrower's or a Material Adverse Effect; andSubsidiary's financial condition. (c) Defend, indemnify indemnify, and hold harmless the Agent and the Lenders, and their respective employees, agents, and officers and directors, from and against any and all penalties, fines, liabilities, damages, costs, or expenses of whatever kind or nature asserted against any Lender, except to the extent that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and or expenses result from the gross negligence or willful misconduct of whatever kind such Lender or nature known any of its employees, agents or unknown, contingent or otherwiseofficers, arising out of, or in any way relating to related to, (i) the violation ofpresence, noncompliance with disposal, release, or liability under, threatened release of any Environmental Law applicable to Hazardous Substances on any property at any time owned or occupied by the operations of the Borrower, any of its Subsidiaries Borrower or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.Subsidiaries;

Environmental Laws. Kimco shall: (a) Comply in all material respects with, and use its best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably expected to have a Material Adverse Effect or (ii) Kimco has determined in good faith that contesting the same is not in the best interests of Kimco and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; and. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) 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, under any Environmental Law Laws applicable to the operations of the BorrowerKimco, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees including attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements Notwithstanding anything to the contrary in this paragraph Agreement, this indemnity shall survive repayment continue in full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) Comply comply in all material respects with, and ensure use reasonable efforts to require such compliance in by all material respects by 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, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent thatLaws, with respect to all of the above, failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws except to and satisfy all successful, final, non-appealable Environmental Claims brought by any Person, including without limitation the extent that the same are being contested in good faith by appropriate proceedings investigation, sampling, remediation, removal and the pendency monitoring of such proceedings would not reasonably be expected to have a Material Adverse Effect; and Hazardous Materials, and (c) Defenddefend, 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 and all 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, under any Environmental Law Laws applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Propertiessuch Subsidiary, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except (i) to the extent that any of the foregoing arise out of directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment , as determined by a court of competent jurisdiction by final nonappealable judgment or (ii) to the extent that any of the Notes 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 any Credit Party nor any of its Subsidiaries has any control and all other amounts payable hereundereither (A) such conditions result from the negligence or willful misconduct of the party seeking indemnification therefor, as determined by a court of competent jurisdiction by a final nonappealable judgment, or (B) such conditions first occur or come into existence more than two years after the consummation of such foreclosure or deed in lieu of foreclosure.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. Each member of the Consolidated Group shall: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any members of its Subsidiaries the Consolidated Group or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. (a) Comply with in all material respects withrespects, and cause its Subsidiaries to comply with in all material respects, and, in each case take reasonable steps to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders orders, directives and directives information requests of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Propertiestheir respective properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's consultants' fees, investigation and laboratory fees, response costscosts arising from any Remedial Actions, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph clause (c) shall survive repayment of the Notes and all other amounts payable hereunderObligations.

Environmental Laws. In addition to and without limiting the generality of Section 8.9, (a) Comply in all material respects comply with, and take commercially reasonable efforts to ensure such compliance in by all material respects by 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, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, failure to do so would any matters that could not reasonably be expected to have result in a Material Adverse Effect; , (b) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings Laws, and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defenddefend, 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 and all 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, under any Environmental Law Laws applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesConsolidated Companies, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of directly result from the gross negligence or negligence, willful misconduct or breach in bad faith of obligations of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment , as determined by a court of the Notes and all other amounts payable hereundercompetent jurisdiction by final nonappealable judgment.

Environmental Laws. (a) Comply in The Credit Parties shall promptly notify and furnish Agent and Documentation Agent with a copy of any and all material respects withEnvironmental Notices which are received by any Credit Party or any of its Subsidiaries on or after the date hereof. Each Credit Party shall, and ensure compliance shall cause its Subsidiaries to, take prompt and appropriate action in response to any and all material respects by such Environmental Notices, and shall promptly furnish Agent and Documentation Agent with a description of the applicable Credit Party’s response thereto. Each Credit Party shall promptly notify Agent and Documentation Agent of any event or state of facts which would reasonably be expected to result in an Environmental Notice. (b) The Credit Parties shall, and cause each of its Subsidiaries to, (i) comply with all tenants and subtenantsEnvironmental Laws, if any(ii) obtain, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent thatLaws, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; (biii) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and (iv) promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws except (and provide copies of all such orders and directives to Agent and Documentation Agent), except, in each case, to the extent that (i) the same are validity or amount thereof is being contested in good faith by appropriate proceedings diligently prosecuted, (ii) the Credit Parties and their Subsidiaries have set aside on its books adequate reserves with respect thereto in accordance with GAAP, (iii) such contest effectively suspends collection of the pendency of contested obligation, (iv) no Lien has been filed with respect thereto and (v) the failure to make payment pending such proceedings contest would not reasonably be expected to have result in, either individually or in the aggregate, a Material Adverse Effect; and. (c) DefendEach Credit Party shall defend, indemnify and hold harmless each of the Agent and the Lenders, Lender Parties and their respective employees, agents, officers officers, directors, partners, members, and directorsmanagers, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwiseotherwise (including without limitation attorneys’ and consultants’ fees, investigation and laboratory fees, court costs and litigation expenses), arising out of, or in any way relating to the violation of, noncompliance with or liability under, (i) any Environmental Law Laws applicable to the operations any of the BorrowerCredit Parties, any of its Subsidiaries or the Propertiestheir operations, or any real property owned or operated by any of them, (ii) any orders, requirements or demands of any Governmental Authorities Authority or any private party related theretoto any Environmental Laws or to Hazardous Substances, includingor (iii) the actual or alleged presence of Hazardous Substances on any property previously, without limitationnow or hereafter owned, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that leased or otherwise held by any of the foregoing arise out Credit Parties. The indemnity set forth in this paragraph (c) shall survive any termination of this Agreement. Notwithstanding the foregoing, the Credit Parties shall not have any obligation to a Lender Party and its respective employees, agents, officers, directors, partners, members, and managers under this paragraph (c) regarding any potential environmental matter covered hereunder which is caused by the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment such Lender Party or its respective employees, agents, officers, directors, partners, members, and managers, as determined by a final judgment of the Notes and all other amounts payable hereundera court of competent jurisdiction.

Environmental Laws. (a) Comply 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 all material respects the aggregate, reasonably be expected to have a Material Adverse Effect, comply with, and use commercially reasonable efforts consistent with customary industry practices to ensure such compliance in all material respects by all tenants and subtenants, if any, subtenants with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use commercially reasonable efforts consistent with customary industry practices to ensure that all tenants and subtenants 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 except to the extent thatLaws, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; (bii) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (ciii) Defenddefend, indemnify and hold harmless the Administrative Agent, the Collateral Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any and all 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, under any Environmental Law Laws applicable to the operations of the Borrower, any of its Subsidiaries or the Propertiessuch GGS Company, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, including reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph , as determined by a court of competent jurisdiction by final nonappealable judgment. (b) If a Default caused by reason of a breach of Section 3.08 or Section 5.10(a) shall survive repayment have occurred and be continuing for more than 20 days without any GGS Company commencing activities reasonably likely to cure such Default, at the written request of the Notes Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of the Loan Parties, an environmental site assessment report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and all other amounts payable hereunderindicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default.

Environmental Laws. (a) Comply Except to the extent such failure could not be reasonably expected to have a Material Adverse Effect, comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except Laws; (b) Except to the extent that, with respect to all of the above, such failure to do so would could not be reasonably be expected to have a Material Adverse Effect; (b) Conduct , conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Credit Parties or any of its their Restricted Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Credit Party Obligations and all other amounts payable hereunderhereunder and termination of the Commitments and the Credit Documents.

Environmental Laws. (a) Comply in all material respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations registration or permits required by applicable Environmental Laws Laws, and cause each of the Restricted Subsidiaries to do so, except to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, and cause each of the Restricted Subsidiaries to do so except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings or the failure to so comply would not be reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any actual and all direct claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations real property owned or operated by the Company or any of the Borrower, any of its Subsidiaries or the PropertiesRestricted Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in ; provided that the indemnification provided for by this paragraph shall survive the repayment of the Notes Obligations and all other amounts payable hereunderthe termination of the Commitments for a period of five years.

Environmental Laws. (a) Comply The Consolidated Parties shall comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) Conduct The Consolidated Parties shall conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) DefendThe Consolidated Parties shall defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. 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 aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) Comply in all material respects comply with, and use reasonable efforts to ensure such compliance in all material respects by all of its tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use reasonable efforts to ensure that all tenants and subtenants 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 except to the extent thatLaws, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws except to Laws. Except as otherwise noted, the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) DefendBorrower 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 and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials in, on or under properties owned, leased or operated by the Borrower and its Subsidiaries, or the Borrower’s or any of its Subsidiaries’ violation of, noncompliance with or liability under, under any Environmental Law Laws applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Propertiessuch Subsidiary, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment , as determined by a court of the Notes and all other amounts payable hereundercompetent jurisdiction by final nonappealable judgment.

Environmental Laws. In addition to and without limiting the generality of Section 8.9, (a) Comply in all material respects comply with, and ensure such compliance in all material respects by all tenants and subtenants, if any, with, subtenants with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants 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 Laws, in each case except to where the extent that, with respect to all of the above, failure to do so would could not reasonably be expected to have a Material Adverse Effect; , (b) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings Laws, and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defenddefend, 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 and all 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, or the violation of, noncompliance with or liability under, under any Environmental Law Laws applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Propertiessuch Subsidiary, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment , as determined by a court of the Notes and all other amounts payable hereundercompetent jurisdiction by final nonappealable judgment.

Environmental Laws. (ai) Comply The Borrower and its Subsidiaries shall comply in all material respects withrespects, and ensure compliance subject to the disclosure set forth in Schedule 4.20, with all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and shall obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse EffectLaws; (bii) Conduct The Borrower and its Subsidiaries shall conduct and complete in all material respects all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Official Bodies respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate and lawful proceedings diligently conducted and the pendency of for which such proceedings would not reasonably be expected to reserves or other appropriate provisions, if any, required by GAAP shall have a Material Adverse Effectbeen made; and (ciii) DefendThe Borrower shall defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations of real property owned or operated by the Borrower, Borrower or any of its Subsidiaries or the PropertiesSubsidiaries, or any orders, requirements or demands of Governmental Authorities any Official Bodies related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. Except as would not give rise to a material Dagger Obligation and does not and will not otherwise materially affect the Business, any Dagger Asset or any asset or property of any Dagger Subsidiary, and except as set forth on Schedule A12.1, (a) Comply each Dagger Company is and has been in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in effect on the date hereof; (b) no Dagger Company has received any written communication that alleges that it is or was not in compliance with all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except in effect on the date hereof; (c) to the extent thatKnowledge of Arrow there are no circumstances that may prevent or interfere with compliance in the future with any applicable Environmental Laws; (d) all Permits and other governmental authorizations currently held by the Dagger Companies pursuant to the Environmental Laws are in full force and effect, and each Dagger Company is in material compliance with respect to all of the aboveterms of such Permits and authorizations, failure and no other Permits or authorizations required pursuant to do so the Environmental Laws are required by any Dagger Company for the conduct of the Business on the date hereof; (e) such Permits will not be terminated or impaired or become terminable, in whole or in part, solely as a result of the transactions contemplated hereby; (f) the management, handling, storage, transportation, treatment, and disposal by the Dagger Companies of all Materials of Environmental Concern is and has been in compliance with all applicable Environmental Laws; and (g) there are no past or present actions or activities by any Dagger Company, or any circumstances, conditions, events or incidents, including the storage, treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern, whether or not by a Dagger Company, that would not reasonably be expected 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 form the basis of any Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and Claim against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind Dagger Company or nature known or unknown, contingent or otherwise, arising out of, or in against any way relating to the violation of, noncompliance with or Person whose liability under, for any Environmental Law applicable to the operations Claim any Dagger Company may have retained or assumed either contractually or by operation of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related theretolaw, including, without limitation, reasonable attorneys' fees and consultant's feesthe storage, investigation and laboratory feestreatment, response costsrelease, court costs and litigation expensesemission, except discharge, disposal or arrangement for disposal of any Material of Environmental Concern or any other contamination or other hazardous condition, related to the extent that premises at any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereundertime occupied by any Dagger Company.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in cause its Restricted Subsidiaries to comply with all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants cause its Restricted Subsidiaries to obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations registration or permits required by applicable Environmental Laws Laws, and cause each of the Restricted Subsidiaries to do so, except in each case to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, and cause each of the Restricted Subsidiaries to do so except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings or the failure to so comply would not be reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any actual and all direct claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations real property owned or operated by the Borrower or any of the Borrower, any of its Subsidiaries or the PropertiesRestricted Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in ; provided that the indemnification provided for by this paragraph shall survive the repayment of the Notes Obligations and all other amounts payable hereunderthe termination of the Commitments for a period of five years.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedialremediation, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Credit Parties or any of its their Subsidiaries or the Propertiestheir assets or properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. The Company has received and reviewed certain environmental reports on (awhich included physical inspection of the surface of) Comply 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 all material respects withpurchase agreements therefor. Except as described in the Prospectus, (i) the Company, and, to its knowledge, each Current Hotel's property, is, and ensure as of the Closing Time will be, in compliance in with all material respects by all tenants applicable federal, state and subtenantslocal laws and regulations relating to the protection of human health and safety, if anythe environment, withhazardous or toxic substances and wastes, pollutants and contaminants ("Environmental Laws"), (ii) the Company, or, to its knowledge, its lessees have received, or as of the Closing Time will receive, all permits, licenses or other approvals required under applicable Environmental Laws to conduct the respective hotel businesses presently conducted at each Current Hotel's property and obtain and comply in all material respects with and maintain(iii) the Company or, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintainto its knowledge, any and all licensesits lessees are, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all as of the aboveClosing Time will be, failure to do so 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 reasonably be expected to not, singly or in the aggregate, have a Material Adverse Effect; . To the best knowledge of the Company, except as described in the Prospectus, there are no costs or liabilities associated with Environmental Laws (b) Conduct and complete all investigationsincluding, studieswithout limitation, sampling and testingany capital or operating expenditures required for clean-up, and all remedial, removal and other actions required under remediation or closure of properties or compliance with Environmental Laws and promptly comply any potential liabilities to third parties) that, as of the date hereof, would, or as of the Closing Time will, singly or in all material respects with all lawful orders the aggregate, have a Material Adverse Effect. The Company has received and directives reviewed engineering reports on each Current Hotel's property, has obtained certain representations and warranties from the sellers of all Governmental Authorities regarding Environmental Laws 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 to where such violation of any applicable building code, zoning ordinance or other law or regulation would not, singly or in the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to aggregate, have a Material Adverse Effect; and (cii) Defendthe Company has not received notice of any proposed material special assessment or any proposed change in any property tax, indemnify 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 hold harmless restrictions with respect to any Current Hotel that would have, singly or in the Agent 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 Lenders, and their respective employees, agents, officers and directors, from and against improvements comprising any portion of each Current Hotel (the "Improvements") are free of any and all claimsmaterial physical, demandsmechanical, penaltiesstructural, finesdesign and construction defects that would have, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, singly or in any way relating to the violation ofaggregate, noncompliance with or liability undera Material Adverse Effect and the mechanical, any Environmental Law applicable to electrical and utility systems servicing the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, Improvements (including, without limitation, reasonable attorneys' fees all water, electric, sewer, plumbing, heating, ventilation, gas and consultant's feesair conditioning) are in good condition and proper working order and are free of defects that would have, investigation and laboratory feessingly or in the aggregate, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereundera Material Adverse Effect.

Environmental Laws. (a) Comply in all material respects withComply, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except cause each of its Subsidiaries (to the extent thatapplicable) to comply, with respect to all of the above, failure to do so would not reasonably be expected 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 in all material respects with all lawful orders applicable Environmental Laws, and directives of maintain all Governmental Authorities regarding material permits, licenses and approvals required under applicable Environmental Laws except Laws, where the failure to the extent that the same are being contested do so could result in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (cand promptly provide to Bank, immediately upon receipt thereof, copies of any material correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a violation of any Environmental Laws by Borrower and/or any of its Subsidiaries, or of any circumstance or condition which requires or may require a financial contribution by Borrower and/or any of its Subsidiaries, or a clean-up, removal, remedial action or other response by or on behalf of Borrower and/or any of its Subsidiaries under applicable Environmental Law(s), or which seeks damages or civil, criminal, or punitive penalties from Borrower and/or any of its Subsidiaries for any violation or alleged violation of any Environmental Law(s) Defendby Borrower and/or any of its Subsidiaries. Borrower hereby indemnifies, indemnify saves and hold harmless the Agent and the Lendersholds Bank, and their respective any of Bank’s past, present and future officers, directors, shareholders, employees, agentsrepresentatives and consultants, officers and directors, harmless from and against any and all claimslosses, demandsdamages, suits, penalties, finescosts, liabilities, settlements, damages, costs liabilities 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, (including, without limitation, reasonable legal expenses and attorneys' fees ’ fees) incurred or arising out of any claim, loss or damage of any property, injuries to or death of any persons, contamination of or adverse effects on the environment, or other violation or asserted violation of any applicable Environmental Law(s); provided, however, that the foregoing indemnification shall not be applicable, and consultant's feesBorrower shall not be liable for any such losses, investigation and laboratory feesdamages, response suits, penalties, costs, court costs and litigation liabilities or expenses, except to the extent that (but only to the extent) the same arise or result from any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification thereforBank or any of its agents or employees. The agreements in provisions of this paragraph Section shall survive repayment of the Notes Indebtedness and satisfaction of all other amounts payable hereunderobligations of Borrower to Bank and termination of this Agreement.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification thereforany indemnified person (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING INDEMNIFIED). The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of that the above, failure to do so would not be reasonably be expected likely to have a Material Adverse Effect;. (b) Conduct The Borrower will, and will cause each of its Subsidiaries to, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions actions, required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and or to the pendency extent the failure to conduct or complete any of such proceedings the foregoing would not be reasonably be expected likely to have a Material Adverse Effect; and. (c) DefendWithout limitation of the provisions of Section 6.7, indemnify if the Administrative Agent or any Lender, in accordance with prudent banking practices, has any reason to suspect a material failure by any Credit Party to comply with the representations, warranties and hold harmless covenants set forth herein concerning Hazardous Substances and Environmental Laws, employees and/or agents of the Administrative Agent may (but shall not be obligated to) enter upon any Realty of such Credit Party (subject to the provisions of Section 6.7 with respect to notice and time of visit) to conduct such inspections and tests, at the LendersBorrower’s sole cost and expense, as may be reasonably desired by the Administrative Agent or the Required Lenders to evaluate compliance with Environmental Laws and presence of Hazardous Substances. If any such inspections or tests reveal facts, conditions or circumstances that, in the judgment of the Administrative Agent, need to be investigated, remediated or otherwise addressed under applicable Environmental Laws, or if the Administrative Agent or the Lenders otherwise learn of such facts, conditions or circumstances, the Borrower agrees to undertake all responsive actions required under applicable Environmental Laws. All costs of such actions shall be paid by the Borrower. In the event that the Borrower shall fail to timely prosecute to completion such work, the Administrative Agent may, but shall not be required to, cause such work to be performed, and all reasonable costs and expenses thereof shall become part of the Obligations. The Borrower hereby acknowledges that all hazardous waste handling practices and environmental practices and procedures are the sole responsibility of the Borrower and its Subsidiaries. The Borrower further acknowledges that neither the Administrative Agent nor any Lender is an environmental consultant, engineer, investigator or inspector of any type whatsoever. No act (or decision not to act) of the Administrative Agent or any Lender related to this Agreement or any other Credit Document shall give rise to any obligation or liability on the part of the Administrative Agent or any Lender with respect to environmental matters. In no event shall any information obtained from the Administrative Agent or any Lender or their respective employees, agents, officers and directors, from and against representatives or agents pursuant to this Agreement or any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses other Credit Document concerning the environmental condition of whatever kind any Realty be considered by the Borrower 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, (or any ordersother recipient of such information) as constituting legal or environmental consulting, requirements engineering, investigating or demands of Governmental Authorities related theretoinspecting advice, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to neither the extent that Borrower nor any of the foregoing arise out its Subsidiaries (nor any other recipient of the gross negligence or willful misconduct of the party seeking indemnification thereforsuch information) shall rely on such information. The agreements in this paragraph shall survive repayment of responsibility for compliance with environmental laws rests solely with the Notes Borrower and all other amounts payable hereunderits Subsidiaries.

Environmental Laws. Except as disclosed in Schedule 5.12, Borrower represents, warrants and agrees with Lender that (ai) Comply in all material respects withBorrower has not generated, and ensure compliance in all material respects by all tenants and subtenantsused, if anystored, withtreated, all applicable Environmental Laws and obtain and comply in all material respects with and maintaintransported, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintainmanufactured, handled, produced or disposed of any and all licensesHazardous Materials, approvals, notifications, registrations on or permits required by applicable Environmental Laws except to the extent that, with respect to all off any of the abovepremises of Borrower (whether or not owned by it) in any manner which at any time violates any Environmental Law or any license, failure permit, certificate, approval or similar authorization thereunder and which violation would result in liability to do so would not reasonably be expected to have a Material Adverse Effect; Borrower in excess of $250,000 in the aggregate; (bii) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly the operations of Borrower comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws and all licenses, permits certificates, approvals and similar authorizations thereunder, except where the failure to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings so comply would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower; and (ciii) Defendthere has been no investigation, indemnify and hold harmless the Agent and the Lendersproceeding, complaint, order, directive, claim, citation or notice by any governmental authority or any other Person, nor is any pending or, to Borrower's knowledge, threatened, and their respective employeesBorrower shall immediately notify the Bank upon becoming aware of any such investigation, agentsproceeding, officers complaint, order, directive, claim, citation or notice, and directorsshall take prompt and appropriate actions to respond thereto, from with respect to any non-compliance with, or violation of, the requirements of any Environmental Law by Borrower or any of its affiliates or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material or any other environmental, health or safety matter, which would result in liability to Borrower in excess of $250,000 in the aggregate; and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown(iv) Borrower has no liability, contingent or otherwise, arising out ofin connection with a release, spill or in discharge, threatened or actual, of any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Hazardous materials or the Propertiesgeneration, use, storage, treatment, transportation, manufacture, handling, production or disposal of any orders, requirements or demands Hazardous Material which would result in liability to Borrower in excess of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to $250,000 in the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderaggregate." 5.18 Section 5.13

Environmental Laws. (a) Comply in all material respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations registration or permits required by applicable Environmental Laws Laws, and cause each of the Restricted Subsidiaries to do so, except to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, and cause each of the Restricted Subsidiaries to do so except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings or the failure to so comply would not be reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any actual and all direct claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations real property owned or operated by the Borrower or any of the Borrower, any of its Subsidiaries or the PropertiesRestricted Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in ; provided that the indemnification provided for by this paragraph shall survive the repayment of the Notes Obligations and all other amounts payable hereunderthe termination of the Commitments for a period of five years.

Environmental Laws. (a) Comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do so or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any members of its Subsidiaries the Consolidated Group or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. Promptly notify the Administrative Agent upon any Credit Party becoming aware of any violation or potential violation or non-compliance with, or liability or potential liability under any Environmental Laws which, when taken together with all other pending violations would reasonably be expected to have a Material Adverse Effect, and promptly furnish to the Administrative Agent all notices of any nature which any Credit Party may receive from any Governmental Authority or other Person with respect to any violation, or potential violation or non-compliance with, or liability or potential liability under any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (a) Comply in all material respects with, with and use reasonable efforts to ensure compliance in all material respects by all tenants and subtenantssubtenants with all Environmental Laws, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, maintain and use best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, where failure to do so would not reasonably be expected 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 all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so would not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably proceedings, have been finally concluded by the issuance of a final non-appealable order; provided, however, that the appropriate Credit Party shall have set aside on its books reserves (the presentation of which is segregated to the extent required by GAAP) adequate with respect thereto if reserves shall be expected to have a Material Adverse Effect; anddeemed necessary. (c) Defend, indemnify and hold harmless the Agent Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating related to the violation of, noncompliance of or non-compliance by any Credit Party with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesLaws, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees external attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise but excluding therefrom all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses arising out of or resulting from (i) the gross negligence or willful acts or willful misconduct of any indemnified party or (ii) any acts or omissions of any indemnified party occurring after any indemnified party is in possession of, or controls the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderoperation of, any property or asset.

Environmental Laws. (ai) Comply in all material respects substantially with, and ensure require substantial compliance in all material respects by all tenants and tenants, subtenants, if anycontractors, and invitees with, all applicable Environmental Laws and obtain and Laws; (ii) obtain, comply in all material respects substantially with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licensesEnvironmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, approvalssubtenants, notificationscontractors, registrations or permits required by applicable and invitees obtain, comply substantially with and maintain any and all Environmental Laws except to the extent thatPermits necessary for their operations as conducted and as planned, with respect to all any property leased or subleased from, or operated by the Borrower or its Subsidiaries. For purposes of this subsection 7.8(a), noncompliance shall be deemed not to constitute a breach of this covenant, provided that, upon learning of any actual or suspected noncompliance, the aboveBorrower and any such affected Subsidiary shall promptly undertake reasonable efforts, failure if any, to do so achieve compliance, and provided, further, that in any case such noncompliance would not reasonably be expected to have a Material Adverse Effect;. (b) Conduct and complete all investigationsPromptly comply, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects respects, with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except Laws, other than such orders or directives as to the extent that the same are which an appeal or other appropriate contest is or has been timely and properly taken, is being contested diligently pursued in good faith by faith, and as to which appropriate proceedings and reserves have been established in accordance with GAAP, and, if the effectiveness of such order or directive has not been stayed, the pendency of such proceedings would appeal or other appropriate contest does not reasonably be expected give rise to have a Material Adverse Effect; and. (c) DefendMaintain, indemnify and hold harmless the Agent and the Lendersupdate as appropriate, and their respective employees, agents, officers implement in all material respects an ongoing program reasonably designed to ensure that all the properties and directors, from operations of the Borrower and against its Subsidiaries are regularly and reasonably reviewed by competent professionals to identify and promote compliance with and to reasonably and prudently manage any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind liabilities 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, potential liabilities under any Environmental Law applicable to that may affect the operations of the Borrower, Borrower or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related theretoSubsidiaries, including, without limitation, reasonable attorneys' fees compliance and consultant's feesliabilities relating to: discharges to air and water; acquisition, investigation transportation, storage and laboratory feesuse of hazardous materials; waste disposal; repair, response costs, court costs maintenance and litigation expenses, except to the extent that any improvement of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes properties; employee health and all other amounts payable hereundersafety; species protection; and recordkeeping.

Environmental Laws. (a) Comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any members of its Subsidiaries the Consolidated Group or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. The Borrower shall, and shall cause each of its ------------------ Subsidiaries to: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws Control Statutes and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse EffectControl Statutes; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Control Statutes and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Control Statutes except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, under any Environmental Law Control Statutes applicable to the operations of the Borrower, Borrower or any of its Subsidiaries Subsidiaries, or the Borrower's or any of its Subsidiaries' interest in Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements This indemnity shall continue in this paragraph shall survive repayment full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. (a) Comply The Consolidated Parties shall comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) Conduct The Consolidated Parties shall conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) DefendThe Consolidated Parties shall defend, indemnify and hold harmless the Agent and the LendersLender, and their respective its employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the PropertiesFacilities, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would so, individually or in the aggregate, could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directorsdirectors and affiliates, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any Credit Party or any of its the Company’s Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party Person seeking indemnification thereforor any of its employees, agents, officers and directors and affiliates. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and undertake all reasonable efforts to ensure material compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and undertake all reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except Laws, and upon discovery of any material non-compliance, undertake all reasonable efforts to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effectattain full material compliance; (ba) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws except Laws, except, in each case, to the extent that the same are being contested in good faith by appropriate proceedings failure to so conduct, complete or take such actions, or to comply with such orders and the pendency of such proceedings directives, would not in the aggregate reasonably be expected to have a Material Adverse Effect; and; (cb) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations real property owned or operated by Hanover or any Subsidiary of the Borrower, any of its Subsidiaries or the PropertiesHanover, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment ; and (c) Maintain a program to identify and promote substantial compliance with and to minimize prudently any material liabilities or material potential liabilities under any Environmental Law that may affect Hanover or any of the Notes and all other amounts payable hereunderits Qualified Subsidiaries.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) Conduct and complete all material investigations, studies, sampling and testing, and all material remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings actions and the pendency of non-compliance with such proceedings orders and directives would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' ’ fees and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph (c) shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply The Consolidated Parties shall comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) Conduct The Consolidated Parties shall conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) DefendThe Consolidated Parties shall defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. The Borrower shall, and shall cause each of its Subsidiaries to: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws Control Statutes and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse EffectControl Statutes; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Control Statutes and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Control Statutes except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, under any Environmental Law Control Statutes applicable to the operations of the Borrower, Borrower or any of its Subsidiaries Subsidiaries, or the Borrower's or any of its Subsidiaries' interest in Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable including attorneys' fees and consultant's consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements This indemnity shall continue in full force and effect regardless of the termination of this paragraph shall survive repayment Agreement, the expiration of the Letter of Credit and the payment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply The Company, each Restricted Subsidiary and each joint venture in all material respects with, which the Company or any Restricted Subsidiary participates or manages will comply with and ensure insure compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure insure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except in each case to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect;; and (b) Conduct The Company, each Restricted Subsidiary and each such joint venture will conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) DefendThe Company will defend, indemnify and hold harmless the each Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, of or noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesLaws, or any orders, requirements or demands demand of Governmental Authorities related thereto, including, including without limitation, limitation reasonable attorneys' fees attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements contained in this paragraph (c) shall survive repayment the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and take commercially reasonably steps to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take commercially reasonably steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directorsdirectors and affiliates, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Credit Parties or any of its their Restricted Subsidiaries or the their Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification thereforAdministrative Agent, the Lenders and their respective employees, agents, officers, directors and Affiliates. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (ai) Comply in all material respects substantially with, and ensure require substantial compliance in all material respects by all tenants and tenants, subtenants, if anycontractors, and invitees with, all applicable Environmental Laws and obtain and Laws; (ii) obtain, comply in all material respects substantially with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licensesEnvironmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, approvalssubtenants, notificationscontractors, registrations or permits required by applicable and invitees obtain, comply substantially with and maintain any and all Environmental Laws except to the extent thatPermits necessary for their operations as conducted and as planned, with respect to all any property leased or subleased from, or operated by the Parent Borrower or its Subsidiaries. For purposes of this subsection 7.8(a), noncompliance shall be deemed not to constitute a breach of this covenant, provided that, upon learning of any actual or suspected noncompliance, the aboveParent Borrower and any such affected Subsidiary shall promptly undertake reasonable efforts, failure if any, to do so achieve compliance, and provided, further, that in any case such noncompliance would not reasonably be expected to have a Material Adverse Effect;. (b) Conduct and complete all investigationsPromptly comply, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects respects, with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except Laws, other than such orders or directives as to the extent that the same are which an appeal or other appropriate contest is or has been timely and properly taken, is being contested diligently pursued in good faith by faith, and as to which appropriate proceedings and reserves have been established in accordance with GAAP, and, if the effectiveness of such order or directive has not been stayed, the pendency of such proceedings would appeal or other appropriate contest does not reasonably be expected give rise to have a Material Adverse Effect; and. (c) DefendMaintain, indemnify and hold harmless the Agent and the Lendersupdate as appropriate, and their respective employees, agents, officers implement in all material respects an ongoing program reasonably designed to ensure that all the properties and directors, from operations of the Parent Borrower and against its Subsidiaries are regularly and reasonably reviewed by competent professionals to identify and promote compliance with and to reasonably and prudently manage any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind liabilities 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, potential liabilities under any Environmental Law applicable to that may affect the operations of the Borrower, Parent Borrower or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related theretoSubsidiaries, including, without limitation, reasonable attorneys' fees compliance and consultant's feesliabilities relating to: discharges to air and water; acquisition, investigation transportation, storage and laboratory feesuse of hazardous materials; waste disposal; repair, response costs, court costs maintenance and litigation expenses, except to the extent that any improvement of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes properties; employee health and all other amounts payable hereundersafety; species protection; and recordkeeping.

Environmental Laws. (a) Comply in all material respects Promptly notify Lender upon Borrower gaining actual knowledge of any violation or non-compliance with, or liability or potential liability under, any Environmental Laws which, when taken together with all other violations of, or liability under, Environmental Law is reasonably expected to have a Material Adverse Effect, and promptly furnish to Lender all written notices of any nature which Borrower may receive from any Governmental Authority or other Person with respect to any violation, or potential violation or non-compliance with, or liability or potential liability under, any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (b) Comply with and use reasonable efforts to ensure compliance in all material respects by all tenants and subtenantssubtenants with all Environmental Laws, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, maintain and use reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits Environmental Permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, where failure to do so would is not reasonably be expected likely to have a Material Adverse Effect;. (bc) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so would not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably be expected proceedings, have been finally concluded by the issuance of a final non-appealable order; provided, however, that Borrower shall have set aside on its books reasonable reserves (the presentation of which is segregated to have a Material Adverse Effect; andthe extent required by GAAP) with respect thereto. (cd) DefendIndemnify, indemnify defend and hold harmless the Agent and the LendersLender, and their its respective officers, directors, shareholders, employees, agents, officers representatives, successors and directors, assigns from and against any liability, fine, penalty, loss, damage, suit, settlement, action, expense and all claimscost (including, demandsbut not limited to, penalties, fines, liabilities, settlements, damages, costs reasonable attorneys’ fees (including cost of in-house counsel) and expenses of whatever kind or nature known or unknown, contingent or otherwiseenvironmental consultant fees), arising out ofof or relating to: (A) the presence or Release of any Hazardous Materials at, to, on, under, from, or in about any way relating to the Premises; (B) any violation of, noncompliance with or liability under, of any Environmental Law applicable to or Environmental Permit by Borrower; (C) the operations of the Borrower, any of its Subsidiaries transportation or the Propertiesarrangement for the transportation, handling, treatment, or disposal of any ordersHazardous Materials to any location other than any Premises by or on behalf of Borrower; (D) any Environmental Claim relating to any Premises or any activities conducted at any Premises; and (E) any breach of any environmental representation or covenant in this Credit Agreement or any other Fundamental Document (but excluding any such liability, requirements fine, penalty, loss, damage, suit, settlement, action, expense or demands cost of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except an indemnified party to the extent that any of the foregoing arise out of primarily caused by the gross negligence or willful misconduct of the such indemnified party seeking indemnification thereforas determined by a final judgment of a court of competent jurisdiction). The agreements in obligations of Borrower under this paragraph Section 4.11(d) shall survive repayment the Facility Termination Date, the termination of this Credit Agreement and the payment of the Notes Obligations hereunder indefinitely. (e) Promptly, but in no event later than sixty (60) days after the Closing Date, undertake the following activities and submit a report to Lender, in form and substance reasonably satisfactory to Lender, confirming that such activities have been undertaken: (1) bring the water supply wxxxx located at the Fee Properties located at 7000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx and 800 Xxxxx 00, Xxxxxxx, Xxx Xxxxxx into compliance with applicable Environmental Laws (including but not limited to undertaking all other amounts payable hereunderrequired water sampling and testing and submission of the same to applicable Governmental Authorities) and develop and implement a compliance program to ensure that Borrower will continue to be in compliance with such requirements in the future; or (2) close such water supply wxxxx in compliance with applicable Environmental Laws.

Environmental Laws. (a) Comply in all material respects Promptly notify the Administrative Agent upon an Authorized Officer of any Credit Party becoming aware of any violation or potential violation or non‑compliance with, and ensure compliance in all material respects by all tenants and subtenantsor liability or potential liability under, if any, with, all applicable any Environmental Laws and obtain and comply in which, when taken together with all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not other pending violations could reasonably be expected to have a Material Adverse Effect;, and promptly furnish to the Administrative Agent all notices of any nature which any Credit Party may receive from any Governmental Authority or other Person with respect to any violation or potential violation or non‑compliance with, or liability or potential liability under any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (b) Comply with and use reasonable efforts to ensure compliance by all tenants, subtenants and other Persons under any Credit Party’s control with all Environmental Laws, and obtain and comply in all respects with and maintain and use best efforts to ensure that all tenants, subtenants and other Persons under any Credit Party’s control obtain and comply in all respects with and maintain any and all licenses, approvals, registrations or permits required by Environmental Laws, except in each case where failure to do so could not have a Material Adverse Effect. (c) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so could not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably proceedings, have been finally concluded by the issuance of a final non‑appealable order; provided, however, that the appropriate Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to the extent required by GAAP) adequate with respect thereto if reserves shall be expected to have a Material Adverse Effect; anddeemed necessary. (cd) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way related to: (i) any act or omission of any Credit Party arising under or related to Environmental Laws or Hazardous Materials, (ii) the violation of or non‑compliance by any Credit Party with any Environmental Laws, (iii) the presence, Release or threatened Release, of any Hazardous Materials or exposure of any Person to any Hazardous Materials relating in any manner to any Credit Party or any property currently or formerly owned, operated, occupied or leased by any Credit Party, (iv) any breach of any representation, or violation of any covenant, made hereunder relating to the violation of, noncompliance with Environmental Laws or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesHazardous Materials, or (v) any orders, requirements or demands of Governmental Authorities or any other Persons related thereto, including, without limitation, reasonable attorneys' fees outside attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise but excluding therefrom all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses arising out of or resulting from (x) the gross negligence or willful acts or willful misconduct of any indemnified party, to the extent so found in a final judgment of a court of competent jurisdiction or (y) acts or omissions of any indemnified party seeking indemnification therefor. The agreements in this paragraph shall survive repayment possession or control of the Notes and all other amounts payable hereunderany such assets.

Environmental Laws. In addition to and without limiting the generality of Section 7.06: (a) Comply in all material respects with, and use commercially reasonable efforts to ensure such compliance in all material respects by all tenants and subtenants, if any, with, subtenants with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to where the extent that, with respect to all of the above, failure to do so would obtain, comply or maintain could not reasonably be expected 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 Laws, and promptly comply in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws Laws, except (i) where the failure to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would do so could not reasonably be expected to have a Material Adverse EffectEffect or (ii) to the extent the Borrowers or any of 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 and all 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, under any Environmental Law Laws applicable to the operations or properties of the Borrower, any of its Subsidiaries Borrowers or the Propertiessuch Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and actual attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and use its best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably expected to have a Material Adverse Effect or (ii) Kimco has determined in good faith that contesting the same is not in the best interests of Kimco and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; and. (c) Defend, indemnify and hold harmless the Agent Administrative Agent, the Issuing Lender and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) 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, under any Environmental Law Laws applicable to the operations of the BorrowerKimco, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees including attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements Notwithstanding anything to the contrary in this paragraph Agreement, this indemnity shall survive repayment continue in full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. (a) Comply in all material respects with, and take reasonable steps to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not comply therewith could not, individually or in the aggregate, reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrowers or any of its their Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefortherefor as determined by a court of competent jurisdiction in a final and non-appealable judgment. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderBorrowers' Obligations.

Environmental Laws. In addition to and without limiting the generality of Section 8.6, (a) Comply in all material respects comply with, and use commercially reasonable efforts to ensure such compliance in all material respects by all tenants and subtenants, if any, with, subtenants with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to where the extent that, with respect to all of the above, failure to do so would obtain, comply or maintain could not reasonably be expected to have a Material Adverse Effect; , (b) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all any Governmental Authorities Authority regarding Environmental Laws Laws, except (i) where the failure to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would do so could not reasonably be expected to have a Material Adverse Effect; and Effect or (ii) to the extent the Borrowers or any of 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) Defenddefend, 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 and all 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, under any Environmental Law Laws applicable to the operations or properties of the Borrower, any of its Subsidiaries Borrowers or the Propertiessuch Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and actual attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directorsdirectors and affiliates, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Credit Parties or any of its their Subsidiaries or the their Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a GCA 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a GCA Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the LendersPrimary Financing Parties, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the BorrowerParent, any of its the GCA Subsidiaries or the GCA Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Notes, Lessor Advances and all other amounts payable hereunderunder the Operative Agreements.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except except, in each case, to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence negligence, bad faith or willful misconduct of the party seeking indemnification thereforany indemnified person. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. The Loan Parties will, and will at all times, cause each of their respective Subsidiaries to: (aA) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (bB) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are is being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (cC) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any Loan Party or any of its respective Subsidiaries or the Propertiestheir respective properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out is determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph Subsection 2.11 shall survive repayment of the Notes Obligations and all other amounts payable hereunderthe termination of this Agreement.

Environmental Laws. (a) Comply in The Credit Parties shall promptly notify and furnish Agent and Documentation Agent with a copy of any and all material respects withEnvironmental Notices which are received by any Credit Party or any of its Subsidiaries on or after the date hereof. Each Credit Party shall, and ensure compliance shall cause its Subsidiaries to, take prompt and appropriate action in response to any and all material respects by such Environmental Notices, and shall promptly furnish Agent and Documentation Agent with a description of the applicable Credit Party’s response thereto. Each Credit Party shall promptly notify Agent and Documentation Agent of any event or state of facts which would reasonably be expected to result in an Environmental Notice. (b) The Credit Parties shall, and cause each of its Subsidiaries to, (i) comply with all tenants and subtenantsEnvironmental Laws, if any(ii) obtain, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent thatLaws, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; (biii) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and (iv) promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws except (and provide copies of all such orders and directives to Agent and Documentation Agent), except, in each case, to the extent that (i) the same are validity or amount thereof is being contested in good faith by appropriate proceedings diligently prosecuted, (ii) the Credit Parties and their Subsidiaries have set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the pendency of contested obligation, (d) no Lien has been filed with respect thereto and (e) the failure to make payment pending such proceedings contest would not reasonably be expected to have result in, either individually or in the aggregate, a Material Adverse Effect; and. (c) DefendEach Credit Party shall defend, indemnify and hold harmless each of the Agent and the Lenders, Lender Parties and their respective employees, agents, officers officers, directors, partners, members, and directorsmanagers, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwiseotherwise (including without limitation attorneys’ and consultants’ fees, investigation and laboratory fees, court costs and litigation expenses), arising out of, or in any way relating to the violation of, noncompliance with or liability under, (i) any Environmental Law Laws applicable to the operations any of the BorrowerCredit Parties, any of its Subsidiaries or the Propertiestheir operations, or any real property owned or operated by any of them, (ii) any orders, requirements or demands of any Governmental Authorities Authority or any private party related theretoto any Environmental Laws or to Hazardous Substances, includingor (iii) the actual or alleged presence of Hazardous Substances on any property previously, without limitationnow or hereafter owned, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that leased or otherwise held by any of the foregoing arise out Credit Parties. The indemnity set forth in this paragraph (c) shall survive any termination of this Agreement. Notwithstanding the foregoing, the Credit Parties shall not have any obligation to a Lender Party and its respective employees, agents, officers, directors, partners, members, and managers under this subsection (c) regarding any potential environmental matter covered hereunder which is caused by the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment such Lender Party or its respective employees, agents, officers, directors, partners, members, and managers, as determined by a final judgment of the Notes and all other amounts payable hereundera court of competent jurisdiction.

Environmental Laws. (a) Comply The Consolidated Parties shall comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) Conduct The Consolidated Parties shall conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) DefendThe Consolidated Parties shall defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. Without limiting the general terms set forth in Section 5.11: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Parent Guarantor any of its Subsidiaries or the Real Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, with and take commercially reasonable steps to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take commercially reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directorsdirectors and affiliates, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Company or any of its Subsidiaries or the their Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Restricted Subsidiary or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Revolving Notes and all other amounts payable hereunder.

Environmental Laws. The Company will, and will cause each of its Subsidiaries to: (a) Comply in all material respects comply with, require its Tenants to comply with and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenantsTenants, if any, with, all applicable Environmental Laws and Environmental Permits applicable to any Property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect; (b) obtain and comply in all material respects with renew or require its Tenants to obtain and maintainrenew, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and Tenants comply in all material respects with and maintainmaintain and renew, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent thatLaws, with respect to all of the above, failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) Defendconduct and complete, indemnify or require and hold harmless the Agent use commercially reasonable efforts to ensure that its Tenants conduct and the Lenderscomplete, any investigation, study, sampling and testing, and their respective employeesundertake any cleanup, agentsresponse, officers removal, remedial or other action necessary to remove, remediate and directorsclean up all Hazardous Materials at, on, under or emanating from and against any and Property as necessary to maintain compliance with the requirements of all 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 applicable Environmental Laws except to the violation ofextent that failure to do so could not reasonably be expected to have a Material Adverse Effect (provided that if a Tenant fails to comply with any such requirement, noncompliance with or liability under, any Environmental Law applicable the Company shall be required to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expensescomply therewith, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); provided, however, that no Obligor or Subsidiary thereof shall be required to undertake any of such cleanup, removal, remedial or other action to the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements extent that its obligation to do so is being contested in this paragraph shall survive repayment of the Notes good faith and all other amounts payable hereunderby proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

Environmental Laws. (a) Comply in all material respects with, and ensure use all reasonable efforts to insure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure require that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have any reasonable likelihood of having a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole or on the validity or enforceability of any of the Credit Documents or the rights and remedies of the Administrative Agent, the Collateral Agent or the Lenders thereunder; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions actions, required under applicable Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) DefendIn regard to this Agreement or in any way relating to the Company or its Subsidiaries or their current or former operations, defend, indemnify and hold harmless the Administrative Agent, the Collateral Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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 ofHazardous Material or Environmental Laws, noncompliance with or liability underincluding, any Environmental Law applicable to the operations of the Borrowerwithout limitation, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response remediation costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph subsection 7.8(c) shall survive repayment of the Notes Loans and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any members of its Subsidiaries the Consolidated Group or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.gross

Environmental Laws. (a) Comply in Each Company Entity and any of their respective predecessors has complied with all material respects Laws (including rules and regulations thereunder and including common law) of federal, state, local and foreign governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety (“Environmental and Safety Laws”), and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against any of them alleging any failure to comply with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintainor any potential liability under, any and all licensessuch Law, approvals, notifications, registrations or permits required by applicable Environmental Laws except to where the extent that, with respect to all of the above, failure to do so comply would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect;. (b) Conduct and complete Each Company Entity has obtained all investigationspermits, studies, sampling and testing, and all remedial, removal licenses and other actions authorizations which are required with respect to the operation of its business under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Safety Laws except where the failure to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of obtain such proceedings permits, licenses or authorizations would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect; and. (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against No Company Entity has received any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out ofnotice that it is not in compliance with, or in any way relating to the violation of, noncompliance with or has potential liability under, any other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Law applicable and Safety Laws or contained in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. (d) There is no civil, criminal or administrative action, suit, demand, claim, hearing notice or demand letter pending, or to the operations Knowledge of the BorrowerCompany, threatened, against any Company Entity relating in any way to the Environmental and Safety Laws or any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except in such instances which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (e) No Company Entity, nor any of their respective predecessors, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any of its Subsidiaries material, substance or the Propertieswaste or owned or operated any property or facility (and no such property or facility is contaminated by any material, substance or waste) so as to give rise to any liabilities (contingent or otherwise), including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any ordersinvestigative, requirements corrective or demands of Governmental Authorities related theretoremedial obligations, including, without limitation, reasonable attorneys' fees pursuant to any Environmental and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expensesSafety Law, except for any such liabilities or obligations which would not reasonably be expected, individually or in the aggregate, to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderhave a Company Material Adverse Effect.

Environmental Laws. (a) Comply in all material respects with, and ensure use reasonable efforts to insure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure require that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole, or on the validity or enforceability of any of the Credit Documents or the rights and remedies of the Administrative Agent or the Lenders thereunder; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions actions, lawfully required under applicable Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) DefendIn regard to this Agreement or in any way relating to the Company or its Subsidiaries or their current or former operations, defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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 ofHazardous Material or Environmental Laws, noncompliance with or liability underincluding, any Environmental Law applicable to the operations of the Borrowerwithout limitation, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response remediation costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph subsection 7.8(c) shall survive repayment of the Notes Loans and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and ensure use reasonable efforts to insure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure require that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole or on the validity or enforceability of any of the Credit Documents or the rights and remedies of the Administrative Agent or the Lenders thereunder; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions actions, lawfully required under applicable Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) DefendIn regard to this Agreement or in any way relating to the Company or its Subsidiaries or their current or former operations, defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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 ofHazardous Material or Environmental Laws, noncompliance with or liability underincluding, any Environmental Law applicable to the operations of the Borrowerwithout limitation, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response remediation costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph subsection 7.8(c) shall survive repayment of the Notes Loans and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and ensure use reasonable efforts to insure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure require that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole, or on the validity or enforceability of any of the Credit Documents or the rights and remedies of the Administrative Agent or the Lenders thereunder; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions actions, lawfully required under applicable Environmental Laws Laws, and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) DefendIn regard to this Agreement or in any way relating to the Company or its Subsidiaries or their current or former operations, defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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 ofHazardous Material or Environmental Laws, noncompliance with or liability underincluding, any Environmental Law applicable to the operations of the Borrowerwithout limitation, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response remediation costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph Section 5.08(c) shall survive repayment of the Notes Loans and all other amounts payable hereunder.

Environmental Laws. Each Borrower shall, and shall cause each of its ------------------ Subsidiaries to: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws Control Statutes and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse EffectControl Statutes; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Control Statutes and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Control Statutes except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effectproceedings; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, under any Environmental Law Control Statutes applicable to the operations of the Borrower, Borrowers or any of its Subsidiaries their Subsidiaries, or the Borrowers' or any of their Subsidiaries' interest in Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements This indemnity shall continue in this paragraph shall survive repayment full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. (a) Comply Except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect, (i) comply in all material respects with, with and take commercially reasonable steps to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and (ii) obtain and comply in all material respects with and maintain, and take commercially reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except Laws; (b) Except to the extent that, with respect to all of that the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; , (bi) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and (ii) promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse EffectLaws; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directorsdirectors and affiliates, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the their Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) (i) Comply in with all material respects withEnvironmental Laws applicable to it, and ensure compliance in all material respects by all tenants and subtenantsobtain, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (ii) take reasonable efforts to ensure that all tenants of its tenants, subtenants, contractors, subcontractors, and subtenants obtain invitees comply with all Environmental Laws, and obtain, comply in all material respects with and maintain, maintain any and all licensesEnvironmental Permits, approvalsapplicable to any of them insofar as any failure to so comply, notifications, registrations obtain or permits required maintain as set forth in (i) and (ii) above could reasonably be expected to result in a Material Adverse Effect. Noncompliance by Bermuda Holdings or any of its Subsidiaries with any applicable Environmental Laws except Law or Environmental Permit shall be deemed not to the extent constitute a breach of this subsection 6.8(a); provided that, upon learning of any such noncompliance, Bermuda Holdings and its Subsidiaries shall promptly undertake reasonable efforts to achieve compliance or to contest by appropriate proceedings any alleged noncompliance and; provided, further, that, in any case, such noncompliance, and any other noncompliance with respect Environmental Law and any contesting of allegations of noncompliance with Environmental Laws, individually or in the aggregate, after giving effect to all of the aboveany compliance efforts undertaken, failure to do so would not reasonably be expected to have give rise to 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 Comply in all material respects a timely manner with all lawful orders and lawful directives of all Governmental Authorities regarding Environmental Laws except issued to the extent that the same are being contested Bermuda Holdings or any of its Subsidiaries by any Governmental Authority, other than such orders and lawful directives as to which an appeal or other challenge has been timely and properly taken in good faith by appropriate proceedings and the pendency of any and all such proceedings would appeals and other challenges could not reasonably be expected to have give rise to a Material Adverse Effect; and. (c) DefendMaintain, indemnify and hold harmless the Agent and the Lendersupdate as appropriate, and implement in all material respects an environmental program reasonably designed to (i) ensure that Bermuda Holdings and its Subsidiaries, their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, (including, without limitation, reasonable attorneys' fees disposal), and consultant's feesany properties owned, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that leased or operated by any of the foregoing arise out them, attain and remain in substantial compliance with all applicable Environmental Laws; (ii) reasonably and prudently manage any liabilities or potential liabilities that Bermuda Holdings, any of the gross negligence its Subsidiaries, any of their respective operations (including, without limitation, disposal), and any properties owned or willful misconduct leased by any of the party seeking indemnification therefor. The agreements them, may have under all applicable Environmental Laws; and (iii) ensure that Bermuda Holdings and its Subsidiaries undertake reasonable efforts to identify, and reasonably evaluate, issues of compliance with and liability under Environmental Laws prior to acquiring, directly or indirectly, any ownership or leasehold interest in this paragraph shall survive repayment real property, or other interest in any real property that could give rise to Bermuda Holdings or any of the Notes and all other amounts payable hereunderits Subsidiaries being subjected to liability under any Environmental Law as a result of such acquisition.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects Promptly notify the Administrative Agent upon any Credit Party becoming aware of any violation or potential violation or non- compliance with, or liability or potential liability under any Environmental Laws which, when taken together with all other pending violations would reasonably be expected to have a Material Adverse Effect, and promptly furnish to the Administrative Agent all notices of any nature which any Credit Party may receive from any Governmental Authority or other Person with respect to any violation, or potential violation or non-compliance with, or liability or potential liability under any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (b) Comply with and use reasonable efforts to ensure compliance in all material respects by all tenants and subtenantssubtenants with all Environmental Laws, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, maintain and use best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, where failure to do so would not reasonably be expected to have a Material Adverse Effect;. (bc) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so would not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably proceedings, have been finally concluded by the issuance of a final non-appealable order; provided, however, that the appropriate Credit Party shall have set aside on its books reserves (the presentation of which is segregated to the extent required by GAAP) adequate with respect thereto if reserves shall be expected to have a Material Adverse Effect; anddeemed necessary. (cd) Defend, indemnify and hold harmless the Agent Administrative Agent, the Issuing Bank and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating related to the violation of, noncompliance of or non-compliance by any Credit Party with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesLaws, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise but excluding therefrom all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses arising out of or resulting from (i) the gross negligence or willful misconduct of any indemnified party or (ii) any acts or omissions of any indemnified party occurring after any indemnified party is in possession of, or controls the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderoperation of, any property or asset.

Environmental Laws. (a) Comply in all material respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations registration or permits required by applicable Environmental Laws Laws, and cause each of its Subsidiaries to do so, except to the extent that, with respect to all of the above, that failure to do so would not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, and cause each of its Subsidiaries to do so except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not be reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any actual and all direct claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations of real property owned or operated by the Borrower, Borrower or any of its Subsidiaries or the PropertiesSubsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.and

Environmental Laws. (a) (i) Comply in with all material respects withEnvironmental Laws applicable to it, and ensure compliance in all material respects by all tenants and subtenantsobtain, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (ii) take reasonable efforts to ensure that all tenants of its tenants, subtenants, contractors, subcontractors, and subtenants obtain invitees comply with all Environmental Laws, and obtain, comply in all material respects with and maintain, maintain any and all licensesEnvironmental Permits, approvalsapplicable to any of them insofar as any failure to so comply, notifications, registrations obtain or permits required maintain as set forth in (i) and (ii) above could reasonably be expected to result in a Material Adverse Effect. Noncompliance by any Borrower or any of its Subsidiaries with any applicable Environmental Laws except Law or Environmental Permit shall be deemed not to the extent constitute a breach of this subsection 7.8(a); provided that, upon learning of any such noncompliance, the Bermuda Borrower and its Subsidiaries shall promptly undertake reasonable efforts to achieve compliance or to contest by appropriate proceedings any alleged noncompliance and; provided, further, that, in any case, such noncompliance, and any other noncompliance with respect Environmental Law and any contesting of allegations of noncompliance with Environmental Laws, individually or in the aggregate, after giving effect to all of the aboveany compliance efforts undertaken, failure to do so would not reasonably be expected to have give rise to 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 Comply in all material respects a timely manner with all lawful orders and lawful directives of all Governmental Authorities regarding Environmental Laws except issued to the extent that the same are being contested Bermuda Borrower or any of its Subsidiaries by any Governmental Authority, other than such orders and lawful directives as to which an appeal or other challenge has been timely and properly taken in good faith by appropriate proceedings and the pendency of any and all such proceedings would appeals and other challenges could not reasonably be expected to have give rise to a Material Adverse Effect; and. (c) DefendMaintain, indemnify and hold harmless the Agent and the Lendersupdate as appropriate, and implement in all material respects an environmental program reasonably designed to (i) ensure that the Bermuda Borrower and its Subsidiaries, their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, (including, without limitation, reasonable attorneys' fees disposal), and consultant's feesany properties owned, investigation leased or operated by any of them, attain and laboratory feesremain in substantial compliance with all applicable Environmental Laws; (ii) reasonably and prudently manage any liabilities or potential liabilities that the Borrowers, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out other Credit Parties, any of their respective operations (including, without limitation, disposal), and any properties owned or leased by any of them, may have under all applicable Environmental Laws; and (iii) ensure that the gross negligence Bermuda Borrower and its Subsidiaries undertake reasonable efforts to identify, and reasonably evaluate, issues of compliance with and liability under Environmental Laws prior to acquiring, directly or willful misconduct indirectly, any ownership or leasehold interest in real property, or other interest in any real property that could give rise to the Bermuda Borrower or any of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment its Subsidiaries being subjected to liability under any Environmental Law as a result of the Notes and all other amounts payable hereundersuch acquisition.

Environmental Laws. The Company will, and will cause ------------------ each Subsidiary to, (a) Comply in all material respects comply with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of that the above, failure to do so would so, or any aggregation thereof, is not reasonably be expected likely to have result in the payment of a Material Adverse Effect; Environmental Amount, (b) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would is not reasonably be expected likely to have result in the payment of a Material Adverse Effect; and Environmental Amount and (c) Defenddefend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the BorrowerCompany, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs costs, litigation expenses and litigation expensesreasonable attorneys' and consultants' fees, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in clause (c) of this paragraph Section shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects Promptly notify the Administrative Agent upon an executive officer of any Credit Party becoming aware of any violation or potential violation or non-compliance with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable or liability or potential liability under any Environmental Laws and obtain and comply in which, when taken together with all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not other pending violations could reasonably be expected to have a Material Adverse Effect;, and promptly furnish to the Administrative Agent all notices of any nature which any Credit Party may receive from any Governmental Authority or other Person with respect to any violation, or potential violation or non-compliance with, or liability or potential liability under any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (b) Comply with and use reasonable efforts to ensure compliance by all tenants and subtenants with all Environmental Laws, and obtain and comply in all respects with and maintain and use best efforts to ensure that all tenants and subtenants (if applicable) obtain and comply in all respects with and maintain any and all licenses, approvals, registrations or permits required by Environmental Laws, except where failure to do so could not have a Material Adverse Effect. (c) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so could not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably proceedings, have been finally concluded by the issuance of a final non-appealable order; provided, however, that the appropriate Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to the extent required by GAAP) adequate with respect thereto if reserves shall be expected to have a Material Adverse Effect; anddeemed necessary. (cd) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating related to the violation of, noncompliance of or non-compliance by any Credit Party with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesLaws, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise but excluding therefrom all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses arising out of or resulting from (i) the gross negligence or willful acts or willful misconduct of any indemnified party, (ii) any claims, demand, penalties, fines, liabilities, settlements, damages, costs and expenses against an indemnified party by any Credit Party in which (but only to the extent that) such Credit Party is the prevailing party seeking indemnification therefor. The agreements or (iii) any acts or omissions of any indemnified party occurring after any indemnified party is in this paragraph shall survive repayment possession of, or controls the operation of, any property or asset. (e) Refrain from causing or permitting any of its properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance in all material respects with all applicable Environmental Laws, or releasing, discharging, disposing of or permitting or suffering any release or disposal as a result of any intentional act or omission on its part of Hazardous Materials onto any such property or asset in violation of any Environmental Law, in each case, except where the Notes and all other amounts payable hereundersame could not reasonably be expected to result in a Material Adverse Effect.

Environmental Laws. (a) Comply with Environmental Laws, or contest in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable good faith the applicability of any such Environmental Laws and obtain and comply in all material respects with and maintainor liability thereunder, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect;. (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required Promptly give notice to the Agent if the Borrower or any of its Subsidiaries is in violation of or is not in compliance with or has incurred liability or potential liability under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of Laws, unless such proceedings would violation or noncompliance could not reasonably be expected to have a Material Adverse Effect, and promptly provide to the Agent accurate and complete copies of any and all letters, notices, complaints, orders, directives, claims or citations received by the Borrower or any of its Subsidiaries relating to (i) violation or alleged violation by the Borrower or any of its Subsidiaries of any applicable Environmental Laws; and(ii) release or threatened release into the environment by the Borrower or any of its Subsidiaries, or by any person handling, transporting or disposing of any Hazardous Materials on behalf of the Borrower or any of its Subsidiaries, or any facility or property owned or leased or operated by the Borrower or any of its Subsidiaries, of any Hazardous Material, except where occurring legally; or (iii) liability or alleged liability of the Borrower or any of its Subsidiaries for the costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials, unless such violation, release or liability could not reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, of or noncompliance with or liability under, under any Environmental Law Laws applicable to the operations of of, liabilities assumed by, or real property owned or operated by the Borrower, Borrower or any of its Subsidiaries or the PropertiesSubsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in provisions of this paragraph SECTION 9.14(c) shall survive repayment of the Notes Obligations and all other amounts payable hereunderoccurrence of the Facility Termination Date.

Environmental Laws. (a) Comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions actually and lawfully required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any members of its Subsidiaries the Consolidated Group or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. (a) Comply in all material respects withNotwithstanding any other provision of this Agreement, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, addition to any and all licensesother Agreement requirements, approvalsand any other covenants and warranties of Tenant, notificationsTenant hereby expressly warrants, registrations guarantees, and represents to Authority, upon which Authority expressly relies, that Tenant is aware of Federal, State, regional, and local governmental laws, ordinances, regulations, orders and rules, without limitation, which govern or permits required by applicable Environmental Laws except which apply to the extent thatdirect or indirect results and impacts to the environment and natural resources due to, or in any way resulting from, the conduct by Tenant of its operations pursuant to or upon the Premises. Tenant expressly represents, covenants, warrants, guarantees, and agrees that it shall comply with respect to all applicable Federal, State, regional, and local laws, regulations and ordinances protecting the environment and natural resources including, but not limited to, the Federal Clean Water Act, Safe Drinking Water Act, Clean Air Act, Resource Conservation Recovery Act, Comprehensive Environmental Response, Compensation and Liability Act of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect; 1980 (b) Conduct and complete all investigations, studies, sampling and testing"Superfund"), and all remedialrules and regulations promulgated or adopted thereunder as same may from time to time be amended. Tenant further expressly represents, removal covenants, warrants, guarantees, and other actions required under Environmental Laws and promptly agrees that it shall fully comply in all material respects with all lawful orders State and directives local laws, ordinances, rules, and regulations protecting the environment. Xxxxxx agrees to keep himself informed of all Governmental Authorities regarding Environmental Laws except future changes in the existing environmental laws. Tenant hereby expressly agrees to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold Authority harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claimsliability for fines and physical damage to property or injury or deaths to persons, demands, penalties, fines, liabilities, settlements, damages, costs including reasonable expense and expenses of whatever kind or nature known or unknown, contingent or otherwiseattorney's fees, arising from or resulting out of, or in any way relating caused by, Xxxxxx's failure to the violation of, noncompliance comply with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderapplicable Federal, State, and local laws, ordinances, regulations, rulings, orders and standards, now or hereafter, promulgated for the purpose of protecting the environment. Xxxxxx agrees to cooperate with any investigation or inquiry by any governmental agency regarding possible violation of any environmental law or regulation.

Environmental Laws. (a) Comply in all material respects with, and take reasonable actions to ensure compliance in all material respects by all tenants and subtenantssubtenants of the Borrower or any of its Subsidiaries, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable actions to ensure that all such tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the failure to do or the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes Loans and all other amounts payable hereunder, and termination of the Commitments.

Environmental Laws. Without limiting the general terms set forth in Section 5.11: (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Parent or any of its Subsidiaries or the Real Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directorsdirectors and affiliates, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any Credit Party or any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to, comply with, and use best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected to have a Material Adverse Effect; (b) Conduct Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under the applicable Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding the applicable Environmental Laws Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably expected to have a Material Adverse Effect or (ii) Kimco has determined in good faith that contesting the same is not in the best interests of Kimco and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; and; (c) DefendThe Borrower shall defend, indemnify and hold harmless the Agent Bank and the Lenders, and their respective its employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance non-compliance with or liability under, under any Environmental Law Laws applicable to the operations of the Borrower, Kimco or any Subsidiary of its Subsidiaries Kimco or the Propertiesany Property, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees including attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements Notwithstanding anything to the contrary in this paragraph Agreement, this indemnity shall survive continue in full force and effect following the termination of this Agreement and repayment in full of the Notes Loan and all other amounts payable hereunderdue to the Bank under the Loan Documents.

Environmental Laws. (ai) Comply in all material respects with, cause each of its Subsidiaries to comply with, and ensure insure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, cause each of its Subsidiaries to obtain and comply with and maintain, and ensure insure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would not reasonably be expected to have a Material Adverse Effect;material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company or any of its Subsidiaries. (bii) Conduct and complete complete, and cause each of its Subsidiaries to conduct and complete, all investigations, studies, sampling and testingsampling, and all testing and remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with with, and cause each of its Subsidiaries to promptly comply with, all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; andmaterial adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company or any of its Subsidiaries. (ciii) Defend, indemnify and hold harmless the Agent Administrative Agent, the Fronting Bank and the Lenderseach Bank, and their respective employees, agents, officers officers, directors and directors, affiliates from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, of or in any way relating to the violation of, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations of real property owned or operated by the Borrower, Company or any of its Subsidiaries or the PropertiesSubsidiaries, or any orders, requirements or demands of Governmental Authorities related relating thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects Promptly notify the Administrative Agent upon an executive officer of any Credit Party becoming aware of any violation or potential violation or non-compliance with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable or liability or potential liability under any Environmental Laws and obtain and comply in which, when taken together with all material respects with and maintainother pending violations, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not could reasonably be expected to have a Material Adverse Effect;, and promptly furnish to the Administrative Agent all notices of any nature which any Credit Party may receive from any Governmental Authority or other Person with respect to any violation, or potential violation or non-compliance with, or liability or potential liability under any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (b) Comply with and use reasonable efforts to ensure compliance by all tenants and subtenants with all Environmental Laws, and obtain and comply in all respects with and maintain and use best efforts to ensure that all tenants and subtenants (if applicable) obtain and comply in all respects with and maintain any and all licenses, approvals, registrations or permits required by Environmental Laws, except where failure to do so could not have a Material Adverse Effect. (c) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so could not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably proceedings, have been finally concluded by the issuance of a final non-appealable order; provided, however, that the appropriate Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to the extent required by GAAP) adequate with respect thereto if reserves shall be expected to have a Material Adverse Effect; anddeemed necessary. (cd) Defend, indemnify and hold harmless the Agent Administrative Agent, the Issuing Bank and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating related to the violation of, noncompliance of or non-compliance by any Credit Party with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the PropertiesLaws, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise but excluding therefrom all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses arising out of or resulting from (i) the gross negligence or willful acts or willful misconduct of any indemnified party, (ii) any claims, demand, penalties, fines, liabilities, settlements, damages, costs and expenses against an indemnified party by any Credit Party in which (but only to the extent that) such Credit Party is the prevailing party seeking indemnification therefor. The agreements or (iii) any acts or omissions of any indemnified party occurring after any indemnified party is in this paragraph shall survive repayment possession of, or controls the operation of, any property or asset. (e) Refrain from causing or permitting any of its properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance in all material respects with all applicable Environmental Laws, or releasing, discharging, disposing of or permitting or suffering any release or disposal as a result of any intentional act or omission on its part of Hazardous Materials onto any such property or asset in violation of any Environmental Law, in each case, except where the Notes and all other amounts payable hereundersame could not reasonably be expected to result in a Material Adverse Effect.

Environmental Laws. (a) Comply in all material respects with, and undertake all reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and undertake all reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except Laws, and upon discovery of any non-compliance or suspected non-compliance, undertake all reasonable efforts to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effectattain full compliance; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings failure to so conduct, complete or take such actions, or to comply with such orders and the pendency of such proceedings directives, would not in the aggregate reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Investors, the Lessor, the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations real property owned or operated by any Guarantor or any Subsidiary of the Borrower, any of its Subsidiaries or the Propertiessuch Guarantor, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment . (d) Maintain a program to identify and promote substantial compliance with and to minimize prudently any liabilities or potential liabilities under any Environmental Law that may affect any Guarantor or any of the Notes and all other amounts payable hereunderits Qualified Subsidiaries.

Environmental Laws. (a) Comply in all material respects withComply, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except cause each of its Subsidiaries (to the extent thatapplicable) to comply, with respect to all of the above, failure to do so would not reasonably be expected 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 in all material respects with all lawful orders applicable Environmental Laws, and directives of maintain all Governmental Authorities regarding material permits, licenses and approvals required under applicable Environmental Laws except Laws, where the failure to the extent that the same are being contested do so could result in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (cand promptly provide to Agent, immediately upon receipt thereof, copies of any material correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a violation of any Environmental Laws by Borrower and/or any of its Subsidiaries, or of any circumstance or condition which requires or may require a financial contribution by Borrower and/or any of its Subsidiaries, or a clean-up, removal, remedial action or other response by or on behalf of Borrower and/or any of its Subsidiaries under applicable Environmental Law(s), or which seeks damages or civil, criminal, or punitive penalties from Borrower and/or any of its Subsidiaries for any violation or alleged violation of any Environmental Law(s) Defendby Borrower and/or any of its Subsidiaries. Borrower hereby indemnifies, indemnify saves and hold harmless the holds Agent and the Lenders, and their respective any of Agent's and Lender's past, present and future officers, directors, shareholders, employees, agentsrepresentatives and consultants, officers and directors, harmless from and against any and all claimslosses, demandsdamages, suits, penalties, finescosts, liabilities, settlements, damages, costs liabilities 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, (including, without limitation, reasonable legal expenses and attorneys' fees fees) incurred or arising out of any claim, loss or damage of any property, injuries to or death of any persons, contamination of or adverse effects on the environment, or other violation or asserted violation of any applicable Environmental Law(s); provided, however, that the foregoing indemnification shall not be applicable, and consultant's feesBorrower shall not be liable for any such losses, investigation and laboratory feesdamages, response suits, penalties, costs, court costs and litigation liabilities or expenses, except to the extent that (but only to the extent) the same arise or result from any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification thereforAgent or any of its agents or employees. The agreements in provisions of this paragraph Section shall survive repayment of the Notes Indebtedness and satisfaction of all other amounts payable hereunderobligations of Borrower to Lenders and termination of this Agreement.

Environmental Laws. (a) Comply in all material respects with, The Company shall promptly notify and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects furnish the Purchasers with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, a copy of any and all licenses, approvals, notifications, registrations Environmental Notices which are received by any Corporation on or permits required by applicable Environmental Laws except to after the extent that, with respect to all of the above, failure to do so would not date hereof which can reasonably be expected to have a Material Adverse Effect;. The Company shall, and shall cause its Subsidiaries to, take prompt and appropriate action in response to any and all such Environmental Notices, and shall promptly furnish the Purchasers with a description of the applicable Corporation's Response thereto. The Company shall promptly notify the Purchasers of any event or state of facts which could reasonably be expected to result in any such Environmental Notice. (b) Conduct The Company shall, and cause each of its Subsidiaries to, (i) comply in all material respects with all Environmental Laws, (ii) obtain, comply with and maintain any and all licenses, approvals, registrations or permits required by Environmental Laws, (iii) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws Laws, and (iv) promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws except (and provide copies of all such orders and directives to the Purchasers), except, in each case, to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably be expected to have a Material Adverse Effect; and. (c) DefendThe Company shall defend, indemnify and hold harmless each of the Agent and the Lenders, Purchasers and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwiseotherwise (including without limitation attorneys' and consultants' fees, investigation and laboratory fees, court costs and litigation expenses), arising out of, or in any way relating to the violation of, noncompliance with or liability under, (i) any Environmental Law Laws applicable to the operations any of the BorrowerCorporations, any of its Subsidiaries or the Propertiestheir operations, or any real property owned or operated by any of them, (ii) any orders, requirements or demands of any Governmental Authorities Authority or any private party related theretoto any Environmental Laws or to Hazardous Materials, includingor (iii) the actual or alleged presence of Hazardous Materials on any property previously, without limitationnow or hereafter owned, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that leased or otherwise held by any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification thereforCorporations. The agreements indemnity set forth in this paragraph (c) shall survive repayment any termination of the Notes and all other amounts payable hereunderthis Agreement.

Environmental Laws. Each HS Loan Party shall: (a) Comply in all material respects with, and use its best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably expected to have a Material Adverse Effect or (ii) such HS Loan Party has determined in good faith that contesting the same is not in the best interests of such HS Loan Party and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; and. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) of whatever kind or nature nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, under any Environmental Law Laws applicable to the operations of the Borrowersuch HS Loan Party, any of its Subsidiaries or the Properties, or the real estate properties owned directly or indirectly by such HS Loan Party, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees including attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements Notwithstanding anything to the contrary in this paragraph Agreement, this indemnity shall survive repayment continue in full force and effect regardless of the Notes and all other amounts payable hereundertermination of this Agreement.

Environmental Laws. Borrower will, and will at all times cause each of its Subsidiaries to: (aA) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (bB) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (cC) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Propertiestheir respective properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out is determined by a final and nonappealable judgment of a court of competent jurisdiction or pursuant to arbitration as set forth herein to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph Subsection 2.15 shall survive repayment of the Notes Obligations and all other amounts payable hereunderthe termination of this Agreement.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' ’ fees and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefortherefore. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects withThe Borrower, each Restricted Subsidiary and ensure each Joint Venture which the Borrower or any Restricted Subsidiary manages shall comply and cause compliance in all material respects by all tenants and subtenants, if any, with, with all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that cause all tenants and subtenants to obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except in each case to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect;. (b) Conduct The Borrower, each Restricted Subsidiary and each such Joint Venture shall conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and. (c) DefendThe Borrower shall defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, Related Parties from and against any and all 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 by the Borrower or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries of or the Propertiestheir noncompliance with, any Environmental Laws, or any orders, requirements or demands demand of Governmental Authorities related thereto, including, without limitation, including reasonable attorneys' fees attorney and consultant's consultant fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements contained in this paragraph clause (c) shall survive repayment the termination of this Agreement and the payment of the Notes and all other amounts payable hereunderObligations.

Environmental Laws. (a) Comply in all material respects with, and will use reasonable best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse EffectLaws; (b) Conduct and complete (or cause to be conducted and completed) all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly in a timely fashion comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Specified Agent and the Specified Lenders, and their respective employees, agents, officers officers, directors and directorscontrolling persons, from and against any and all 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, any Environmental Law applicable to the operations of the BorrowerHoldings, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of or relate to the gross negligence or willful wilful misconduct of, or any post-foreclosure actions not taken in accordance with the Assets Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 or any similar foreign law or otherwise in the ordinary course of business consistent with past practices of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes all Specified Loans and all other amounts payable hereunder.

Environmental Laws. Borrower will, and will at all times cause each of its Subsidiaries to: (aA) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (bB) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (cC) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agentsAdministrative Agent, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or the Propertiestheir respective properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out is determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph Subsection 2.12 shall survive repayment of the Notes Obligations and all other amounts payable hereunderthe termination of this Agreement.

Environmental Laws. (a) Comply in The Borrower and each of its Subsidiaries have obtained all material respects withpermits, licenses, and ensure compliance in other authorizations which are required under all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to where the extent that, with respect to all of the above, failure to do so have obtained such permits, licenses and other authorizations would not reasonably be expected to have a Material Adverse Effect; (b) Conduct Effect and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply are in compliance in all material respects with all lawful orders and directives of all Governmental Authorities regarding material applicable Environmental Laws except Laws. (b) On or prior to the extent that date hereof, no notice, demand, request for information, citation, summons, or order has been issued, no complaint has been filed, no penalty has been assessed, and no investigation or review is pending or, to the same are being contested best of the knowledge of the Borrower, threatened by any governmental or other Person with respect to any alleged or suspected failure by the Borrower or any of its Subsidiaries to comply in good faith by appropriate proceedings and the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; andany material respect with any Environmental Laws. (c) Defend, indemnify and hold harmless To the Agent and best of the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations knowledge of the Borrower, there are no material Liens arising under or pursuant to any Environmental Laws on any of the property owned or leased by the Borrower or any of its Subsidiaries. (d) To the best of the knowledge of the Borrower, there are no conditions existing currently which would subject the Borrower or any of its Subsidiaries or the Propertiesany of their property to any material Lien, damages, penalties, injunctive relief, or cleanup costs under any ordersEnvironmental Laws or which require cleanup, requirements removal, remedial action, or demands other responses by the Borrower and its Subsidiaries pursuant to Environmental Laws. (e) For purposes of Governmental Authorities related theretothis Agreement, "Environmental Laws" shall mean all federal, state, and local laws, including statutes, regulations, ordinances, codes, rules, and other governmental restrictions and requirements, relating to the discharge of air pollutants, water pollutants, or process waste water or otherwise relating to the environment or hazardous substances or the treatment, processing, storage, disposal, release, transport, or other handling thereof, including, without limitationbut not limited to, reasonable attorneys' fees the federal Solid Waste Disposal Act, the federal Clean Air Act, the federal Clean Water Act, the federal Resource Conservation and consultant's feesRecovery Act, investigation the federal Hazardous Materials Transportation Act, the federal Comprehensive Environmental Response, Compensation, and laboratory feesLiability Act of 1980, response coststhe federal Toxic Substances Control Act, court costs and litigation expenses, except to the extent that any regulations of the foregoing arise out Nuclear Regulatory Agency, and regulations of the gross negligence any state department of natural resources or willful misconduct of the party seeking indemnification therefor. The agreements state environmental protection agency, in this paragraph shall survive repayment of the Notes and all other amounts payable hereundereach case as now or at any time hereafter in effect.

Environmental Laws. (a) Comply in all material respects with, and take reasonable steps to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would not comply therewith could not, individually or in the aggregate, reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective Affiliates, employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Borrowers or any of its their Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or negligence, willful misconduct or unlawful acts of the party seeking indemnification therefortherefor as determined by a court of competent jurisdiction. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderBorrowers’ Obligations.

Environmental Laws. (a) Comply in all material respects withComply, and ensure compliance in all material respects by all cause each of their subsidiaries or tenants and subtenantsor other licensed users of their properties to comply, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintainthe provisions of all Environmental Laws, and ensure shall keep their properties and the properties of their subsidiaries free of any Lien imposed pursuant to any Environmental Law except where any non-compliance or Lien would not result in a Material Adverse Effect. The Borrowers shall not cause or suffer or permit, and shall not suffer or permit any of their subsidiaries to cause or suffer or permit, the property of the Borrowers or their subsidiaries to be used for the generation, production, processing, handling, storage, transporting or disposal of any Hazardous Material, except for Hazardous Materials used, generated, produced, processed, handled, stored, transported or disposed of in the ordinary course of business of the Borrowers and their subsidiaries or in connection with any investigation or remediation of any applicable property, in which case such Hazardous Materials shall be used, stored, generated, treated and disposed of only in compliance with Environmental Law except where any non-compliance would not result in a Material Adverse Effect. (b) Supply to the Agent copies of all Permits and all submissions by the Borrowers or any of their subsidiaries to any governmental body and of the reports of all environmental audits and of all other environmental tests, studies or assessments (including the data derived from any sampling or survey of friable asbestos, soil, or subsurface or other materials or conditions) that all tenants may be conducted or performed (by or on behalf of the Borrowers or any of their subsidiaries) on or regarding the properties owned, operated, leased or occupied by the Borrowers or any of their subsidiaries or regarding any conditions that might have been affected by Hazardous Materials on or Released or removed from such properties in each case that relate to matters that would have a Material Adverse Effect. The Borrowers shall also permit and subtenants obtain authorize, and comply shall cause their subsidiaries to permit and authorize, the consultants, attorneys or other persons that prepare such submissions or reports or perform such audits, tests, studies or assessments to discuss such submissions, reports or audits with the Agent and the Lenders. (c) Promptly (and in all material respects with no event more than five Business Days after the Borrowers become aware or are otherwise informed of such event) provide oral and maintainwritten notice to the Agent upon the happening of any of the following: (i) any Borrower, any and all licensessubsidiary of any Borrower, approvalsor any tenant or other occupant of any property of such Borrower or such subsidiary receives written notice of any claim, notificationscomplaint, registrations charge or permits required by applicable notice of a violation or potential violation of any Environmental Laws except to the extent that, with respect to all of the above, failure to do so Law that would not reasonably be expected to have a Material Adverse Effect; (bii) Conduct and complete all investigationsthere has been a spill or other Release of Hazardous Materials upon, studiesunder or about or affecting any of the properties owned, sampling and testingoperated, and all remedial, removal and other actions leased or occupied by any Borrower or any subsidiary of any Borrower in amounts that are required to be reported under Environmental Laws Law, or Hazardous Materials at levels or in amounts that are required to be reported, remedied or responded to under Environmental Law are detected on or in the soil or groundwater in each case which would have a Material Adverse Effect; (iii) any Borrower or any subsidiary of any Borrower is or may be liable for any costs of cleaning up or otherwise remedying a Release of Hazardous Materials that would have a Material Adverse Effect; (iv) any part of the properties owned, operated, leased or occupied by any Borrower or any subsidiary of any Borrower are subject to a Lien under any Environmental Law that would have a Material Adverse Effect; or (v) any Borrower or any subsidiary of any Borrower undertakes any Remedial Work with respect to any Hazardous Materials that would have a Material Adverse Effect. (d) Without in any way limiting the scope of Section 11.04(c) and promptly comply in all material respects with all lawful orders addition to any obligations thereunder, each of the Borrowers hereby indemnifies and directives agrees to hold the Agent and the Lenders harmless from and against any liability, loss, damage, suit, action or proceeding arising out of all Governmental Authorities regarding its business or the business of its subsidiaries pertaining to Hazardous Materials, including, but not limited to, claims of any governmental body or any third person arising under any Environmental Laws Law or under tort, contract or common law except to the extent such liability, loss, damage, suit, action or proceeding arises out of the gross negligence or wilful misconduct of any Lender, the Agent or any of their authorized representatives. To the extent laws of the Xxxxxx Xxxxxx, Xxxxxx or any applicable state or local law in which property owned, operated, leased or occupied by any Borrower or any subsidiary of any Borrower are located provide that a Lien upon such property of such Borrower or such subsidiary may be obtained for the same are being removal of Hazardous Materials which have been or may be Released, no later than sixty days after notice that a Release has occurred is given by the Agent to such Borrower or such subsidiary, such Borrower or such subsidiary shall take appropriate action with respect to the Release. To the extent any Hazardous Materials located in or under a specific property either results in the imposition of a Lien on the property or would cause a Material Adverse Effect to occur, the remediation thereof shall be an affirmative covenant of the Borrowers hereunder. (e) In the event that any Remedial Work is required to be performed by any Borrower or any subsidiary of any Borrower under any applicable Environmental Law, any judicial order, or by any governmental entity, such Borrower or such subsidiary shall commence all such Remedial Work at or prior to the time required therefor under such Environmental Law or applicable judicial orders and thereafter diligently prosecute to completion all such Remedial Work in accordance with and within the time allowed under such applicable Environmental Laws or judicial orders; provided, however, that such Remedial Work shall not be required so long as it shall be contested in good faith by appropriate proceedings and the pendency of applicable party shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such proceedings would not reasonably contest operates to suspend any requirement that such Remedial Work be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunderperformed.

Environmental Laws. (a) Comply in all material respects with, and use its best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, that failure to do so would could not be reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably expected to have a Material Adverse Effect or (ii) the Borrower has determined in good faith that contesting the same is not in the best interests of the Borrower and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; and. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenderseach Lender, and their respective employees, agents, officers and directors, from and against any and all 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, under any Environmental Law Laws applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements This indemnity shall continue in this paragraph shall survive repayment full force and effect regardless of the Notes termination of this Agreement. (d) Comply in all material respects with the Operations and all other amounts payable hereunderMaintenance Plan.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected 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 in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Company any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects Promptly notify the Administrative Agent and the Collateral Agent upon any Credit Party gaining actual knowledge of any violation or non-compliance with, or liability or potential liability under, any Environmental Laws which, when taken together with all other violations of, or liability under, Environmental Law is reasonably be expected to have a Material Adverse Effect, and promptly furnish to the Administrative Agent and the Collateral Agent all written notices of any nature which any Credit Party or any Subsidiary of a Credit Party may receive from any Governmental Authority or other Person with respect to any violation, or potential violation or non-compliance with, or liability or potential liability under, any Environmental Laws which, in any case or when taken together with all such other notices, could reasonably be expected to have a Material Adverse Effect. (b) Comply with and use reasonable efforts to ensure compliance in all material respects by all tenants and subtenantssubtenants with all Environmental Laws, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, maintain and use reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, maintain any and all licenses, approvals, notifications, registrations or permits Environmental Permits required by applicable Environmental Laws Laws, except to the extent that, with respect to all of the above, where failure to do so would is not reasonably be expected likely to have a Material Adverse Effect;. (bc) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under all Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws Authorities, except where failure to the extent that the same are do so would not have a Material Adverse Effect. Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings and the pendency shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings would not reasonably be expected proceedings, have been finally concluded by the issuance of a final non-appealable order; provided, however, that the appropriate Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to have a Material Adverse Effect; andthe extent required by GAAP) with respect thereto. (cd) DefendIndemnify, indemnify defend and hold harmless the Agent Agents, the Issuing Bank, the Lenders and the Lendersother Secured Parties, and their respective officers, directors, shareholders, employees, agents, officers representatives, successors and directors, assigns from and against any liability, fine, penalty, loss, damage, suit, settlement, action, expense and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, cost (including, without limitationbut not limited to, reasonable attorneys' fees (including cost of in-house counsel) and consultant's environmental consultant fees), investigation arising out of or relating to: (A) the presence or Release of any Hazardous Materials at, to, on, under, from, or about any Premises; (B) any violation of any Environmental Law or Environmental Permit by any Credit Party or any Subsidiary of any Credit Party; (C) the transportation or the arrangement for the transportation, handling, treatment, or disposal of any Hazardous Materials to any location other than any Premises by or on behalf of any Credit Party or any Subsidiary of any Credit Party; (D) any Environmental Claim relating to any Premises or any activities conducted at any Premises; and laboratory fees(E) any breach of any environmental representation or covenant in this Credit Agreement or any other Fundamental Document (but excluding any such liability, response costsfine, court costs and litigation expensespenalty, except loss, damage, suit, settlement, action, expense or cost of an indemnified party to the extent that any of the foregoing arise out of primarily caused by the gross negligence or willful misconduct of the such indemnified party seeking indemnification thereforas determined by a final judgment of a court of competent jurisdiction). The agreements in obligations of the Borrower under this paragraph Section 5.11(d) shall survive repayment the Facility Termination Date, the termination of this Credit Agreement, the payment of the Notes Obligations and all other amounts payable hereunderthe expiration, termination and/or cancellation of the Letters of Credit hereunder indefinitely.

Environmental Laws. (a) Comply in all material respects with, and ---------------------- undertake all reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and undertake all reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except Laws, and upon discovery of any non-compliance or suspected non-compliance, undertake all reasonable efforts to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effectattain material compliance; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding respecting Environmental Laws Laws, except to the extent that the same are being contested in good faith by appropriate proceedings failure to so conduct, complete or take such actions, or to comply with such orders and the pendency of such proceedings directives, would not in the aggregate reasonably be expected to have a Material Adverse Effect; and; (c) Defend, indemnify and hold harmless the Agent Lessor, the Beneficiaries and the LendersCollateral, and their respective employees, agents, officers and directors, from and against any and all 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, of or noncompliance with or liability under, any Environmental Law Laws applicable to the operations real property owned or operated by Guarantor or any Subsidiary of the Borrower, any of its Subsidiaries or the PropertiesGuarantor, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment therefore; and (d) Maintain a program to identify and promote substantial compliance with and to minimize prudently any liabilities or potential liabilities under any Environmental Law that may affect Guarantor or any of the Notes and all other amounts payable hereunderits Subsidiaries.

Environmental Laws. (a) Comply The Mortgagor represents and covenants that the Mortgagor has not used Hazardous Materials (as later defined) on or affecting the Premises in all material respects withany manner which violates Environmental Laws (as later defined), that there is no condition concerning the Premises which could require remediation pursuant to Environmental Laws, and ensure compliance in all material respects by all tenants and subtenantsthat, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all best of the aboveMortgagor’s knowledge, failure to do so would not reasonably be expected to have a Material Adverse Effect; no prior owner of the Premises or any current or prior occupant has used Hazardous Materials on or affecting the Premises in any manner which violates Environmental Laws. The Mortgagor covenants and agrees that neither it nor any occupant shall use, introduce or maintain Hazardous Materials on the Premises unless done in strict compliance with all Environmental Laws; (b) Conduct the Mortgagor shall conduct and complete complete, or cause the applicable responsible party to conduct and complete, all investigations, environmental audits, studies, sampling and testing, and all remedial, removal and other actions required under necessary to clean up and remove all Hazardous Materials on or affecting the Premises, whether caused by the Mortgagor or a third party, in accordance with all Environmental Laws to the satisfaction of JGB Agent, and promptly comply in all material respects accordance with all lawful the orders and directives of all Governmental Authorities regarding Environmental Laws except federal, state and local governmental authorities, and the Mortgagor shall notify JGB Agent in writing prior to taking, and continually after that of the status of, all such actions. The Mortgagor shall, promptly upon JGB Agent’s request, provide JGB Agent with copies of the results of all such actions and all related documents and information. Any remedial, removal or other action by the Mortgagor shall not be deemed a cure or waiver of any breach of this paragraph 26 due to the extent that presence or use of Hazardous Materials on or affecting the same are being contested in good faith by appropriate proceedings and Premises. Additionally, the pendency of such proceedings would not reasonably be expected to have a Material Adverse Effect; and (c) DefendMortgagor shall defend, indemnify and hold harmless the JGB Agent and the Lenders, and their respective employees, agents, shareholders, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and or expenses (including, without limit, attorney fees) of whatever kind or nature known or unknown, contingent or otherwise, arising out ofof or related to (i) the presence, disposal, release or threatened release of any Hazardous Materials on, from or affecting the Premises or the soil, water, air, vegetation, buildings, personal property, persons or animals on the Premises, (ii) any personal injury (including, without limit, wrongful death) or property damage (real or personal) arising out of or related to these Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached or government order related to these Hazardous Materials, (iv) the cost of removal of Hazardous Materials from any portion of the Premises, (v) taking necessary precautions to protect against the release of Hazardous Materials on or affecting the Premises, (vi) complying with all Environmental Laws and/or (vii) any violation of Environmental Laws or requirements of JGB Agent, which are in any way relating related to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, Hazardous Materials including, without limitationlimit, reasonable attorneys' attorneys and consultants’ fees (the attorneys and consultant's feesconsultants to be selected by JGB Agent), investigation and laboratory feesfees and environmental studies required by JGB Agent (whether prior to foreclosure, response costsor otherwise). Upon the request of JGB Agent, court costs the Mortgagor and litigation expenses, except any guarantor shall execute a separate indemnity consistent with this paragraph; (c) the Mortgagor has never received any notice (“Environmental Complaint”) of any potential violation of Environmental Laws with respect to the extent that Mortgagor or the Premises (and, within five (5) days of receipt of any Environmental Complaint, the Mortgagor shall give JGB Agent a copy of it), and to the best of the foregoing arise out Mortgagor’s knowledge, there have been no actions commenced or threatened by any party with respect to the Mortgagor or the Premises for noncompliance with any Environmental Laws; (d) In the event this Mortgage is foreclosed or the Mortgagor tenders a deed in lieu of foreclosure, the Mortgagor shall deliver the Premises to JGB Agent, purchaser or grantee, as the case may be, free of Hazardous Materials in violation of Environmental Laws so that the condition of the gross negligence Premises shall not be a violation of any Environmental Laws; (e) Upon ten (10) days’ notice to the Mortgagor (except in an emergency or willful misconduct where not practical under applicable law, in which case notice is waived), and without limitation of JGB Agent’s other rights under this Mortgage or elsewhere, JGB Agent has the right, but not the obligation, to enter on the Premises and to take those actions as it deems appropriate to investigate or test for, clean up, remove, resolve, minimize the impact of or advise governmental agencies of the possible existence of any Hazardous Materials upon JGB Agent’s receipt of any notice from any source asserting the existence of any Hazardous Materials or an Environmental Complaint pertaining to the Premises which, if true, could result in an order, suit or other action against the Mortgagor or any part of the Premises which, in the sole opinion of JGB Agent, could jeopardize its security under this Mortgage. Any such actions conducted by JGB Agent shall be solely for the benefit of and to protect the interests of JGB Agent and shall not be relied upon Mortgagor or any third party seeking indemnification thereforfor any purpose. By conducting any such actions, JGB Agent does not assume control over the environmental affairs or operations of the Mortgagor nor assume any liability of the Mortgagor or any third party; (f) The agreements in provisions of this paragraph 26 shall be in addition to all other obligations and liabilities the Mortgagor may have to JGB Agent at common law or pursuant to any other agreement, and shall survive (i) the repayment of the Notes Indebtedness, (ii) the satisfaction of all other obligations of the Mortgagor under this Mortgage and under the other loan documents, (iii) the discharge of this Mortgage, and (iv) the foreclosure of this Mortgage or acceptance of a deed in lieu of foreclosure; and (g) For purposes of this Mortgage, (i) “Hazardous Materials” means each and all of the following: hazardous materials and/or substances as defined in any Environmental Law, asbestos, petroleum, petroleum by-products, natural gas, flammable explosives, radioactive materials, and toxic materials, and (ii) “Environmental Laws” mean any and all federal, state, local or other amounts payable hereunderlaws (whether under common law, by legislative action or otherwise), rules, policies, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment.

Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (b) Conduct and complete all investigations, studies, sampling and testing, and all remedialremediation, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, Credit Parties or any of its their Subsidiaries or the Propertiestheir assets or properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney’s and consultant's ’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

Environmental Laws. (a) Comply in all material respects with, and will use reasonable best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse EffectLaws; (b) Conduct conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly in a timely fashion comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that 89 84 the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings would could not be reasonably be expected to have a Material Adverse Effect; and (c) Defenddefend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers officers, directors and directorscontrolling persons, from and against any and all 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, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' fees attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of or relate to the gross negligence or willful misconduct of, or any post-foreclosure actions not taken in the ordinary course of business consistent with past practices of, the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes all Loans and all other amounts payable hereunder.