Common use of Environmental Laws Clause in Contracts

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (Except as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does could not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (Aa) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessHoldings, the Partnership Entities periodically review Borrower and the effect of Environmental Laws on their business, operations Restricted Subsidiaries and properties, all Real Estate are in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with all Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review; (b) Holdings, the Partnership Entities Borrower and the Restricted Subsidiaries have, and have reasonably concluded that such associated costs timely applied for renewal of, all permits under Environmental Law to construct and liabilities relating operate their facilities as currently constructed; (c) except as set forth on Schedule 8.4, neither Holdings, the Borrower nor any Restricted Subsidiary is subject to the Vessels would notany pending or, individually or in the aggregate, have a Material Adverse Effect. To to the knowledge of the Partnership PartiesBorrower, threatened Environmental Claim or any other liability under any Environmental Law, including any such Environmental Claim, or, to the knowledge of the Borrower, any other liability under Environmental Law related to, or resulting from the business or operations of any predecessor in interest of any of them; (d) none of Holdings, the parties Borrower or any Restricted Subsidiary is conducting or financing or, to the Charter Agreements possessknowledge of the Borrower, is required to conduct or reasonably expect finance, any investigation, removal, remedial or other corrective action pursuant to possess in any Environmental Law at any location; (e) to the ordinary course as necessaryknowledge of the Borrower, no Hazardous Materials have been released into the environment at, on or under any Real Estate currently owned or leased by Holdings, the Environmental Permits that are Borrower or any Restricted Subsidiary and (f) neither Holdings, the responsibility Borrower nor any Restricted Subsidiary has treated, stored, transported, released, disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or, to the knowledge of the charter parties to obtain pursuant to Borrower, formerly owned or leased Real Estate or facility. Except as provided in this Section 8.14, the terms of Borrower and the Charter AgreementsRestricted Subsidiaries make no other representations or warranties regarding Environmental Laws.

Environmental Laws. Each Partnership Entity Except for any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (ia) is Holdings and its Restricted Subsidiaries and each of their respective facilities, locations and operations are and, to the Borrower’s knowledge, within the past three (3) years have been in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), . (iib) has received Each of Holdings and its Restricted Subsidiaries have obtained all permits required of it under applicable Environmental Laws to conduct necessary for their current facilities and operations, all such permits are valid and in full force and effect, each of Holdings and its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) Restricted Subsidiaries is in compliance with all terms and conditions of any such permits and none of such permits is, as of the Closing Date, subject to any pending proceedings or other actions (ivor to Borrower’s knowledge, any threatened proceedings or other actions) does not have for violation, modification or revocation of such permits. (c) (i) Neither Holdings nor any of its Restricted Subsidiaries, nor to Holdings’ or the Borrower’s knowledge any of its predecessors in interest with respect to the Real Estate or any other location at which Holdings, any of the Restricted Subsidiaries or the Borrower conducts or has conducted its business or operations,, has stored, treated or released any Contaminant except in compliance with Environmental Laws at any location, (ii) neither Holdings nor any Restricted Subsidiary nor any of the presently owned or leased Real Estate or presently conducted operations, nor, to any of Holdings’ or the Borrower’s knowledge, its previously owned or leased Real Estate or prior operations, is subject to any pending proceeding or other action under any Environmental Law, and (iii) neither Borrower nor Holdings has any knowledge of any threatened proceeding or reasonable basis for, any alleged non-compliance, claim or liability arising out of or in connection with any known Environmental Law (including from any Release or threatened release into Release of a Contaminant). (d) None of the environment present or, to Holdings or the Borrower’s knowledge, former operations, and none of the real estate interests of Holdings or any of its Restricted Subsidiaries, is subject to any investigation by any Governmental Authority against or involving Holdings or any of its Restricted Subsidiaries, evaluating whether, or alleging that, any investigation or remedial action is needed to respond to a Release or threatened Release of a Contaminant or the presence of a Contaminant attributed to, or alleged to have been attributed to Holdings or any of its Restricted Subsidiaries or any predecessors thereof, or of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsoperations.

Environmental Laws. Each Partnership Entity (a) At its sole expense, the Loan Parties shall (i) is in compliance comply, and shall cause their Subsidiaries and their Real Property and operations to comply, with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required the breach of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notwhich, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The term “; (ii) not Release or threaten to Release any Hazardous Material” means (A) Material on, under, about or from any “hazardous substance” as defined of the Loan Parties’ or any of their Subsidiaries’ Real Property or any other property offsite the Real Property to the extent caused by any Loan Party’s or any of their Subsidiaries’ operations except in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with applicable Environmental Laws, if and to the extent that the Release or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis threatened Release of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notHazardous Materials, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To ; (iii) timely obtain or file all permits, licenses, approvals, registrations and other authorizations to be obtained or filed in connection with the knowledge operation or use of the Partnership Loan Parties’ or any of their Subsidiaries’ Real Property, if and to the extent that the failure to obtain or file such permits, licenses, approvals, registrations or other authorizations, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the parties “Remedial Work”) in the event such Remedial Work is required under applicable Environmental Laws because of or in connection with the Release or threatened Release of Hazardous Material on, under, about or from any of the Loan Parties’ or any of their Subsidiaries’ Real Property, if and to the Charter Agreements possessextent that failure to commence and diligently prosecute to completion such Remedial Work, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) If any Loan Party or any of its Subsidiaries receives written notice of any action or, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against any Loan Party, any of its Subsidiaries, or reasonably expect to possess their Real Properties, in the ordinary course as necessaryeach case in connection with any Environmental Laws, the Environmental Permits that are the responsibility Borrower shall within fifteen (15) days after any Responsible Officer obtains actual Knowledge thereof give written notice of the charter parties same to obtain pursuant Agent if such action, investigation, inquiry, demand or lawsuit could reasonably be expected to the terms of the Charter Agreementscause a Material Adverse Effect.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and The Project Company (i) has been issued all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection Governmental Approvals required as of the environment or imposing liability or standards time of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) this representation pursuant to Environmental Law (“Environmental LawsApprovals”)) except to the extent non-issuance of such Governmental Approval could not reasonably be expected to result in a Material Adverse Effect, and (ii) has received all permits no complaint, order, directive, claim, citation or notice by any Governmental Authority (that has not been disclosed to the extent required by the Equity Documents), in each case relating to its then-existing obligations or liabilities with respect to: (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, (E) the presence, use, generation, storage, transportation or disposal of it under applicable or exposure to Hazardous Substances, or (F) other environmental, health or safety matters and, except to the extent such complaint, order, directive, claim, citation or notice by any Governmental Authority could not reasonably be expected to result in a Material Adverse Effect. (ii) Except as set forth on Schedule 3.2(n)(ii), there is no action, suit, proceeding or investigation pursuant to Environmental Laws Law by, of or before a Governmental Authority with respect to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits the Project, the Project Company or the Project Site that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, is either pending or threatened in writing. (iii) is in compliance with all terms and conditions Except as set forth on Schedule 3.2(n)(iii) to this Participation Agreement, neither the Project Company nor, to Sponsor’s Knowledge, any Person, has used, Released, discharged, generated, manufactured, produced, stored, or disposed of any such permits and (iv) does not have any liability in connection with any known in, on, under or threatened release into about the environment of Site or transported thereto or therefrom, any Hazardous Material, except Substances in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, a manner that could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means . (Aiv) any “hazardous substance” as defined in Schedule 3.2(n)(iv) to this Participation Agreement discloses, to Sponsor’s Knowledge, each condition, circumstance, action, activity or event with respect to the Comprehensive Environmental ResponseProject, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum Project Company or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning Site that is a violation of any applicable Environmental LawLaw or Environmental Approval. In No such condition, circumstance, action, activity or event could reasonably be expected to result in an enforcement of any Environmental Law against the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital Project Company or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating regard to the Vessels would not, individually Project or in the aggregate, have a Material Adverse Effect. To . (v) Sponsor has Made Available to Investors true and complete copies of all material environmental reports, studies, assessments and audits, and any other material documents and correspondence, in each case relating to environmental matters in connection with the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsSite.

Environmental Laws. Each of the Partnership Entity and the Material Subsidiaries (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the prevention of pollution or the protection of the environment or imposing legally enforceable liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has timely applied for or received all permits required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainconducted, (iii) is in compliance with all terms and conditions of any such permits received and (iv) does has not have received notice of any liability in connection with any known or threatened the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in the case of each of clauses (i), (ii), (iii) and (iv) as connection with such releases would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities and the Material Subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, except as described in the Prospectus, the Partnership Entities and the Material Subsidiaries have reasonably concluded that such associated costs and liabilities relating would not reasonably be expected to the Vessels would nothave, individually singly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (Except as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does could not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (Ai) each of each Parent Guarantor, the Borrower and each of the Restricted Subsidiaries and all Real Estate is in compliance with all Environmental Laws; (ii) none of any “hazardous substance” as defined in Parent Guarantor, the Comprehensive Borrower or any of the Restricted Subsidiaries is subject to any Environmental ResponseClaim or any other liability under any Environmental Law; (iii) none of any Parent Guarantor, Compensation and Liability Act the Borrower or any of 1980the Restricted Subsidiaries is conducting any investigation, as amendedremoval, (B) remedial or other corrective action pursuant to any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) Environmental Law at any petroleum or petroleum product, (D) any polychlorinated biphenyl location; and (Eiv) any hazardous, toxic chemical, material, waste no underground storage tank or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Lawsrelated piping, or any permitimpoundment or other disposal area containing Hazardous Materials is located at, license on or approval, under any related constraints on operating activities and Real Estate currently owned or leased by any potential liabilities to third parties). On the basis of such reviewParent Guarantor, the Partnership Entities have Borrower or any of the Restricted Subsidiaries. (b) None of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries has treated, stored, transported, released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Estate or facility in a manner that could reasonably concluded that such associated costs and liabilities relating be expected to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To . (c) Section 8.4 and this Section 8.14 set forth the knowledge sole and exclusive representations and warranties of the Partnership PartiesBorrower and the Parent Guarantors in this Agreement with respect to environmental matters, the parties including matters relating to the Charter Agreements possessEnvironmental Laws, Environmental Claims or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsHazardous Materials.

Environmental Laws. Each Partnership Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Transaction Entities, any of their respective subsidiaries, any Related Entity nor, to the actual knowledge of the Transaction Entities, any of the Properties is in violation of any Environmental Laws (ias defined below), (B) the Transaction Entities, their respective subsidiaries, the Related Entities and, to the actual knowledge of the Transaction Entities, the Properties have all permits, authorizations and approvals required under any applicable Environmental Laws and none of the Transaction Entities, their respective subsidiaries or the Related Entities have received any notice that any of them or any of the Properties is not in compliance with their requirements, (C) none of the Transaction Entities, their respective subsidiaries or any Related Entity have received notice of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law or Hazardous Material (as defined below) against the Transaction Entities, any of their respective subsidiaries or any Related Entity or, to the actual knowledge of the Transaction Entities, otherwise with regard to the Properties, (D) to the actual knowledge of the Transaction Entities, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Properties, the Transaction Entities, any of their respective subsidiaries or any Related Entity relating to Hazardous Materials or any Environmental Laws, and all (E) to the actual knowledge of the Transaction Entities, none of the Properties is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, state or local governmental authority pursuant to Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold and any hazardous material as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, “Environmental Law” shall mean any applicable foreign, federal, state and or local laws and regulations law (including statute or common law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to pollution or the protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or imposing liability subsurface strata) or standards of conduct concerning the usewildlife, handlingincluding, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”)without limitation, (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 (B) any “hazardous waste” as defined in CERCLA”), the Resource Conservation and Recovery Hazardous Materials Transportation Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law49 U.S.C. Secs. In the ordinary course of business5101-5127, the Partnership Entities periodically review Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the effect Emergency Planning and Community Right-to-Know Act of Environmental Laws on their business1986, operations 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and propertiesRodenticide Act, in 7 U.S.C. Secs. 136-136y, the course Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of which they identify the above statutes may be amended from time to time, and evaluate costs and liabilities that they believe are reasonably likely to be incurred the regulations promulgated pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsforegoing.

Environmental Laws. Each Partnership Entity Without limiting the provisions of Section 5.11 and except as disclosed in the Disclosure Schedule or as has not had, and could not reasonably be expected to have, a Material Adverse Effect (ior with respect to (c), (d) is and (e) below, where the failure to take such actions has not had and could not reasonably be expected to have, a Material Adverse Effect): (a) Neither any property of any of the Borrower, or its Subsidiaries nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws; (b) Without limitation of clause (a) above, no property of any of the Borrower, or its Subsidiaries nor the operations currently conducted thereon or, to the best knowledge of the Borrower, by any prior owner or operator of such property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws; (c) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all property of the Borrower and its Subsidiaries, including without limitation past or present treatment, storage, disposal or release of a hazardous substance, hazardous waste or solid waste into the environment, have been duly obtained or filed, and the Borrower and its Subsidiaries are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of all such notices, permits, licenses and similar authorizations; (d) All hazardous substances, hazardous waste, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all property of the Borrower or any of its Subsidiaries have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an endangerment to public health or welfare or the environment, and, to the best knowledge of the Borrower, all such permits transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (ive) The Borrower and its Subsidiaries have taken all steps reasonably necessary to determine and have determined that no hazardous substances, hazardous waste, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any hazardous substances on or to any property of the Borrower or any of its Subsidiaries; (f) To the extent applicable, all property of the Borrower and its Subsidiaries currently satisfies all design, operation, and equipment requirements imposed by the Environmental Laws or scheduled as of the date hereof to be imposed by the Environmental Laws during the term of this Agreement, and the Borrower does not have any reason to believe that such property, to the extent subject to the Environmental Laws, will not be able to maintain compliance with the Environmental Laws requirements during the term of this Agreement; and (g) Neither the Borrower nor any of its Subsidiaries has any known contingent liability in connection with any known release or threatened release of any oil, hazardous substance, hazardous waste or solid waste into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsenvironment.

Environmental Laws. Each Partnership Entity Except as set forth on Schedule 4.28, no Company Party has (i) received any written notice of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there is in compliance with any and all applicable foreignremaining liability; (ii) disposed of, federalemitted, state and local laws and regulations relating to pollution discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the protection of the environment or imposing liability or standards of conduct concerning the usedisposal, handlingdischarge, storage or management release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials (so as defined below) (“to give rise to any Liability or corrective or remedial obligation under any Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, ; or (iii) is in compliance entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with all terms and conditions respect to liabilities arising out of any such permits and (iv) does not have any liability in connection with any known Environmental Laws or threatened release into the environment Hazardous Materials Activities of any Hazardous Materiala Company Party, except in the each case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, be reasonably be expected to have a Company Material Adverse Effect. . (a) The term “Company Parties have delivered to Purchaser all material records in its possession concerning any material Hazardous Material” means (A) any “hazardous substance” as defined Materials Activities of a Company Party and all material environmental audits and assessments in the Comprehensive Environmental Response, Compensation and Liability Act possession or control of 1980, as amended, (B) a Company Party of any “hazardous waste” as defined in facility currently owned or leased by a Company Party which identifies the Resource Conservation and Recovery Act, as amended, (C) potential for any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated material liabilities under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect material violations of Environmental Laws on their businessLaw of or by a Company Party. (b) To the knowledge of the Company, operations and propertiesthere are no Hazardous Materials in, in on, or under any properties owned, leased or used at any time by Company Parties such as could give rise to any Liability or corrective or remedial obligation of the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, a Company Party under any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have except in each case as would not reasonably concluded that such associated costs and liabilities relating to the Vessels would notbe expected to, individually or in the aggregate, have a Company Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (i) The Company (x) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of human health and safety or emissions, discharges, releases, threatened releases, removal, remediation or abatement of pollutants, contaminants, chemicals or industrial, hazardous or toxic substances or wastes into or in the environment (including without limitation air, surface water, ground water or imposing liability land), or standards of conduct concerning otherwise used in connection with the manufacture, processing, distribution, use, handlingtreatment, storage storage, disposal, transport or management handling of any Hazardous Materials (pollutants, contaminants, hazardous or toxic substances or wastes, as defined below) under such applicable laws (“"Environmental Laws”"), (iiy) has received all permits permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted business and (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iiiz) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known permit, license or threatened release into the environment of any Hazardous Materialapproval, except in to the case of each of extent that the matters within clauses (ix), (y) or (z) above would not have a material adverse effect. (ii)) There is no substance designated a "hazardous substance" by any Environmental Law, including asbestos, petroleum, urea formaldehyde insulation and petroleum by-products (iii"Hazardous Substance") and (iv) as would notpresent at any of the real property currently owned or leased by the Company, individually or in except to the aggregate, extent that such presence could not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means material adverse effect; and with respect to such real property, to the knowledge of the Company, there has not occurred (Ax) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act release or any threatened release of 1980, as amended, a Hazardous Substance or (By) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum discharge or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning threatened discharge of any applicable Hazardous Substance into the ground, surface or navigable waters, which discharge or threatened discharge violates any federal, state, local or foreign laws, rules or regulations concerning water pollution. (iii) The Company has not disposed of, transported, or arranged for the transportation or disposal of any Hazardous Substance where such disposal, transportation or arrangement would give rise to liability pursuant to any Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and Law other than any such liabilities that they believe are could not reasonably likely be expected to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. material adverse effect. (iv) To the knowledge of the Partnership PartiesCompany, the parties to the Charter Agreements possessthere are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility urea formaldehyde insulation at any of the charter parties to obtain pursuant to real property currently owned or leased by the terms Company in violation of the Charter Agreementsany Environmental Law.

Environmental Laws. Each Partnership Entity The Company and its Subsidiaries (i) is are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials Environmental Laws (as defined below) (“Environmental Laws”hereinafter defined), (ii) has have received all permits permits, licenses or other approvals required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is are in compliance with all terms and conditions of any such permits permit, license or approval and (iv) does do not have any liability unresolved environmental complaints or issues in connection with any known or threatened release into of the environment of any Hazardous Materialjurisdictions in which they operate where, except in the case of each of the foregoing clauses (i), (ii), (iii) and (iv) as would not), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Further, to the knowledge of the Company, it and its Subsidiaries are not in violation of any applicable anti-dumping laws in the jurisdiction(s) in which it carries out business, where the failure to so comply would reasonably be expected to have in the aggregate a Material Adverse Effect. The term “Hazardous MaterialEnvironmental Laws” means (A) any “hazardous substance” as defined in all federal, state, local or foreign laws relating to pollution or protection of human health or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws environment (including, without limitation, any capital ambient air, surface water, groundwater, land surface or operating expenditures required for clean-upsubsurface strata), closure including, without limitation, laws relating to emissions, discharges, releases or threatened releases of properties or compliance with Environmental Lawschemicals, pollutants, contaminants, or any permittoxic or hazardous substances or wastes (collectively, license “Hazardous Materials”) into the environment, or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities otherwise relating to the Vessels would notmanufacture, individually processing, distribution, use, treatment, storage, disposal, transport or in handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. The Company further undertakes that it shall notify the aggregate, have a Material Adverse Effect. To the knowledge Buyers promptly if it or any of the Partnership Parties, the parties its Subsidiaries were to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsreceive an environmental complaint.

Environmental Laws. Each Partnership Entity (i) of the Company and its Subsidiaries is in compliance with any and all applicable foreign, federal, state and local rules, laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handlingtreatment, storage and disposal of hazardous or management toxic substances or waste and protection of any Hazardous Materials (as defined below) health and safety or the environment which are applicable to its business (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws except where the failure to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as comply would not, individually singularly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The term “Hazardous Material” means There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or its Subsidiaries (Aor, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its Subsidiaries is or may otherwise be liable) upon any “hazardous substance” as defined of the property now or previously owned or leased by the Company or any of its Subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which would not have, singularly or in the Comprehensive Environmental Responseaggregate with all such violations and liabilities, Compensation a Material Adverse Effect; and Liability Act there has been no disposal, discharge, emission or other release of 1980any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company has knowledge, as amendedexcept for any such disposal, (B) discharge, emission, or other release of any “hazardous waste” as defined kind which would not have, singularly or in the Resource Conservation aggregate with all such discharges and Recovery Actother releases, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Lawa Material Adverse Effect. In the ordinary course of business, the Partnership Entities periodically review Company conducts periodic reviews of the effect of Environmental Laws on their business, operations its business and propertiesassets, in the course of which they identify it identifies and evaluate evaluates associated costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, Laws or any permit, license or approvalgovernmental permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such reviewreviews, the Partnership Entities have Company has reasonably concluded that such associated costs and liabilities relating to the Vessels would notnot have, individually singularly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating Except to pollution or the protection of extent the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws failure to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as do so would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The term “Hazardous Material” means Effect (Ai) comply with all Environmental Laws applicable to it, and obtain, comply with and maintain any “hazardous substance” and all Environmental Permits necessary for its operations as defined in the Comprehensive conducted and as planned; (ii) ensure that all of its tenants, subtenants, contractors, subcontractors and invitees comply with all Environmental ResponseLaws, Compensation and Liability Act obtain, comply with and maintain any and all Environmental Permits, applicable to any of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl them; and (Eiii) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of comply in a timely manner with all orders and lawful directives regarding Environmental Laws on their businessissued to Borrower or any of its Subsidiaries by any Governmental Authority, operations other than such orders and properties, lawful directives as to which an appeal or other challenge has been timely and properly taken in the course of good faith and with respect to which they identify reserves have been taken where necessary in accordance with GAAP. (i) Reasonably and evaluate costs and prudently manage any liabilities or potential liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws Borrower, any of the other Credit Parties, any of their respective operations (including, without limitation, disposal of Hazardous Materials), and any capital properties owned or operating expenditures required for clean-upleased by any of them, closure may be subject to under all applicable Environmental Laws; and (ii) ensure that Borrower and its Subsidiaries undertake reasonable efforts to identify, and evaluate, issues of properties or compliance with and liability under Environmental LawsLaws prior to acquiring, directly or indirectly, any ownership or leasehold interest in real property, or other interest in any permitreal property that could reasonably be expected to give rise to Borrower or any of its Subsidiaries being subjected to liability under any Environmental Law as a result of such acquisition. (c) At the written request of the Administrative Agent or the Required Lenders, license which request shall specify in reasonable detail the basis therefor, each Credit Party will provide, at such Credit Party’s sole cost and expense, an environmental assessment report concerning any real property now or approvalhereafter owned, leased or otherwise operated by such Credit Party or any of its respective Subsidiaries, prepared by an environmental consulting firm reasonably satisfactory to the Administrative Agent, regarding the presence or absence of Hazardous Materials on, at, under or emanating from such real property and indicating the potential cost of any investigative, removal, remedial or other response action in connection with such Hazardous Materials pursuant to Environmental Law; provided that such request may be properly made only if (i) there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or any of the Required Lenders reasonably believes that the Credit Party or its operations is not in compliance with or otherwise has liability under Environmental Law with respect to such Real Property, or that there has been a release of Hazardous Materials at, on, under of from any such real property, and such noncompliance or release or related constraints on operating activities and any potential liabilities could reasonably be expected to third parties). On form the basis of such reviewa claim pursuant to Environmental Law or to otherwise result in liability under Environmental Law, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notin each case which, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Partnership PartiesEffect (in such events as are listed in this subparagraph, the parties environmental assessment shall focus upon the noncompliance, release or other circumstances, as applicable). If any Credit Party fails to provide the same within 45 days after such proper request is made, the Administrative Agent may order the same, and such Credit Party shall grant and hereby grants to the Charter Agreements possessAdministrative Agent and the Required Lenders and their agents access to such real property and specifically grants the Administrative Agent and the Required Lenders an irrevocable non-exclusive license, or subject to the rights of tenants, to perform such an assessment, all at such Credit Party’s sole cost and expense; and (d) Provide such information and certifications which the Administrative Agent may reasonably expect request from time to possess time to evidence compliance with this subsection 7.8, to the extent such information is in the ordinary course as necessarypossession, the Environmental Permits that are the responsibility custody or control of the charter parties or is otherwise reasonably available to obtain pursuant to the terms of the Charter Agreementsany Credit Party.

Environmental Laws. Each Partnership Entity (a) Except as described in the Registration Statement, the General Disclosure Package or the Prospectus or as would not, singly or in the aggregate, have a Material Adverse Effect, (i) is the Company, and to its knowledge, each Travel Center’s property is, and as of the Closing Time and each Date of Delivery, will be, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of human health and safety, the environment environment, hazardous or imposing liability or standards of conduct concerning the usetoxic substances and wastes, handling, storage or management of any Hazardous Materials (as defined below) pollutants and contaminants (“Environmental Laws”), (ii) has received the Company, or, to its knowledge, its lessees, as applicable, have received, or as of the Closing Time and each Date of Delivery will receive, all permits permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective the businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements at each Travel Center’s property and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is the Company or, to its knowledge, its lessees, as applicable, are, or as of the Closing Time and each Date of Delivery will be, in compliance with all terms and conditions of any such permits and permit, license or approval. (ivb) does not have any liability in connection with any known or threatened release into To the environment best knowledge of any Hazardous Materialthe Company, except as described in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessRegistration Statement, the Partnership Entities periodically review General Disclosure Package or the effect of Environmental Laws on their businessProspectus, operations and properties, in the course of which they identify and evaluate there are no costs and or liabilities that they believe are reasonably likely to be incurred pursuant to such associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, remediation or closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities Laws and any potential liabilities to third parties). On ) that, as of the basis date hereof, would, or as of such reviewthe Closing Time and each Date of Delivery will, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually singly or in the aggregate, have a Material Adverse Effect. To . (c) In respect of each Travel Center, except as disclosed in the knowledge of the Partnership PartiesRegistration Statement, the parties General Disclosure Package or the Prospectus, (i) each Travel Center is not in violation of any applicable building code, zoning ordinance or other law or regulation, except where such violation of any applicable building code, zoning ordinance or other law or regulation would not, singly or in the aggregate, have a Material Adverse Effect; (ii) the Company has not received written notice of any proposed material special assessment or any proposed change in any property tax, zoning or land use laws or availability of water affecting any Travel Center that would have, singly or in the aggregate, a Material Adverse Effect; (iii) there does not exist any material violation of any declaration of covenants, conditions and restrictions with respect to any Travel Center that would have, singly or in the Charter Agreements possessaggregate, a Material Adverse Effect, or reasonably expect to possess any state of facts or circumstances or condition or event which could, with the giving of notice or passage of time, or both, constitute such a violation; and (iv) the improvements comprising any portion of each Travel Center (the “Improvements”) are free of any and all material physical, mechanical, structural, design and construction defects that would have, singly or in the ordinary course as necessaryaggregate, a Material Adverse Effect and the Environmental Permits mechanical, electrical and utility systems servicing the Improvements (including, without limitation, all water, electric, sewer, plumbing, heating, ventilation, gas and air conditioning) are in good condition and proper working order and are free of defects that are would have, singly or in the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsaggregate, a Material Adverse Effect.

Environmental Laws. Each Partnership Entity (a) Except as set forth in Schedule 4.30, the Company Group has not (i) received any written notice of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there is in compliance with any and all applicable foreignremaining liability; (ii) disposed of, federalemitted, state and local laws and regulations relating to pollution discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the protection of the environment or imposing liability or standards of conduct concerning the usedisposal, handlingdischarge, storage or management release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any Liability or corrective or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Company Group. (b) The Company Group and all of its operations and property have been in material compliance with all applicable Environmental Laws and all real property owned or leased by the Company Group have been and will be operated in material compliance with all applicable Environmental Laws. (c) The Company Group will use, is using, and has used commercially reasonable efforts to take assignment of or otherwise obtain all Permits, licenses, identification numbers, approvals, registrations or other authorizations required or issued under any Environmental Law necessary for the Company’s operations. (d) The Company Group is not (i) conducting or actually responsible for (pursuant to any contractual obligation or requirement of any Governmental Entity or Environmental Law) any remediation, reporting, investigation, monitoring or other action or (ii) actually responsible for any liability or cost, in each case of (i) or (ii), relating to the presence or any Release or threatened Release of any Hazardous Materials on any Real Property or other property (as defined below) (“Environmental Laws”including of any soil, groundwater, surface water, sediment, building, or aboveground or subsurface structure, third-party property or formerly owned, operated or leased property), including relating to any sampling, installation or operation of vapor intrusion systems or other remedial systems or the imposition of institutional or engineering controls. The Company has not received notice of any allegations that it is responsible for (i) conducting (pursuant to any contractual obligation or requirement of any Governmental Entity or Environmental Law) any remediation, reporting, investigation, monitoring or other action or (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability or cost, in connection with any known or threatened release into the environment of any Hazardous Material, except in the each case of each of clauses (i), ) or (ii), relating to the presence or any Release or threatened Release of any Hazardous Materials on any Real Property or other property (iiiincluding of any soil, groundwater, surface water, sediment, building, or aboveground or subsurface structure, third-party property or formerly owned, operated or leased property), including relating to any sampling, installation or operation of vapor intrusion systems or other remedial systems or the imposition of institutional or engineering controls. (e) The Company Group is not subject to any liability for any actual exposure by any Person or damage to any property relating to the Release of any Hazardous Materials and has not received notice of any allegations of liability for such exposure. (ivf) as would notThe Company Group has not received, individually nor, to the Knowledge of the Company Group, has any Predecessor received, any notice, demand, letter, claim or request for information indicating that the Company Group or any of its Predecessors may be in violation of or, directly or indirectly subject to liability relating to any Environmental Law or the aggregateRelease of any Hazardous Materials. (g) The Company Group is not subject to any Order, asset retirement obligation, financial assurance requirement, or indemnity or other agreement with any third party, relating to liability relating to any Environmental Law or the Release of any Hazardous Materials. (h) There are no circumstances or conditions, including the presence of any aboveground or subsurface structures, involving or affecting the Company Group or, after acquisition of the Real Property and assignment of leases of the Real Property, any Real Property that could reasonably be expected to have a Material Adverse Effect. result in any claim, liability, investigation or cost of the Company Group relating to any Environmental Law, including any restriction on the ownership, use or transfer of or otherwise relating to the Real Property. (i) The term “Hazardous Material” means Company Group has made available to Parent correct and complete copies of all Permits, reports, studies, assessments, audits, records, sampling data, notices, correspondence, agreements and other information that it has in its care, custody or control relating both to (Ai) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum Law or petroleum product, (D) any polychlorinated biphenyl Hazardous Materials and (Eii) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitationCompany Group, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsCompany Predecessor, or any permit, license properties currently or approval, formerly owned or operated by any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsthem.

Environmental Laws. Each Partnership Entity (i) is in compliance The Borrower complied with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws applicable to conduct the construction and operation of its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements Property and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Materialbusinesses, except in the case of each of clauses (i), (ii), (iii) and (iv) as where any non-compliance would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in ; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely Borrower has no material contingent liability with respect to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for cleannon-up, closure of properties or compliance with Environmental LawsLaws or the generation, handling, use, storage, or any permitdisposal of Materials of Environmental Concern; and, license or approvalwithout limiting the generality of the foregoing, any related constraints on operating activities and any potential liabilities except as would not reasonably be expected to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possessBorrower: (i) has not received any Action Request, Violation Notice, summons, complaint, order or other notice that it is not in compliance with, or reasonably expect that any Governmental Authority is investigating its compliance with. Environmental Laws: (ii) has no knowledge or reason to possess believe that operations or any Property of or occupied by the Borrower or in the ordinary course as necessaryBorrower’s charge, management or control are not in compliance with all applicable Environmental Laws and each of its Properties is free: (A) from contamination by, and there has not been thereon a release, discharge or emission of, any Materials of Environmental Concern which is prohibited, controlled or regulated under any Environmental Law; and (B) of underground storage tanks, landfills, land disposals and dumps; (iii) has not filed any notice, or received notice, under any Applicable Law, including any Environmental Law, indicating past or present treatment, storage or disposal of a Material of Environmental Concern or reporting any spill or release of a Material of Environmental Concern into the environment; (iv) has no contingent liability of which the Borrower has knowledge or reasonably should have knowledge in connection with any release of any Material of Environmental Permits that are Concern; (v) does not generate, transport, treat or dispose of any Material of Environmental Concern in any manner which is not in compliance with all applicable Environmental Laws; and (vi) has not disposed of any Material of Environmental Concern in or on the responsibility ground of the charter parties to obtain pursuant to the terms of the Charter AgreementsBorrower’s real properties or premises leased by Borrower.

Environmental Laws. Each Partnership Entity Except as disclosed in Section 4.18 of the Company Disclosure Schedule: (ia) is The Company and its Subsidiaries have complied and are in compliance in all material respects with all Environmental Laws, including without limitation all environmental permits required by Environmental Law for the occupation of the Company's or its Subsidiaries' properties or facilities. (b) Neither the Company nor any of its Subsidiaries has received any written, or to the knowledge of the Company other notice or report regarding any violation of, or liability under, Environmental Laws with respect to its past or current operations or its past or current real properties or facilities which would be material to the Company and its Subsidiaries, taken as a whole. (c) Neither the Company nor any of its Subsidiaries, nor any predecessor or affiliate of the Company or its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released, or exposed any Person to, any substance, or owned or operated its business or any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any material or potentially material liabilities or material or potentially material investigative, corrective or remedial obligations pursuant to CERCLA or any other Environmental Laws. (d) The Company has made available to Acquisition Corp. and Parent all applicable foreignmaterial environmental audits, federal, state reports and local laws and regulations other material environmental documents relating to pollution the Company or any of its Subsidiaries or its or their current operations, properties or facilities (and any past operations, properties or facilities with respect to which environmental matters remain unresolved and are material to the protection of the environment Company and its Subsidiaries taken as a whole) which are in their possession or imposing liability under its or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials their reasonable control. (as defined belowe) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except Except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties other representations in this Agreement expressly referring to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessenvironmental matters, the Partnership Entities periodically review representations contained in this Section 4.18 shall be the effect of Environmental Laws on their business, operations exclusive representations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely warranties with respect to be incurred pursuant to such Environmental Laws environmental matters (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities Laws and any potential liabilities to third partiesHazardous Substances). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (A) The Company and its Subsidiaries (i) is are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of human health and safety, the environment or imposing liability hazardous or standards of conduct concerning the usetoxic substances or wastes, handling, storage pollutants or management of any Hazardous Materials (as defined below) contaminants (“Environmental Laws”), (ii) has have received all permits permits, licenses or other approvals required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is are in compliance with all terms and conditions of any such permits and (iv) does not have any liability permit, license or approval where such noncompliance or failure to receive permits, licenses or approvals referred to in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), ) or (iii) and (iv) as above would notreasonably be expected to have, individually or in the aggregate, reasonably be expected a Material Adverse Effect. (B) Except as disclosed in the SEC Documents, (i) there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, hazardous wastes or hazardous substances by the Company or its Subsidiaries (or to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or its Subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have a Material Adverse Effect. The term “Hazardous Material” means ; (Aii) any “hazardous substance” as defined in the Comprehensive Environmental Responsethere has been no material spill, Compensation and Liability Act of 1980discharge, as amendedleak, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Actemission, as amendedinjection, (C) any petroleum escape, dumping or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning release of any applicable Environmental Law. In kind onto such property or into the ordinary course environment surrounding such property of businessany toxic wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, Company or any permitof its Subsidiaries, license except for any such spill, discharge, leak emission, injection, escape, dumping or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels release which would not, individually or in the aggregate, not have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to ; and (iii) the terms of “hazardous wastes,” “toxic wastes” and “hazardous substances” shall have the Charter Agreementsmeanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.

Environmental Laws. Each Partnership Entity (a) Except as set forth in Schedule 5.19(a) attached hereto, (i) is the Company and each of its subsidiaries have complied in compliance all material respects with each, and are not in violation in any and all applicable foreignmaterial respect of any, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) neither the Company nor any of its subsidiaries has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and written or oral communication from a Governmental Body or any other Person alleging that the Partnership Parties reasonably expect such charter parties to obtainCompany or any of its subsidiaries is not in compliance in any material respect with, or has a material Liability under (including being a potentially responsible party or allegedly liable for costs associated for remediation of any site), any Environmental Laws, (iii) is the Company and each of its subsidiaries hold, have complied with and are in compliance with, all necessary Permits required to conduct its business in compliance with all terms Environmental Laws, including any Permits necessary or appropriate to store, treat, dispose of and conditions of any otherwise handle Hazardous Materials except for such permits Permits, the non-compliance with which could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, and (iv) does not neither the Company nor any of its subsidiaries has any knowledge of any Environmental Claim or Environmental Loss other than as set forth in Schedule 5.19(a) attached hereto which could reasonably be expected to have a Material Adverse Effect. (b) There have been no locations on any liability in connection real property owned by the Company or, with respect to any known real property leased by the Company or threatened release any of its subsidiaries, since the date such real property was leased by the Company or any such subsidiary where Hazardous Materials were discharged, leaked, emitted or entered into the environment atmosphere, ground, soil, surface water, ground water, any body of any Hazardous Materialwater or sewer system by the Company where such discharge, except leak, emission or entrance could result in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, an Environmental Claim which could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (AExcept as set forth in Schedule 5.19(b) any “hazardous substance” as defined in the Comprehensive Environmental Responseattached hereto, Compensation there are no and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum have been no above-ground or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws under-ground storage tanks located on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in any real property currently or formerly owned or leased by the aggregate, Company or its predecessors in interest which could reasonably be expected to have a Material Adverse Effect. To . (c) There is no on-site or off-site location to which the knowledge Company or any of its agents or Affiliates has transported Hazardous Materials, or arranged for the transportation thereof from the Company's facilities, which location is the subject of any federal, state or local enforcement litigation under any Environmental Laws which could reasonably be expected to lead to Claims against the Company for clean-up costs, remedial work, damages to natural resources or for personal injury claims, including Claims under CERCLA which could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Schedule 5.19(d) attached hereto no polychlorinated biphenyl or substances containing polychlorinated biphenyl are present, in use or stored in any real property owned, leased or used by the Company or any of its subsidiaries, and no asbestos or materials containing asbestos have been brought upon, kept or used in or about or discharged, leaked, emitted or entered into or onto any such real property, in either case which are reasonably likely to result in a Claim giving rise to a material Liability on the part of the Partnership Parties, the parties to the Charter Agreements possess, Company or reasonably expect to possess any of its subsidiaries. (e) Except as set forth in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.Schedule 5.19

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowherein) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. (a) Each Partnership Entity (i) is in compliance with any Borrower has obtained all permits, licenses and all applicable foreign, federal, state and local laws and regulations relating to pollution other authorizations or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits approvals which are required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any which, if not so obtained by such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainBorrower, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means Each Borrower is in compliance with (Ai) any “hazardous substance” as defined all terms and conditions of such required permits, licenses, authorizations and approvals, and (ii) all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and propertiesexcept, in the course of each case, for such violations which they identify and evaluate costs and liabilities that they believe are could not be reasonably likely expected to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. . (b) To the knowledge of any Loan Party, no Loan Party has received any notice of any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which could, with reasonable certainty, either (i) interfere with or prevent compliance or continued compliance, with any Environmental Laws in a manner which, individually or collectively, could reasonably be expected to have a Material Adverse Effect, or (ii) give rise to any common law or legal liability, or otherwise form the Partnership Partiesbasis of any claim, the parties action, demand, suit, proceeding, hearing, study or investigation, based on or related to the Charter Agreements possessmanufacture, processing, distribution, use, treatment, storage, disposal, transport or handling or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, chemical, or industrial, toxic or hazardous substance or waste which, individually or collectively, could reasonably expect be expected to possess in the ordinary course as necessaryhave a Material Adverse Effect. (c) There is no civil, the Environmental Permits that are the responsibility criminal or administrative action, suit, demand, claim, hearing, notice or demand letter, notice of the charter parties to obtain pursuant violation, investigation or proceeding pending or, to the terms knowledge of any Borrower, threatened against any Borrower, relating in any way to Environmental Laws except that which is within any applicable insurance coverage with respect to which the Charter Agreementsinsurer has admitted liability and which does not have a Material Adverse Effect.

Environmental Laws. Each Partnership Entity Except as disclosed in the General Disclosure Package, the Company and its subsidiaries (i) is are and have been in compliance with any and all applicable foreignfederal, federalregional, state and local laws laws, rules, regulations, ordinances, orders, judgments, settlements, codes and regulations decrees relating to pollution or the protection of human health and safety, natural resources and the environment or imposing liability or legally enforceable standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowhereinafter defined) (“Environmental Laws”), ; (ii) has received have obtained and are in compliance with all permits permits, licenses, registrations, authorizations, exemptions, waivers and other approvals (“Permits”) required of it them under applicable Environmental Laws to conduct its their respective businesses operations as presently conducted (“Environmental Permits”) except for any such Environmental Permits that they are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, currently being conducted; (iii) is in compliance with all terms and conditions have neither received notice nor knowledge of any such permits actual or potential liability under any Environmental Law (“Notice”) including, without limitation, any liability arising out of or in connection with the generation, use, manufacture, refinement, storage, treatment, handling, transportation, disposal, release, or remediation of any Hazardous Materials by the Company or any of its subsidiaries or, to the knowledge of the Company, any of its predecessors in interest and (iv) does is not have a party to or affected by any liability pending or, to the knowledge of the Company, threatened action, suit or proceeding alleging that the Company or any of its subsidiaries is in connection with violation of or otherwise liable under any known or threatened release into the environment of any Hazardous MaterialEnvironmental Law, except where such non-compliance with Environmental Laws, such failure to obtain and comply with Permits, such Notice, or such involvement in the case of each of clauses (i)or affect by such action, (ii), (iii) and (iv) as suit or proceeding would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous MaterialMaterials” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “solid waste” or “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum hydrocarbons, petroleum products, natural gas or petroleum productoil, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In Neither the ordinary course Company nor any of businessits subsidiaries has been notified that any of them is currently named as “potentially responsible party” under the Comprehensive Environmental Response, the Partnership Entities periodically review the effect Compensation and Liability Act of Environmental Laws on their business1980, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsamended.

Environmental Laws. Each of the Partnership Entity and the Material Subsidiaries (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the prevention of pollution or the protection of the environment or imposing legally enforceable liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has timely applied for or received all permits required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainconducted, (iii) is in compliance with all terms and conditions of any such permits received and (iv) does has not have received notice of any liability in connection with any known or threatened the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in the case of each of clauses (i), (ii), (iii) and (iv) as connection with such releases would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities and the Material Subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities and the Material Subsidiaries have reasonably concluded that such associated costs and liabilities relating would not reasonably be expected to the Vessels would nothave, individually singly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity Except as disclosed in the General Disclosure Package, the Company and its subsidiaries (i) is are and have been in compliance with any and all applicable foreignfederal, federalregional, state and local laws laws, rules, regulations, ordinances, orders, judgments, settlements, codes and regulations decrees relating to pollution or the protection of human health and safety, natural resources and the environment or imposing liability or legally enforceable standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowhereinafter defined) (“Environmental Laws”), ; (ii) has received have obtained and are in compliance with all permits permits, licenses, registrations, authorizations, exemptions, waivers and other approvals (“Permits”) required of it them under applicable Environmental Laws to conduct its their respective businesses operations as presently conducted (“Environmental Permits”) except for any such Environmental Permits that they are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, currently being conducted; (iii) is in compliance with all terms and conditions have neither received notice nor knowledge of any such permits actual or potential liability under any Environmental Law (“Notice”) including, without limitation, any liability arising out of or in connection with the generation, use, manufacture, refinement, storage, treatment, handling, transportation, disposal, release, or remediation of any Hazardous Materials by the Company or any of its subsidiaries or, to the knowledge of the Company, any of its predecessors in interest; and (iv) does is not have a party to or affected by any liability pending or, to the knowledge of the Company, threatened action, suit or proceeding alleging that the Company or any of its subsidiaries is in connection with violation of or otherwise liable under any known or threatened release into the environment of any Hazardous MaterialEnvironmental Law, except where such non-compliance with Environmental Laws, such failure to obtain and comply with Permits, such Notice, or such involvement in the case of each of clauses (i)or affect by such action, (ii), (iii) and (iv) as suit or proceeding would not, not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous MaterialMaterials” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “solid waste” or “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum hydrocarbons, petroleum products, natural gas or petroleum productoil, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In Neither the ordinary course Company nor any of businessits subsidiaries has been notified that any of them is currently named as “potentially responsible party” under the Comprehensive Environmental Response, the Partnership Entities periodically review the effect Compensation and Liability Act of Environmental Laws on their business1980, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsamended.

Environmental Laws. Each Partnership Entity (a) The Target: (i) is in compliance with any and has obtained all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are required to carry on its Business and operations as currently carried out under all applicable Environmental Laws, except where the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in non-compliance with all terms and conditions of any such laws or permits and (iv) does or failure to obtain those permits could not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means Effect on the Target; and (Aii) is in substantial compliance with all applicable Environmental Laws and Environmental Permits in all jurisdictions having environmental regulatory jurisdiction over the Target or the Target Assets and in all jurisdictions in which the Target owns Target Assets or conducts operations, except where the non-compliance with such laws or permits or failure to obtain such permits could not reasonably be expected to have a Material Adverse Effect on the Target. (b) There have not occurred any “hazardous substance” material spills, emissions or pollution on any property of the Target or the Target Assets or as defined a result of their operations, nor has the Target been subject to any stop orders, control orders, clean-up orders or reclamation orders under any Environmental Laws, any of which would individually or in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, aggregate have a Material Adverse Effect on the Target. (Bc) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessits Business, the Partnership Entities Target periodically review reviews the effect of Environmental Laws on their businessits Business, operations and properties, in the course of which they identify it identifies and evaluate evaluates associated costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws Liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities Liabilities to third parties). On the basis of such review, the Partnership Entities have Target has reasonably concluded that such associated costs and liabilities relating Liabilities, if any, would not result in a Material Adverse Change for the Target. (d) The Target is not aware of or is not subject to: (i) any Proceeding, application, Order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction, or expenditures; or (ii) any demand or notice with respect to the Vessels breach of any Environmental Laws applicable to the Target, including any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Substances, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Effect on the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsTarget.

Environmental Laws. Each Partnership Entity (i) is The Company and its subsidiaries are and, within all applicable statute of limitation periods, have been in compliance with any and all applicable foreign, federal, state and local laws and regulations statute, law (including the common law), ordinance, rule, regulation, order, judgment, decree, permit, license registration, exemption, approval or authorization, relating to pollution the generation, use, treatment, storage, handling, transportation and disposal of hazardous or toxic substances, materials or wastes or the protection of health and safety (to the extent such health and safety relate to exposure to hazardous or toxic substances, materials or wastes) or the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) which are applicable to their businesses (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws except where the failure to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as comply would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means There has been no disposal, discharge, emission, or other release of any hazardous or toxic substances, materials or wastes by or on behalf of, the Company or any of its subsidiaries (Aor, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is liable) upon any “of the property owned, leased or operated by the Company or any of its subsidiaries or into the environment surrounding such real property, or, to the Company’s knowledge, upon any other offsite property where the Company or its subsidiaries have transported or disposed such hazardous substance” as defined or toxic substances, materials or wastes that would give rise to any legally enforceable liability under, any Environmental Law, except for any violation or liability which would not have, individually or in the Comprehensive Environmental Responseaggregate with all such violations and liabilities, Compensation a Material Adverse Effect. The Company and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in its subsidiaries monitor and assess the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect requirements of Environmental Laws on applicable to their business, operations businesses and properties, in assets and periodically evaluate the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to may be incurred pursuant to such Environmental Laws requirements (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsLaws and permits, or any permitlicenses, license or approvalregistrations, exemption, approvals and authorizations issued thereunder, any related constraints on operating activities activities, and any potential legally enforceable liabilities to third parties). On the basis of ) and, based on such reviewmonitoring, assessment and evaluation, the Partnership Entities Company and its subsidiaries have reasonably concluded no knowledge of any such costs or liabilities that such associated costs and liabilities relating to the Vessels would notcould, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment environment, or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowherein) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (ia) is Conduct its operations and keep and maintain its Real Property in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in material compliance with all terms and conditions of Environmental Laws, other than any such permits and non-compliance (ivincluding those specifically disclosed in Schedule 6.09) does which would not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notreasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (b) obtain and renew all environmental permits necessary for its operations and properties, other than any environmental permits the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notresult, individually or in the aggregate, have in a Material Adverse Effect; and (c) implement any and all investigation, remediation, removal and response actions that are required to comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or release of any Hazardous Materials on, at, in, under or about any of its Real Property other than any such non-compliance which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; provided, however, that, neither a Loan Party nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and adequate reserves have been set aside and are being maintained by the Loan Parties with respect to such circumstances in accordance with GAAP. To As soon as practicable following receipt thereof, deliver to the knowledge Administrative Agent, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Real Property of the Partnership PartiesLoan Parties or their Subsidiaries or with respect to any Environmental Liability or claims that, the parties in any such case, could reasonably be expected to the Charter Agreements possess, result in liabilities that exceed $25,000 individually or reasonably expect to possess $100,000 in the ordinary course as necessary, the aggregate for all such Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsLiabilities and claims.

Environmental Laws. Each Partnership Entity The Company and/or HRPT has received and reviewed environmental reports on each Initial Property. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus: (i) is the Initial Properties are in compliance with, and neither the Company nor the Subsidiary has any liability with respect to the Initial Properties under, applicable Environmental Laws (as defined below) except for such non-compliance or liability which would not result in a Material Adverse Effect; (ii) neither the Company nor the Subsidiary has at any and all applicable foreigntime released (as such term is defined in Section 101 (22) of CERCLA (as defined below)) or otherwise disposed of or handled, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”)on, (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) or from any Initial Property, except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements releases, disposals and that the Partnership Parties handlings as would not be reasonably expect such charter parties likely to obtain, result in a Material Adverse Effect; (iii) is in compliance with all terms and conditions neither the Company nor the Subsidiary knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters (including, but not limited to, groundwater and surface water) on, beneath or adjacent to any Initial Property, other than such permits and matters as would not be reasonably likely to result in a Material Adverse Effect; (iv) does not have neither the Company nor the Subsidiary has received any liability in connection with written notice of, or has any known or threatened release into the environment knowledge of any Hazardous Materialoccurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any Initial Property or arising out of the conduct of the business of the Company or the Subsidiary at the Initial Properties, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the case Registration Statement, the General Disclosure Package or the Prospectus; (v) none of each of clauses the Initial Properties is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency (i)the “EPA”) or on any similar list or inventory issued by any other federal, (ii)state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, (iii) other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (ivvi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, the Subsidiary or the Initial Properties, other than as would not, individually or not be reasonably likely to result in the aggregate, reasonably be expected to have a Material Adverse Effect. The term As used herein, “Hazardous Material” means (A) shall include, without limitation, any “flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous substance” wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, mold or any hazardous material as defined in by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and collectively “Environmental Laws”) shall mean any applicable foreign, federal, state or local law (including statute or common law), ordinance, rule, regulation, or judicial or administrative order, consent decree or judgment relating to the protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 (B) any “hazardous waste” as defined in CERCLA”), the Resource Conservation and Recovery Hazardous Materials Transportation Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law49 U.S.C. Secs. In the ordinary course of business5101-5127, the Partnership Entities periodically review Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the effect Emergency Planning and Community Right-to-Know Act of Environmental Laws on their business1986, operations 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and propertiesRodenticide Act, in 7 U.S.C. Secs. 136-136y, the course Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of which they identify the above statutes may be amended from time to time, and evaluate costs and liabilities that they believe are reasonably likely to be incurred the regulations promulgated pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsforegoing.

Environmental Laws. Except as set forth on Schedule 4.19: (a) Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials Company (as defined belowused in this Section 4.19, Company shall include any predecessor and the Company's Subsidiaries) (“Environmental Laws”)and, (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility knowledge of the charter parties under the Charter Agreements Company, its licensees has complied and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms Environmental Laws. (b) The Company and, to the knowledge of the Company, its licensees have obtained and conditions of any such permits complied with, and (iv) does not have any liability are in connection with any known or threatened release into the environment of any Hazardous Materialcompliance with, except in the case of each of clauses (i)all permits, (ii), (iii) licenses and (iv) as would not, individually or in the aggregate, reasonably be expected other authorizations that are required pursuant to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their businessto operate its facilities, operations assets, and propertiesits businesses. (c) No Environmental Actions have been asserted against the Company or, in to the course knowledge of which they identify and evaluate costs and liabilities the Company, against any licensee or facility that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (includingmay have received Hazardous Materials generated by the Company or any licensee, without limitationregarding any actual, any capital threatened, or operating expenditures required for clean-up, closure alleged violation of properties or compliance with Environmental Laws, or any permit, license liabilities or approval, any related constraints on operating activities and any potential liabilities to third parties(whether accrued, absolute, contingent, unliquidated, or otherwise). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities including any investigatory, remedial, or corrective obligations, relating to the Vessels would not, individually it or in the aggregate, have a Material Adverse Effect. its operations under Environmental Laws. (d) To the knowledge of the Partnership PartiesCompany, none of the parties following exists at any property or facility currently or formerly owned or operated by either the Company or, to the Charter Agreements possessknowledge of the Company, any licensee: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or waste disposal areas, except for feed-stock properties for Company facilities. (e) Except as disclosed on Schedule 4.19, neither the Company nor, to the knowledge of the Company, any licensee has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or Released any substance, including without limitation any Hazardous Material, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to Environmental Liabilities and Costs. There has been no Release at any of the properties owned or operated by the Company or, to the knowledge of the Company, at any of the properties owned or operated by its licensees or, to the knowledge of the Company, at any disposal treatment facility which received Hazardous Materials generated by the Company or any licensee which is reasonably expect likely to possess result in Environmental Liabilities and Costs. (f) Except as disclosed on Schedule 4.19, neither this Agreement nor the consummation of the transactions that are contemplated by this Agreement will result in any obligations for site investigation, cleanup or notification pursuant to any so-called "transaction-triggered" or "responsible property transfer" Environmental Laws. (g) Neither the Company nor, to the knowledge of the Company, any licensee has, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or Remedial Action, of any other Person relating to Environmental Laws. (h) The Company has provided to the Purchaser copies of all of the following in the ordinary course as necessaryCompany's possession: (i) the environmental compliance audits or any so-called "Phase I" or "PhaseII" environmental assessments, all of which are listed on Schedule 4.19; (ii) notices of Environmental Actions, CERCLA information requests and responses, and similar documents, relating to violations of Environmental Laws, or Environmental Liabilities and Costs, relating to the Company or its licensees; (iii) correspondence alleging nuisance, injury or property damage arising from odors, noise, pollution or contamination associated with the Company's business; (iv) reports prepared in connection with any Remedial Action, RCRA corrective actions, or other site investigations or cleanups required or undertaken pursuant to Environmental Permits that are Laws and associated with properties owned, leased, used or operated by the responsibility Company and its licensees; (v) documents describing or explaining cost estimates for closure and post-closure care of the charter parties to obtain Company's and its licensees' facilities involved in the treatment, storage or disposal of hazardous wastes; (vi) and documents alleging, describing or explaining the Company's liability or potential liability pursuant to the terms of the Charter AgreementsEnvironmental Laws.

Environmental Laws. Each Partnership Entity Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, neither the Company nor any of its subsidiaries (ia) is are in compliance with violation of any and all applicable foreign, federal, state and local laws and regulations (including common law and any binding judicial or administrative decisions) relating to pollution or the protection of human health and safety, the environment (including sustainability and the protection of habitats or imposing liability ecosystems) or standards of conduct concerning the usehazardous, handlingtoxic or radioactive substances or wastes, storage pollutants or management of any Hazardous Materials contaminants (as defined belowincluding greenhouse gases) (“Environmental Laws”); (b) have received and are in compliance with all permits, (ii) has received all permits licenses or other approvals required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted businesses; and (“c) have not received any notice, demand or claim alleging any actual or potential noncompliance with or liability under any Environmental Permits”) except for any such Environmental Permits that Law or permit, license or approval thereunder and are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions not aware of any such permits and (iv) does not have any liability in connection with any known fact or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as circumstance that would not, individually or in the aggregate, reasonably be expected to have form the basis of any such notice, demand or claim. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has been named as a Material Adverse Effect. The term “Hazardous Materialpotentially responsible party” means (A) any “hazardous substance” as defined in under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of its business, the Partnership Entities Company periodically review reviews the effect of Environmental Laws on their the business, operations and propertiesproperties of the Company and its subsidiaries, in the course of which they identify it identifies and evaluate evaluates associated costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, Laws or any permit, license license, registration or approval, any related constraints on operating activities and any potential liabilities to third parties). On ; on the basis of such review, the Partnership Entities have Company has reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity Except as set forth in Section 3.17 of the Disclosure Letter: (ia) is The Company and its Leased Real Property and operations are in compliance in all material respects with all Environmental Laws. (b) The Company has not allowed any and machinery, equipment, facility or property owned, operated, leased, occupied or used by it, or permitted any such machinery, equipment, facility or property to be used by any other Person, to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process any Hazardous Substance except in compliance in all material respects with all applicable foreignEnvironmental Laws. (d) The Company has received no written notice alleging any Losses under Environmental Law and, federalto Seller’s Knowledge, state and local laws and regulations no facts, circumstances or conditions relating to pollution or arising from the protection of operations of, or any real property currently or formerly owned, operated, leased occupied or used by the environment Company has resulted in or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined result in the Comprehensive Environmental Responsereceipt of such notice. (e) There are no suits, Compensation and Liability Act of 1980actions, as amendedinvestigations or proceedings pending or, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Actto Seller’s Knowledge, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and propertiesthreatened, in which it is alleged that the course Company is potentially responsible for a domestic or foreign federal, provincial, state, municipal or local clean-up or remediation of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws the environment (including, without limitation, surface or subsurface soils, groundwater, surface water, and the ambient air) contaminated with Hazardous Substances, including, without limitation, any capital Hazardous Substances transported or operating expenditures required Released or arranged to be transported or Released by or on behalf of the Company, or for cleanany other remedial or corrective action under an Environmental Law. (f) Seller has made available to Buyer complete and correct copies of all material environmental site assessment reports (collectively, the “Reports”), regarding alleged non-up, closure of properties or compliance with any Environmental Laws, Law or any permit, license or approvalPermit required under Environmental Law, any related constraints on operating activities alleged Loss under Environmental Law, and any potential liabilities to third parties). On the basis Release of such review, the Partnership Entities have reasonably concluded Hazardous Substances or remedial or corrective actions with respect thereto) that such associated costs are in Company’s possession or control and liabilities relating to the Vessels would notownership, individually operation, lease, occupation or in the aggregate, have a Material Adverse Effect. To the knowledge use of the Partnership PartiesCompany’s machinery, the parties to the Charter Agreements possessequipment, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsfacilities and properties.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreignExcept as specifically disclosed on Schedule 8.15, federal, state and local laws and regulations relating to pollution or the protection as of the environment or imposing liability or standards Closing Date: (a) to the best of conduct concerning the useBorrower’s knowledge, handling, storage or management the on-going operations of any Hazardous Materials (as defined below) (“the Borrower and each of its Restricted Subsidiaries comply in all respects with all Environmental Laws”), except such non-compliance which would not (iiif enforced in accordance with applicable law) has received result in liability in excess of $25,000,000 in the aggregate. (b) the Borrower and each of its Restricted Subsidiaries have obtained all permits licenses, permits, authorizations and registrations required of it under applicable any Environmental Laws to conduct its respective businesses as presently conducted Law (“Environmental Permits”) except and necessary for any their respective ordinary course operations, all such Environmental Permits that are in good standing, and the responsibility Borrower and each of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is its Restricted Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits; (c) none of the Borrower, any such permits and (iv) does not have of its Restricted Subsidiaries or any liability in connection of their respective present property or operations, is subject to any outstanding written order from or agreement with any known Governmental Authority, nor subject to any judicial or threatened release into docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Contaminant; and (d) to the environment best of the Borrower’s knowledge, there are no Contaminants or other conditions or circumstances existing with respect to any Hazardous Materialproperty of the Borrower or any Restricted Subsidiary, except in or arising from operations prior to the case Closing Date of each the Borrower or any of clauses (i), (ii), (iii) and (iv) as its Restricted Subsidiaries that would not, individually or in the aggregate, reasonably be expected to have give rise to Environmental Claims with a Material Adverse Effect. The term “Hazardous Material” means potential liability of the Borrower and its Restricted Subsidiaries in excess of $25,000,000 in the aggregate for any such condition, circumstance or property and in addition, (i) neither the Borrower nor any Restricted Subsidiary has any underground storage tanks (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum that are not properly registered or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated permitted under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit(B) that are leaking or disposing of Contaminants off-site, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On (ii) the basis Borrower and its Restricted Subsidiaries have notified all of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge their employees of the Partnership Partiesexistence, if any, of any health hazard arising from the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the conditions of their employment and have met all notification requirements under Title III of CERCLA and all other Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsLaws.

Environmental Laws. Each Partnership Entity Except as set forth on Schedule 3.14 hereto, to the knowledge of Sellers (i) the Owned Real Property is not subject to any material environmental hazards, risks, or liabilities, (ii) Sellers are not in compliance with violation of any and all applicable foreign, federal, state and or local laws and regulations relating statutes, regulations, permits, directives laws, or orders pertaining to pollution or the protection of human health or the environment or imposing liability or standards of conduct concerning the use(collectively, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainincluding, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Materialwithout limitation, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Response Compensation and Liability Act of 1980Act, as amendedamended (“CERCLA”), (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amendedamended (“RCRA”), the Clean Water Act (C) any petroleum or petroleum product“CWA”), the Clean Air Act (D) any polychlorinated biphenyl “CAA”), the Emergency Planning and Community Right to Know Act (“EPCRA”), the Toxic Substances Control Act (“TSCA”), and the Occupational Safety and Health Act (“OSHA”), and (Eiii) no Seller has received any hazardouswritten notice alleging or asserting either a violation of any Environmental Law or an obligation to investigate, toxic chemicalassess, materialremove, waste or substance regulated remediate the Owned Real Property, under or within pursuant to any Environmental Law, or any related claim. No “Hazardous Substances” (which for purposes of this Section 3.14 shall mean and include polychlorinated biphenyls, per-and polyfluoroalkyl substances, asbestos, and any substances, materials, constituents, wastes, or other elements which are included under or regulated by any Environmental Law, including, without limitation, CERCLA, RCRA, the meaning CWA, the CAA, EPCRA, TSCA, and OSHA) have been disposed of on or released or discharged from or onto, or threatened to be released from or onto, the Owned Real Property (including groundwater) by Sellers, or to Sellers’ knowledge, any third party, in violation of or which could give liability under any applicable Environmental Law. In No Seller, nor to Sellers’ knowledge, any prior owners, operators or occupants of the ordinary course Owned Real Property, have allowed any Hazardous Substances to be discharged, possessed, managed, processed, released, or otherwise handled on the Owned Real Property in a manner which is in violation of businessor which could give liability under any Environmental Law, the Partnership Entities periodically review the effect of and Sellers have complied with all Environmental Laws on their business, applicable to any part of the Owned Real Property or operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties)thereto. On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating Notwithstanding anything contained herein to the Vessels would notcontrary, individually or in this Section 3.14 contains the aggregate, have a Material Adverse Effect. To the knowledge exclusive representations and warranties of the Partnership Parties, the parties Sellers with respect to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementshuman health and environmental matters.

Environmental Laws. Each (A) Except as has been disclosed in the Prospectus, the Communities, the properties managed by the Management Company (the "Managed Properties") and any other real property owned, occupied or operated by the Operating Partnership, the Company or any Subsidiary, are presently operated in compliance with all Environmental Laws (as defined below), except where a failure to comply would not, either singly or in the aggregate, result in a Material Adverse Effect. (B) Except as has been disclosed in the Prospectus, there are no Environmental Laws requiring any remediation, clean up, repairs, construction or capital expenditures (other than normal maintenance) with respect to the Communities, the Development Sites or the Managed Properties which would have, either singly or in the aggregate, a Material Adverse Effect. (C) No notices of any violation or alleged violation of any Environmental Laws relating to the Communities, the Managed Properties or the Development Sites or their uses have been received by any of the Operating Partnership, the Company, any Subsidiary or, to the best knowledge of the Operating Partnership, and the Company, by any prior owner, operator or occupant of such properties, except for such violations which would not, either singly or in the aggregate, result in a Material Adverse Effect, and (ii) there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, claims, proceedings or investigations pending or, to the best knowledge of the Operating Partnership Entity and the Company, threatened, relating to the ownership, use, maintenance or operation of the Communities, the Managed Properties or the Development Sites. (D) Except as has been disclosed in the Prospectus, all material permits and licenses required under any Environmental Laws in respect of the operations of the Communities or the Managed Properties have been obtained, and such properties and the owners and operators thereof are in compliance, in all material respects, with the terms and conditions of such permits and licenses. (E) All written reports of environmental surveys, audits, investigations and assessments in the possession or control of the Operating Partnership and the Company relating to the Communities and the Development Sites (the "Environmental Reports") have been disclosed or made available to the Underwriter or its counsel. (F) Except as set forth in the Environmental Reports, no Community, Managed Property or Development Site (i) is in compliance with any and all applicable foreignincluded or, federal, state and local laws and regulations relating to pollution or the protection best knowledge of the environment or imposing liability or standards of conduct concerning Company and the useOperating Partnership, handling, storage or management of any Hazardous Materials proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency (“Environmental Laws”), (iithe "EPA") has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in on the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980Information System database maintained by the EPA as a potential CERCLA removal, as amendedremedial or response site or (ii) is included or, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the best knowledge of the Partnership PartiesCompany, proposed for inclusion on any similar list of potentially contaminated sites pursuant to any other applicable Environmental Law and none of the Operating Partnership, the parties to Company or any Subsidiary has received any written notice from the Charter Agreements possess, EPA or reasonably expect to possess any other Governmental Authority proposing the inclusion of any Community or Managed Property on such list. (G) Except as disclosed in the ordinary course as necessaryEnvironmental Reports, the Environmental Permits that there currently are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsno underground or above-ground storage tanks located on or in any Community, Managed Property or Development Site.

Environmental Laws. Each Partnership Entity Except as disclosed in the General Disclosure Package, the Company, the Guarantors and Grizzly: (i) is are and have been in compliance with any and all applicable foreignfederal, federalregional, state and local laws laws, rules, regulations, ordinances, orders, judgments, settlements, codes and regulations decrees relating to pollution or the protection of human health and safety, natural resources and the environment or imposing liability or legally enforceable standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowhereinafter defined) (“Environmental Laws”), ; (ii) has received have obtained and are in compliance with all permits permits, licenses, registrations, authorizations, exemptions, waivers and other approvals (“Permits”) required of it them under applicable Environmental Laws to conduct its their respective businesses operations as presently conducted (“Environmental Permits”) except for any such Environmental Permits that they are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, currently being conducted; (iii) is in compliance with all terms and conditions have neither received notice nor knowledge of any such permits actual or potential liability under any Environmental Law (“Notice”) including, without limitation, any liability arising out of or in connection with the generation, use, manufacture, refinement, storage, treatment, handling, transportation, disposal, release, or remediation of any Hazardous Materials by the Company, the Guarantors or Grizzly or, to the knowledge of the Company, any of its predecessors in interest and (iv) does are not have party to or affected by any liability pending or, to the knowledge of the Company, threatened action, suit or proceeding alleging that the Company, the Guarantors or Grizzly is in connection with violation of or otherwise liable under any known or threatened release into the environment of any Hazardous MaterialEnvironmental Law, except where such non compliance with Environmental Laws, such failure to obtain and comply with Permits, such Notice, or such involvement in the case of each of clauses (i)or effect by such action, (ii), (iii) and (iv) as suit or proceeding would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect. The term “Hazardous MaterialMaterials” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “solid waste” or “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum hydrocarbons, petroleum products, natural gas or petroleum productoil, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In None of the ordinary course of businessCompany, the Partnership Entities periodically review Guarantors or Grizzly has been notified that any of them is currently named as “potentially responsible party” under the effect Comprehensive Environmental Response, Compensation and Liability Act of Environmental Laws on their business1980, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsamended.

Environmental Laws. Each Partnership Entity (i) is in compliance Obligor complied with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws applicable to conduct the construction and operation of its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements Properties and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Materialbusinesses, except in the case of each of clauses (i), (ii), (iii) and (iv) as where any non-compliance would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) ; to the knowledge of the Borrower, no Obligor has any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely material contingent liability with respect to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for cleannon-up, closure of properties or compliance with Environmental LawsLaws or the generation, handling, use, storage, or any permitdisposal of Materials of Environmental Concern; and, license or approvalwithout limiting the generality of the foregoing, any related constraints on operating activities and any potential liabilities except as would not reasonably be expected to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To : (i) no Obligor has received any Action Request, Violation Notice, summons, complaint, order or other notice that it is not in compliance with, or that any Governmental Authority is investigating its compliance with, Environmental Laws: (ii) no Obligor has knowledge or reason to believe that operations or any Property of or occupied by such Obligor or in such Obligor’s charge, management or control are not in compliance with all applicable Environmental Laws and each of its Properties is free: (A) from contamination by, and there has not been thereon a release, discharge or emission of, any Materials of Environmental Concern which is prohibited, controlled or regulated under any Environmental Law; and (B) of underground storage tanks, landfills, land disposals and dumps; (iii) no Obligor and, to the knowledge of the Partnership PartiesBorrower, no predecessor of an Obligor, have filed any notice, or received notice, under any Applicable Law, including any Environmental Law, indicating past or present treatment, storage or disposal of a Material of Environmental Concern or reporting any spill or release of a Material of Environmental Concern into the parties environment; (iv) no Obligor has any contingent liability of which such Obligor has knowledge or reasonably should have knowledge in connection with any release of any Material of Environmental Concern; (v) no Obligor generates, transports, treats or disposes of any Material of Environmental Concern in any manner which is not in compliance with all applicable Environmental Laws; and (vi) to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility best of the charter parties to obtain pursuant to knowledge of each Obligor, no Person has disposed of any Material of Environmental Concern by placing it in or on the terms ground of the Charter Agreementsany Obligor’s real properties or premises leased by any Obligor.

Environmental Laws. Each Except as described in the most recent Preliminary Prospectus, the Partnership Entity Parties (i) is are in compliance with any and all applicable foreign, federal, state and local laws and regulations laws, regulations, ordinances, rules, orders, judgments, decrees or other legal requirements relating to pollution or the protection of human health and safety, the environment or natural resources or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received have received, and as necessary maintained, all permits required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainbusinesses, (iii) is are in compliance with all terms and conditions of any such permits and (iv) does do not have any liability in connection with any known or threatened the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive and maintain required permits, failure to comply with the terms and conditions of such permits or liability in the case of each of clauses (i), (ii), (iii) and (iv) as would connection with such releases could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A1) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended (“CERCLA”), (B2) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C3) any petroleum or any petroleum product, (D4) any polychlorinated biphenyl and (E5) any pollutant, contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable other Environmental Law. In the ordinary course of business, the No Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, Party has been named as a “potentially responsible party” under CERCLA or any permitother similar Environmental Law, license or approval, except with respect to any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notmatters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess Except as described in the ordinary course as necessarymost recent Preliminary Prospectus, no Partnership Party (A) is a party to any proceeding under Environmental Laws in which a governmental authority is also a party, other than proceedings regarding which it is believed that no monetary penalties in excess of $100,000 will be imposed, (B) has received notice of any potential liability for the disposal or release of any Hazardous Material, except where such liability could not reasonably be expected to have a Material Adverse Effect or (C) anticipates any material capital expenditures relating to Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsLaws.

Environmental Laws. Each To the extent applicable to the Assets, each of the Partnership Entity Entities (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety (to the extent such health and safety relate to exposure to Hazardous Materials, as that term is defined below), the prevention of pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received timely applied for or received, and is in compliance with all permits such received, permits, licenses or other approvals required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions has not received notice of any such permits and (iv) does not have actual or potential liability under any liability in connection with any known or threatened release into the environment of any Hazardous Materialenvironmental law, except where such failure to comply as described in the case of each of clauses (i), ) and (ii)) above, such failure to apply for or receive a permit, license or other approval as described in clause (ii) above, and such receipt of a notice as described in clause (iii) and (iv) as above, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as described in or contemplated in the Disclosure Package and the Prospectus. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of their business, each of the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for remedial clean-up, up or regulatory closure of properties or under Environmental Laws, any compliance with Environmental Laws, Laws or any permit, license or approvalapproval required under Environmental Laws, or any environmental-related constraints on operating activities and any potential liabilities to third partiesparties imposed pursuant to Environmental Laws). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels Assets would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (ia) is Comply with, and cause its Subsidiaries to comply with, and, in each case take reasonable steps to ensure compliance 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 applicable foreignlicenses, federalapprovals, state and local laws and regulations relating to pollution notifications, registrations or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under by applicable Environmental Laws except to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits the extent that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties failure to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does do so would not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means ; (Ab) any “hazardous substance” as defined 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, directives and 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 or except to the extent that such failure to do so would not in the Comprehensive aggregate reasonably be expected to have a Material Adverse Effect; and (c) Defend, indemnify and hold harmless Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses or disbursements 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 ResponseLaw applicable to the operations of Company, Compensation and Liability Act any of 1980, as amended, (B) any “hazardous waste” as defined in its Subsidiaries or the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessPremises, the Partnership Entities periodically review the effect Former Premises or any real property to which Hazardous Materials related to Company or any of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely its Subsidiaries come to be incurred pursuant to such Environmental Laws (located, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys’ and consultants’ fees, investigation and laboratory fees, costs arising from any capital or operating expenditures required for clean-upRemedial Action, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated court costs and liabilities relating litigation expenses, except to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge extent that any of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility foregoing arise out of the charter parties to obtain pursuant to the terms gross negligence or willful misconduct of the Charter Agreementsparty seeking indemnification therefor. The agreements in this Section 7.10(c) shall survive termination of the Commitments and repayment of the Notes and all other Obligations.

Environmental Laws. Each of the Partnership Entity Entities (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the prevention of pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainconducted, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in the case of each of clauses (i), (ii), (iii) and (iv) as connection with such releases would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually singly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity The Company and its Subsidiaries (i) is are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials Environmental Laws (as defined below) (“Environmental Laws”hereinafter defined), (ii) has have received all permits permits, licenses or other approvals required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is are in compliance with all terms and conditions of any such permits permit, license or approval and (iv) does do not have any liability unresolved environmental complaints or issues in connection with any known or threatened release into of the environment of any Hazardous Materialjurisdictions in which they operate where, except in the case of each of the foregoing clauses (i), (ii), (iii) and (iv) as would not), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Further, to the knowledge of the Company, it and its Subsidiaries are not in violation of any applicable anti-dumping laws in the jurisdiction(s) in which it carries out business, where the failure to so comply would reasonably be expected to have in the aggregate a Material Adverse Effect. The term “Hazardous MaterialEnvironmental Laws” means (A) any “hazardous substance” as defined in all federal, state, local or foreign laws relating to pollution or protection of human health or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws environment (including, without limitation, any capital ambient air, surface water, groundwater, land surface or operating expenditures required for clean-upsubsurface strata), closure including, without limitation, laws relating to emissions, discharges, releases or threatened releases of properties or compliance with Environmental Lawschemicals, pollutants, contaminants, or any permittoxic or hazardous substances or wastes (collectively, license “Hazardous Materials”) into the environment, or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities otherwise relating to the Vessels would notmanufacture, individually processing, distribution, use, treatment, storage, disposal, transport or in handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. The Company further undertakes that it shall notify the aggregate, have a Material Adverse Effect. To the knowledge Buyer promptly if it or any of the Partnership Parties, the parties its Subsidiaries were to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsreceive an environmental complaint.

Environmental Laws. Each Partnership Entity (a) (i) is in compliance Comply with all Environmental Laws, and obtain, comply with and maintain any and all applicable foreign, federal, state Environmental Permits necessary for its operations as conducted and local laws as planned; and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received take commercially reasonable efforts to ensure that all permits required of it under its tenants, subtenants, contractors, subcontractors, and invitees comply with all Environmental Laws, and obtain, comply with and maintain any and all Environmental Permits, applicable to any of them insofar as any failure to so comply, obtain or maintain reasonably could be expected to have a Material Adverse Effect. For purposes of this subsection 7.8(a), noncompliance by the Borrower or any of its Restricted Subsidiaries with any applicable Environmental Laws Law or Environmental Permit shall be deemed not to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility constitute a breach of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainthis covenant provided that, (iii) is in compliance with all terms and conditions upon learning of any actual or suspected noncompliance, the Borrower and its Restricted Subsidiaries shall promptly undertake all reasonable efforts to achieve compliance, and provided further that, in any case, such permits non-compliance, and (iv) does not have any liability in connection other noncompliance with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notEnvironmental Law, individually or in the aggregate, could not reasonably be expected to give rise to a Material Adverse Effect or materially and adversely affect the value of any material Property considered for calculation of the Borrowing Base. (b) Comply with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders and directives as to which an appeal or other appropriate action to contest such order or directive has been timely and properly taken in good faith, or where non-compliance could not reasonably be expected to give rise to a Material Adverse Effect. (c) Prior to acquiring any ownership or leasehold interest in real property or other interest in any real property that could give rise to the Borrower being subject to potential significant liability under or violations of any Environmental Law which potential liability or violations, if incurred, could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (Ai) any “hazardous substance” as defined in notify the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl Administrative Agent; and (Eii) any hazardousif requested by the Administrative Agent, toxic chemical, material, waste provide to the Administrative Agent a written report by an environmental consultant reasonably acceptable to the Administrative Agent assessing the presence or substance regulated under or within the meaning potential presence of significant levels of any applicable Materials of Environmental Concern on, under, in, or about the property, or of other conditions that could give rise to potentially significant liability or violations of any Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (a) Except as set forth in Schedule 4.30(a), Target Group has not (i) received any written notice of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there is in compliance with any and all applicable foreignremaining liability; (ii) disposed of, federalemitted, state and local laws and regulations relating to pollution discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the protection of the environment or imposing liability or standards of conduct concerning the usedisposal, handlingdischarge, storage or management release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any Liability or corrective or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of Target Group. (b) Target Group and all of its operations and property have been in material compliance with all applicable Environmental Laws and all real property owned or leased by Target Group have been and will be operated in material compliance with all applicable Environmental Laws. (c) Target Group will use, is using, and has used commercially reasonable efforts to take assignment of or otherwise obtain all Permits, licenses, identification numbers, approvals, registrations or other authorizations required or issued under any Environmental Law necessary for Target’s operations. (d) Target Group is not (i) conducting or actually responsible for (pursuant to any contractual obligation or requirement of any Governmental Entity or Environmental Law) any remediation, reporting, investigation, monitoring or other action or (ii) actually responsible for any liability or cost, in each case of (i) or (ii), relating to the presence or any Release or threatened Release of any Hazardous Materials on any Real Property or other property (as defined below) (“Environmental Laws”including of any soil, groundwater, surface water, sediment, building, or aboveground or subsurface structure, third-party property or formerly owned, operated or leased property), including relating to any sampling, installation or operation of vapor intrusion systems or other remedial systems or the imposition of institutional or engineering controls. Target has not received notice of any allegations that it is responsible for (i) conducting (pursuant to any contractual obligation or requirement of any Governmental Entity or Environmental Law) any remediation, reporting, investigation, monitoring or other action or (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability or cost, in connection with any known or threatened release into the environment of any Hazardous Material, except in the each case of each of clauses (i), ) or (ii), relating to the presence or any Release or threatened Release of any Hazardous Materials on any Real Property or other property (iiiincluding of any soil, groundwater, surface water, sediment, building, or aboveground or subsurface structure, third-party property or formerly owned, operated or leased property), including relating to any sampling, installation or operation of vapor intrusion systems or other remedial systems or the imposition of institutional or engineering controls. (e) Target Group is not subject to any liability for any actual exposure by any Person or damage to any property relating to the Release of any Hazardous Materials and has not received notice of any allegations of liability for such exposure. (ivf) as would notTarget Group has not received any notice, individually demand, letter, claim or request for information indicating that Target Group may be in violation of or, directly or indirectly subject to liability relating to any Environmental Law or the aggregateRelease of any Hazardous Materials. (g) Target Group is not subject to any Order, asset retirement obligation, financial assurance requirement, or indemnity or other agreement with any third party, relating to liability relating to any Environmental Law or the Release of any Hazardous Materials. (h) There are no circumstances or conditions, including the presence of any aboveground or subsurface structures, involving or affecting Target Group or, after acquisition of the Real Property and assignment of leases of the Real Property, any Real Property that could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means result in any claim, liability, investigation or cost of Target Group relating to any Environmental Law, including any restriction on the ownership, use or transfer of or otherwise relating to the Real Property. (Ai) Target Group has made available to Purchaser correct and complete copies of all Permits, reports, studies, assessments, audits, records, sampling data, notices, correspondence, agreements and other information that it has in its care, custody or control relating both to (i) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum Law or petroleum product, (D) any polychlorinated biphenyl Hazardous Materials and (Eii) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitationTarget Group, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsTarget Predecessor, or any permit, license properties currently or approval, formerly owned or operated by any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsthem.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected resulted in material liability to have a Material Adverse Effect. The term “Hazardous Material” means the Company or any of its Subsidiaries, (Ai) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, and possesses and complies, and is in compliance with all applicable Environmental Permits required under such Laws to operate as it currently operates; and (ii) neither the Company nor any “hazardous substance” as defined in Subsidiary has received any written notification alleging that it is liable for, or request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar foreign, state or local Law, concerning any release or threatened release of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect Materials of Environmental Laws on their businessConcern at any location owned or occupied by the Company or any Subsidiary at any time except, operations and propertieswith respect to any such notification or request for information concerning any such release or threatened release, in to the course of which they identify and evaluate costs and liabilities that they believe extent such matter has been fully resolved with the appropriate Governmental Entity without further obligations or liability for the Company or any Affiliate thereof. There are reasonably likely to be incurred pursuant to such no Actions arising under Environmental Laws (includingpending or, without limitationto the Knowledge of the Company, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, threatened against the Company or any permit, license or approval, any related constraints on operating activities and any potential liabilities Subsidiary which could reasonably be expected to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would nothave, individually or in the aggregate, have a Material Adverse Effect. To the knowledge . (b) No Releases of the Partnership PartiesMaterials of Environmental Concern have occurred and no Person has been exposed to any Materials of Environmental Concern at, the parties from, in, to, on, or under any Site and no Materials of Environmental Concern are present in, on, about or migrating to or from any Site that could result in a material liability to the Charter Agreements possessCompany or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries nor any of their respective predecessors nor any entity previously owned by the Company, has transported or arranged for the treatment, storage, handling, disposal, or reasonably expect transportation of any Materials of Environmental Concern to possess any off-Site location which has or could result in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant a material Liability to the terms Company or any of the Charter Agreementsits Subsidiaries.

Environmental Laws. Each Partnership Entity (i) is in compliance with any Except as has not had, and all applicable foreign, federal, state and local laws and regulations relating would not reasonably be expected to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would nothave, individually or in the aggregate, reasonably be expected to have a Bemis Material Adverse Effect. The term “: (i) Bemis and the Bemis Subsidiaries are now, and have been since the Applicable Date, in compliance with all Environmental Laws and Environmental Permits; (ii) neither Bemis nor any Bemis Subsidiary has treated, stored, handled, manufactured, generated, distributed, sold, disposed of or arranged for disposal of, transported, released, exposed any Person to, or owned or operated any property or facility contaminated by, any Hazardous Material” means Substance, in each case as would result in liability under any Environmental Law; (Aiii) neither Bemis nor any “hazardous substance” as defined Bemis Subsidiary has, since the Applicable Date (or earlier to the extent unresolved), received any notice alleging that Bemis or any Bemis Subsidiary may be in violation of or subject to liability, and there is no claim, Proceeding, demand, Lien, Order, investigation or information request pending or, to the Comprehensive knowledge of Bemis, threatened against Bemis or any Bemis Subsidiary, under any Environmental Response, Compensation and Liability Act of 1980, as amended, (B) Law or relating to any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl Hazardous Substances; and (Eiv) neither Bemis nor any hazardous, toxic chemical, material, waste Bemis Subsidiary has assumed or substance regulated under provided an indemnity with respect to any obligation or within the meaning liability of any applicable other Person relating to Environmental Law. In Laws or any Hazardous Substances (excluding any indemnities included in Contracts entered into in the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities business that they believe are reasonably likely not principally related to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third partiesenvironmental liabilities). On Bemis and the basis of such reviewBemis Subsidiaries have made available to Amcor all material environmental assessments, the Partnership Entities have reasonably concluded that such associated costs audits and liabilities reports relating to the Vessels would not, individually current or in the aggregate, have a Material Adverse Effect. To the knowledge former facilities or operations of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits Bemis and each Bemis Subsidiary that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsin their possession or under their reasonable control.

Environmental Laws. Each Partnership Entity (i) is in compliance with any Except as set forth on Schedule 7.14 and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notmatters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (Aa) any “hazardous substance” as defined Holdings and its Subsidiaries are in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with all Environmental Laws, and neither Holdings nor any Subsidiary nor any of the presently owned or leased real property or presently conducted operations, nor, to any of Holdings’ or the Borrowers’ knowledge, its previously owned or leased real property or prior operations, is subject to any claim or liability arising out of or in connection with any (i) any Environmental Law or (ii) Release or threatened Release of a Contaminant. (b) Each of Holdings and its Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, all such permits are in good standing, each of Holdings and its Subsidiaries are in compliance with all terms and conditions of such permits and none of such permits are not, since the Closing Date, subject to any modification or revocation. (c) Neither Holdings nor any of its Subsidiaries, nor to Holdings’s or any permit, license or approval, Borrower’s knowledge any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating its predecessors in interest with respect to the Vessels Real Estate, has stored, treated or Released any hazardous waste or Contaminant, which storage, treatment or Release would not, individually reasonably be expected to result in a claim or in the aggregate, have a Material Adverse Effect. To the knowledge liability under any Environmental Law. (d) None of the Partnership Partiespresent or, to any of Holdings’s or any Borrower’s knowledge, former operations or real estate interests of Holdings or its Subsidiaries is the parties subject of any investigation by any Governmental Authority against or involving Holdings or any of its Subsidiaries evaluating whether any remedial action is needed to the Charter Agreements possess, respond to a Release or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility threatened Release of the charter parties to obtain pursuant to the terms of the Charter Agreementsa Contaminant.

Environmental Laws. Each Partnership Entity (i) Except in each case as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company (x) has complied and is in compliance with any and all applicable foreign, federal, state state, local and local laws foreign laws, rules, regulations, requirements, decisions, judgments, decrees and regulations orders relating to pollution pollution, hazardous or toxic substances, wastes, pollutants, contaminants or the protection of human health or safety, the environment or imposing liability or standards of conduct concerning the usenatural resources (collectively, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), ; (iiy) has received and is in compliance with all permits permits, licenses, certificates or other authorizations or approvals required of it under applicable any Environmental Laws to conduct its respective businesses as presently conducted business; and (“z) has not received notice of any actual or potential liability of the Company, or obligation of the Company under or relating to, or any actual or potential violation of, any Environmental Permits”) except Laws by the Company, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and has no knowledge of any event or condition that would reasonably be expected to result in any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainnotice, (iii) is in compliance with all terms and conditions of any such permits and (ivii) does not have any liability in connection there are no costs or liabilities associated with any known Environmental Laws of or threatened release into relating to the environment of any Hazardous MaterialCompany, except in the case of each of clauses (i), (ii), (iii) and (ivii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means ; and (Aiii) any “hazardous substance” except as defined described in each of the Comprehensive Environmental ResponseRegistration Statement, Compensation the Disclosure Package and Liability Act of 1980, as amendedthe Prospectus, (Bx) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the Company under any “hazardous waste” as defined Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which the Resource Conservation and Recovery Act, as amendedCompany reasonably believes no monetary sanctions of $100,000 or more will be imposed, (Cy) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning Company is not aware of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or facts regarding compliance with Environmental Laws, or any permitliabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, license pollutants or approval#95429626v5 #95429626v9 contaminants, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To , and (z) the knowledge of the Partnership Parties, the parties Company does not anticipate material capital expenditures relating to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the any Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsLaws.

Environmental Laws. Each Partnership Entity (i) is The Company and its subsidiaries (x) are, and at all prior times were, in compliance with any and all applicable foreign, federal, state state, local and local laws foreign laws, rules, regulations and regulations orders relating to pollution or the protection of human health or safety, the environment environment, natural resources, hazardous or imposing liability toxic substances or standards of conduct concerning the usewastes, handlingpollutants or contaminants (collectively, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (iiy) has have received and are in compliance with all permits permits, licenses, certificates or other authorizations or approvals required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted and (“z) have not received notice of any actual or potential liability under or relating to any Environmental Permits”) except Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Permits that are Laws of or relating to the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known Company or threatened release into the environment of any Hazardous Materialits subsidiaries, except in the case of each of clauses (i), (ii), (iii) and (ivii) above, as described in the General Disclosure Package and for any such failure to comply, or failure to receive required permits, licenses, certificates, authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means ; and (Aiii) any “hazardous substance” except as defined described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedGeneral Disclosure Package, (Bx) there are no proceedings that are pending, or that are known to the Company to be contemplated, against the Company or any “hazardous waste” as defined of its subsidiaries under any Environmental Laws in the Resource Conservation and Recovery Actwhich a governmental entity is also a party, as amendedother than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (Cy) any petroleum or petroleum product, (D) any polychlorinated biphenyl the Company and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning its subsidiaries are not aware of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or issues regarding compliance with Environmental Laws, or any permitliabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, license pollutants or approvalcontaminants, any related constraints that would reasonably be expected to have a material effect on operating activities the capital expenditures, earnings or competitive position of the Company and any potential liabilities to third parties). On its subsidiaries and (z) none of the basis of such review, the Partnership Entities have reasonably concluded that such associated costs Company and liabilities its subsidiaries anticipates material capital expenditures relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the any Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsLaws.

Environmental Laws. Each Partnership Entity (i) Neither the Company nor any of the Subsidiaries is in compliance violation, or has received written notice of any violation with respect to, any and all applicable foreignenvironmental, federalsafety or similar law, state and local laws and regulations relating regulation or rule applicable to pollution or the protection business of the environment Company or imposing liability or standards any of conduct concerning the useSubsidiaries, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits violation of law, regulation or rule that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means Company and the Subsidiaries have received all permits, licenses or other approvals required of them under applicable federal and state occupational safety and health and environmental laws, regulations and rules to conduct their respective businesses, and the Company and the Subsidiaries are in compliance with all terms and conditions of any such permit, license or approval, except any such violation of law, regulation or rule, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the SEC Documents, (A) none of the Operating Partnership, the Company, any of the Subsidiaries nor, to the knowledge of the Operating Partnership and the Company, any other owners of the property at any time or any other party has at any time, handled, stored, treated, transported, manufactured, spilled, leaked, or discharged, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, in, under, to or from any real property leased, owned or controlled, including any real property underlying any loan held or to be held by the Company or the Subsidiaries (collectively, the “hazardous substance” as defined Real Property”), other than by any such action taken in compliance with all applicable Environmental Statutes (hereinafter defined) or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (B) the Operating Partnership and the Company do not intend to use the Real Property or any subsequently acquired properties for the purpose of using, handling, storing, treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (C) none of the Operating Partnership, the Company, nor any of the Subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters on or adjacent to the Real Property or any other real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; (D) none of the Operating Partnership, the Company, nor any of the Subsidiaries has received any written notice of, or has any knowledge of any occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under or pursuant to any federal, state or local environmental statute, regulation or rule or under common law, pertaining to Hazardous Materials on or originating from any of the Real Property or any assets described in the SEC Documents or any other real property owned or occupied by any such party or arising out of the conduct of any such party, including without limitation a claim under or pursuant to any Environmental Statute; (E) the Real Property is not included or, to the Company’s and the Operating Partnership’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601-9675 (Bthe “CERCLA”) by the United States Environmental Protection Agency or, to the Operating Partnership’s and the Company’s knowledge, proposed for inclusion on any “hazardous waste” similar list or inventory issued pursuant to any other Environmental Statute or issued by any other Governmental Authority (as defined hereinafter defined); and (F) in the Resource Conservation operation of the Company’s and Recovery Actthe Operating Partnership’s businesses, as amendedthe Company acquires, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning before acquisition of any applicable real property, an environmental assessment of the real property and, to the extent they become aware of any condition that would reasonably be expected to result in liability associated with the presence or release of a Hazardous Material, or any violation or potential violation of any Environmental Law. In the ordinary course of businessStatute, the Company and the Operating Partnership Entities periodically review take all commercially reasonable action necessary or advisable (including any capital improvements) for clean-up, closure or other compliance with such Environmental Statute. There are no costs or liabilities associated with the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred Real Property pursuant to such any Environmental Laws Statute (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with any Environmental Laws, Statute or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To the knowledge None of the Partnership Partiesentities that prepared Phase I or other environmental assessments with respect to the Real Property was employed for such purpose on a contingent basis or has any substantial interest in the Company or any of the Subsidiaries, and none of their directors, officers or employees is connected with the Company or any of the Subsidiaries as a promoter, selling agent, trustee, officer, director or employee. None of the Operating Partnership, the parties Company nor any Subsidiary knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Real Property or any part thereof that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Real Property complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the Charter Agreements possessextent there is a failure to comply, such failure does not materially impair the value of any of the Real Property and will not result in a forfeiture or reversion of title. None of the Operating Partnership, the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Real Property or any part thereof, and none of the Operating Partnership, the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which, individually or in the aggregate, if consummated would reasonably be expected to have a Material Adverse Effect. All liens, charges, encumbrances, claims, or reasonably expect restrictions on or affecting the properties and assets (including the Real Property) of the Operating Partnership or any of the Subsidiaries that are required to possess be described in the ordinary course SEC Documents are disclosed therein. No lessee of any portion of any of the Real Property is in default under any of the leases governing such properties and there is no event which, but for the passage of time or the giving of notice or both would constitute a default under any of such leases, except such defaults that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No tenant under any lease pursuant to which the Operating Partnership or any of the Subsidiaries leases any Real Property has an option or right of first refusal to purchase the premises leased thereunder or the building of which such premises are a part, except as necessarysuch options or rights of first refusal that, individually or in the aggregate, if exercised, would not reasonably be expected to have a Material Adverse Effect. As used herein, “Hazardous Material” includes, without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, regulation or rule including, without limitation, the Environmental Permits that are CERCLA, the responsibility Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sections 1801-1819, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901-6992K, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Sections 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2671, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136-136y, the Clean Air Act, 42 U.S.C. Sections 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Sections 1251-1387, the Safe Drinking Water Act, 42 U.S.C. Sections 300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. Sections 651-678, as any of the charter parties above statutes may be amended from time to obtain time, and in the regulations promulgated pursuant to the terms each of the Charter Agreementsforegoing (individually, an “Environmental Statute” and collectively the “Environmental Statutes”) or by any federal, state or local governmental authority having or claiming jurisdiction over the properties and assets described in the SEC Documents (a “Governmental Authority”).

Environmental Laws. Each Partnership Entity (a) It shall at its sole expense: (i) is in compliance comply and cause its and its subsidiaries’ and Joint Ventures’ Properties and operations to comply with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required the violation of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notwhich could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (Bii) not dispose or permit any “hazardous of its subsidiaries to dispose of or otherwise release any oil, oil and gas waste” as defined in , Hazardous Material or solid waste on, under, about or from any of its or its subsidiaries’ or Joint Ventures’ Property or any other Property to the Resource Conservation and Recovery Act, as amended, (C) extent caused by its or any petroleum of its subsidiaries’ or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessJoint Ventures’ operations, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course disposal or release of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To , (iii) timely obtain or file and cause each of its subsidiaries and Joint Ventures to timely obtain and file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under Environmental Law to be obtained or filed in connection with operation or use of its or its subsidiaries’ or Joint Ventures’ Properties, which failure to obtain or file could, individually or in the knowledge aggregate, reasonably be expected to have a Material Adverse Effect, (iv) promptly commence or cause each of its subsidiaries and Joint Ventures to promptly commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, clean-up, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under Environmental Law because of or in connection with the actual or alleged past, present or future disposal or other release or any oil, oil and gas waste, Hazardous Material or solid waste on, under, about or from any of its or any of its subsidiaries’ or Joint Ventures’ Properties, which failure to commence and diligently prosecute to completion could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) establish and implement and cause each of its subsidiaries and Joint Ventures to establish and implement such procedures as may be necessary to continuously determine and assure that its and its subsidiaries’ and Joint Ventures’ obligations under this Section 5.09(a) are timely and fully satisfied, which failure to establish and implement could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) If a Default caused by reason of a breach of Section 3.20 or Section 5.09(a) shall have occurred and be continuing for more than twenty days after it or its subsidiaries become aware of such Default without it or its subsidiaries commencing activities reasonably likely to cure such Default or otherwise responding to such Default as required by Environmental Laws, then at the reasonable request of the Partnership PartiesAdministrative Agent or the Required Lenders, the parties it will provide or (to the Charter Agreements possessextent it has the power and right) cause its subsidiaries to provide, or reasonably expect to possess in at its expense, an environmental assessment report regarding the ordinary course as necessary, the Environmental Permits matters that are the responsibility subject of the charter parties to obtain pursuant such Default, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the terms Administrative Agent indicating the environmental conditions creating the Default and the estimated cost of any compliance or response to address them; provided, however, that it will not be required to conduct any invasive procedures in connection with any such assessment. If any invasive procedures are performed in connection with any such assessment, it will provide or cause its Subsidiaries to provide information relating to such invasive procedures to the Charter AgreementsAdministrative Agent.

Environmental Laws. Each Partnership Entity (a) (i) is in compliance Comply with all Environmental Laws applicable to it, and obtain, comply with and maintain any and all applicable foreign, federal, state Environmental Permits necessary for its operations as conducted and local laws as planned; and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received take reasonable efforts to ensure that all permits required of it under its tenants, subtenants, contractors, subcontractors, and invitees comply with all Environmental Laws, and obtain, comply with and maintain any and all Environmental Permits, applicable to any of them insofar as any failure to so comply, obtain or maintain reasonably could be expected to adversely affect the Borrower or any of its Subsidiaries. For purposes of this 6.8(a), noncompliance by the Borrower or any of its Subsidiaries with any applicable Environmental Laws Law or Environmental Permit shall be deemed not to conduct its respective businesses constitute a breach of this covenant so long as presently conducted (“Environmental Permits”x) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions upon learning of any such permits actual or suspected noncompliance, the Borrower and any affected Subsidiary shall promptly undertake reasonable efforts to achieve compliance, and (ivy) does not have in any liability in connection case, such non-compliance, and any other noncompliance with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notEnvironmental Law, individually or in the aggregate, could not reasonably be expected to give rise to a Material Adverse Effect or materially and adversely affect the value of the Mortgaged Property, taken as a whole. (b) Promptly comply with all enforceable requirements of all Governmental Authorities regarding Environmental Laws, other than such enforceable requirements as to which appropriate proceedings have been timely and properly taken in good faith so long as the pendency of any and all such proceedings could not reasonably be expected to give rise to a Material Adverse Effect. (c) Prior to acquiring any ownership or leasehold interest in real property, or other interest in any real property (x) involving aggregate value for such property (including improvements thereof) of $2,000,000 or more and (y) that could give rise to Borrower being found an owner, operator, or otherwise subject to potential liability under any Environmental Law (or any entity with such interests in any real property): (i) obtain a written report by an environmental consulting firm reasonably acceptable to the Administrative Agent (an "Environmental Consultant") of the Environmental Consultant's assessment of the presence or potential presence of significant levels of any Materials of Environmental Concern on, in, under, or about such property, or of other conditions that could give rise to potentially significant liability under or violations of Environmental Law relating to such acquisition, and notify the Administrative Agent of such potential acquisition; and (ii) if requested by the Administrative Agent after learning of such potential acquisition, provide such Report to the Administrative Agent, provided that in the event that the Borrower is contractually prohibited from providing any such requested Report prior to the consummation of the applicable acquisition, such Report shall be delivered promptly upon such consummation. The term “Hazardous Material” means Administrative Agent shall have the right, but shall not have any duty, to obtain any such report. (Ad) any “hazardous substance” as defined Promptly upon the Administrative Agent's request if there has occurred or the Administrative Agent reasonably anticipates an Event of Default, permit an environmental consultant whom the Administrative Agent in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely its discretion designates to be incurred pursuant to such Environmental Laws perform an environmental assessment (including, without limitation: reviewing documents; interviewing knowledgeable persons; and sampling and analyzing soil, air, surface water, groundwater, and/or other media in or about property owned or leased by the Borrower or any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Lawsits Subsidiaries, or on which operations of the Borrower or any permitof its Subsidiaries otherwise take place.) Such environmental assessment shall be in form, license or approvalscope, any related constraints on operating activities and any potential liabilities substance satisfactory to third parties)the Administrative Agent. On The Borrower and its Subsidiaries shall cooperate fully in the basis conduct of such reviewenvironmental assessment, and Borrower shall pay the Partnership Entities costs of such environmental assessment immediately upon written demand by the Administrative Agent. The Administrative Agent shall have reasonably concluded that the right, but shall not have any duty, to request and/or obtain such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsenvironmental assessment.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (Except as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (i) the Company and its Subsidiaries hold, and, to the knowledge of the Company, are in compliance with, all Environmental Permits, and the Company and its Subsidiaries are otherwise in compliance with all applicable Environmental Laws and there are no circumstances that might prevent or interfere with such compliance in the future; (ii) none of the Company or any of its Subsidiaries has received any Environmental Claim, and the Company is not aware of any threatened Environmental Claim or of any circumstances, conditions or events that could reasonably be expected to give rise to a Environmental Claim, against the Company or any of its Subsidiaries; (iii) none of the Company or any of its Subsidiaries has entered into or agreed to any consent decree, order or agreement under any Environmental Law, and none of the Company or any of its Subsidiaries is subject to any judgment, decree, order or other requirement relating to compliance with any Environmental Law or to investigation, cleanup, remediation or removal of regulated substances under any Environmental Law; (iv) to the knowledge of the Company, there are no (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedunderground storage tanks, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amendedpolychlorinated biphenyls, (C) any petroleum asbestos or petroleum productasbestos-containing materials, (D) any polychlorinated biphenyl and urea-formaldehyde insulation, (E) sumps, (F) surface impoundments, (G) landfills, (H) sewers or septic systems or (I) other Hazardous Materials present at any hazardousfacility owned, toxic chemicalleased, materialoperated or otherwise used by the Company or any of its Subsidiaries that could reasonably be expected to give rise to a liability of the Company or any of its Subsidiaries under any Environmental Laws; (v) to the knowledge of the Company, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe there are reasonably likely to be incurred pursuant to such Environmental Laws no past (including, without limitation, with respect to assets or businesses formerly owned, leased or operated by the Company or any capital of its Subsidiaries) or operating expenditures required for clean-uppresent actions, closure activities, events, conditions or circumstances, including without limitation the release, threatened release, migration, emission, discharge, generation, treatment, storage or disposal of properties Hazardous Materials, that could reasonably be expected to give rise to a material liability of the Company or compliance with any of its Subsidiaries under any Environmental LawsLaws or any contract or agreement; (vi) no modification, revocation, reissuance, alteration, transfer, or amendment of the Environmental Permits, or any permitreview by, license or approvalapproval of, any related constraints on operating activities and any potential liabilities third party of the Environmental Permits is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or the continuation of the business of the Company or its Subsidiaries following such consummation; (vii) to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership PartiesCompany, Hazardous Materials have not been generated, transported, treated, stored, disposed of, released or threatened to be released at, on, from or under any of the properties or facilities currently or formerly owned, leased or otherwise used by the Company or any of its Subsidiaries, in violation of, or in a manner or to a location that could give rise to a material liability under, any Environmental Laws; and (viii) to the knowledge of the Company, the parties to the Charter Agreements possessCompany and its Subsidiaries have not assumed, contractually or reasonably expect to possess in the ordinary course as necessaryby operation of law, any liabilities or obligations under any Environmental Laws. (b) For purposes of this Agreement, the Environmental Permits that are following terms shall have the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.following meanings:

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

Environmental Laws. Each Partnership Entity The Partnership, each of its subsidiaries, and, to the knowledge of the Partnership, any third party operator of any of the properties on which the Trust holds a net profits interest (the “Underlying Properties”), (i) is is, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any and all applicable governmental authority, including without limitation any international, foreign, federalnational, state and state, provincial, regional, or local laws and regulations authority, relating to pollution or pollution, the protection of human health or safety, the environment environment, or imposing liability natural resources, or standards of conduct concerning to the use, handling, storage storage, manufacturing, transportation, treatment, discharge, disposal or management release of any Hazardous Materials (as defined below) hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”)) applicable to the Partnership or such operator, (ii) has received which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required of it under applicable by Environmental Laws to conduct its respective businesses as presently conducted business, and (“Environmental Permits”ii) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements has not received notice (and that the Partnership Parties reasonably expect such charter parties to obtain, (iiidoes not otherwise have knowledge) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known actual or threatened release into the environment alleged violation of Environmental Laws, or of any Hazardous Materialactual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of each of clauses clause (i), ) or (ii)) where such non-compliance, (iii) and (iv) as would violation, liability, or other obligation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” Except as defined described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedmost recent Preliminary Prospectus, (Ba) there are no proceedings that are pending, or known by the PCEC Parties to be contemplated, against the PCEC Parties or any “hazardous waste” as defined operator of the Underlying Properties under Environmental Laws in the Resource Conservation and Recovery Actwhich a governmental authority is also a party, as amendedother than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (Cb) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning Partnership is not aware of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of issues regarding compliance with Environmental Laws on their businessby it or any operator of the Underlying Properties, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, including any capital pending or operating expenditures required for clean-up, closure of properties or compliance with proposed Environmental Laws, or any permitliabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, license pollutants or approvalcontaminants, any related constraints on operating activities that could reasonably be expected to have a Material Adverse Effect and any potential liabilities to third parties). On the basis of such review, (c) the Partnership Entities have reasonably concluded that such associated costs and liabilities does not anticipate capital expenditures relating to the Vessels would not, individually or in the aggregate, Environmental Laws that could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

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

Environmental Laws. Each Partnership Entity (i) is in compliance with any and Each Project Company (i) has been issued all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection Governmental Approvals required as of the environment or imposing liability or standards time of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) this representation pursuant to Environmental Laws (“Environmental LawsApprovals”)) except to the extent non-issuance of such Governmental Approval could not reasonably be expected to result in a Material Adverse Effect, and (ii) has received all permits no complaint, order, directive, claim, citation or notice by any Governmental Authority (that has not been disclosed to the extent required by the Equity Documents) relating to its then-existing obligations or liabilities with respect to: (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, (E) the presence, use, generation, storage, transportation or disposal of it under applicable or exposure to Hazardous Substances, or (F) other environmental, health or safety matters and, except to the extent such complaint, order, directive, claim, citation or notice by any Governmental Authority could not reasonably be expected to result in a Material Adverse Effect. (ii) Except as set forth on Schedule 4.2(m)(ii), to Sponsor’s Knowledge, there is no pending or threatened action, suit, proceeding or investigation pursuant to Environmental Laws Law by, of or before a Governmental Authority with respect to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of Project, the charter parties under Project Company or the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, Project Site. (iii) is in compliance with all terms and conditions Except as set forth on Schedule 4.2(m)(iii) to this Agreement, none of the Project Companies nor, to Borrower’s Knowledge, any such permits and (iv) does not have any liability in connection with any known Person, has used, released, discharged, generated, manufactured, produced, stored, or threatened release into disposed of in, on, under or about the environment of Sites or transported thereto or therefrom, any Hazardous Material, except Substances in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, a manner that could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means . (Aiv) any “hazardous substance” as defined in Schedule 4.2(m)(iv) to this Agreement discloses to Borrower’s Knowledge, each condition, circumstance, action, activity or event with respect to each Project, each Project Company or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning Sites that is a violation of any applicable Environmental LawLaw or Environmental Approval. In the ordinary course No such condition, circumstance, action, activity or event could reasonably be expected to result in an enforcement of business, the Partnership Entities periodically review the effect of any Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely Law against any Project Company or with regard to be incurred pursuant to such Environmental Laws (including, without limitation, any capital Project or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge . (v) Borrower has Made Available to Lender true and complete copies of the Partnership Partiesall material environmental reports, the parties studies, assessments and audits, and any other material documents and correspondence, in each case relating to the Charter Agreements possess, or reasonably expect to possess environmental matters in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsconnection with each Site.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating Except to pollution or the protection of extent the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws failure to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as do so would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The term “Hazardous Material” means Effect (Ai) comply with all Environmental Laws applicable to it, and obtain, comply with and maintain any “hazardous substance” and all Environmental Permits necessary for its operations as defined in the Comprehensive conducted and as planned; (ii) ensure that all of its tenants, subtenants, contractors, subcontractors and invitees comply with all Environmental ResponseLaws, Compensation and Liability Act obtain, comply with and maintain any and all Environmental Permits, applicable to any of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl them; and (Eiii) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of comply in a timely manner with all orders and lawful directives regarding Environmental Laws on their businessissued to Borrower or any of its Subsidiaries by any Governmental Authority, operations other than such orders and properties, lawful directives as to which an appeal or other challenge has been timely and properly taken in the course of good faith and with respect to which they identify reserves have been taken where necessary in accordance with GAAP. (i) Reasonably and evaluate costs and prudently manage any liabilities or potential liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws Borrower, any of the other Credit Parties, any of their respective operations (including, without limitation, disposal of Hazardous Materials), and any capital properties owned, leased or operating expenditures required for clean-upotherwise operated by any of them, closure may be subject to under all applicable Environmental Laws; and (ii) ensure that Borrower and its Subsidiaries undertake reasonable efforts to identify and evaluate issues of properties or compliance with and liability under Environmental LawsLaws prior to acquiring, directly or indirectly, any ownership or leasehold interest in real property, or other interest in any permitreal property that could reasonably be expected to give rise to Borrower or any of its Subsidiaries being subject to liability under any Environmental Law. (c) At the written request of the Administrative Agent or the Required Lenders, license which request shall specify in reasonable detail the basis therefor, each Credit Party will provide, at such Credit Party’s sole cost and expense, an environmental assessment report concerning any real property on the Closing Date or approvalthereafter owned, leased or otherwise operated by such Credit Party or any of its respective Subsidiaries, prepared by an environmental consulting firm reasonably satisfactory to the Administrative Agent, regarding the presence or absence of Hazardous Materials on, at, under or emanating from such real property and indicating the potential cost of any investigative, removal, remedial or other response action in connection with such Hazardous Materials pursuant to Environmental Law; provided that such request may be properly made only if (i) there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or any of the Required Lenders reasonably believes that the Credit Party or its operations is not in compliance with or otherwise has liability under Environmental Law with respect to such Real Property, or that there has been a release of Hazardous Materials at, on, under of from any such real property, and such noncompliance or release or related constraints on operating activities and any potential liabilities could reasonably be expected to third parties). On form the basis of such reviewa claim pursuant to Environmental Law or to otherwise result in liability under Environmental Law, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notin each case which, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Partnership PartiesEffect (in events listed in this subparagraph, the parties environmental assessment shall focus upon the noncompliance, release or other circumstances, as applicable). If any Credit Party fails to provide the same within 45 days after such proper request is made, the Administrative Agent may order the same, and such Credit Party hereby grants to the Charter Agreements possessAdministrative Agent and the Required Lenders and their agents access to such real property and specifically grants the Administrative Agent and the Required Lenders an irrevocable non-exclusive license, or subject to the rights of tenants, to perform such an assessment, all at such Credit Party’s sole cost and expense; and (d) Provide such information and certifications which the Administrative Agent may reasonably expect request from time to possess time to evidence compliance with this subsection 7.8, to the extent such information is in the ordinary course as necessarypossession, the Environmental Permits that are the responsibility custody or control of the charter parties or is otherwise reasonably available to obtain pursuant to the terms of the Charter Agreementsany Credit Party.

Environmental Laws. Each Partnership Entity (a) It shall at its sole expense: (i) is in compliance comply and cause its and its subsidiaries’ and Joint Ventures’ Properties and operations to comply with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required the violation of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notwhich could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (Bii) not dispose or permit any “hazardous of its subsidiaries to dispose of or otherwise release any oil, oil and gas waste” as defined in , Hazardous Material or solid waste on, under, about or from any of its or its subsidiaries’ or Joint Ventures’ Property or any other Property to the Resource Conservation and Recovery Act, as amended, (C) extent caused by its or any petroleum of its subsidiaries’ or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessJoint Ventures’ operations, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course disposal or release of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To , (iii) timely obtain or file and cause each of its subsidiaries and Joint Ventures to timely obtain and file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under Environmental Law to be obtained or filed in connection with operation or use of its or its subsidiaries’ or Joint Ventures’ Properties, which failure to obtain or file could, individually or in the knowledge aggregate, reasonably be expected to have a Material Adverse Effect, (iv) promptly commence or cause each of its subsidiaries and Joint Ventures to promptly commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, clean-up, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under Environmental Law because of or in connection with the actual or alleged past, present or future disposal or other release of any oil, oil and gas waste, Hazardous Material or solid waste on, under, about or from any of its or any of its subsidiaries’ or Joint Ventures’ Properties, which failure to commence and diligently prosecute to completion could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) establish and implement and cause each of its subsidiaries and Joint Ventures to establish and implement such procedures as may be necessary to continuously determine and assure that its and its subsidiaries’ and Joint Ventures’ obligations under this Section 5.09(a) are timely and fully satisfied, which failure to establish and implement could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) If a Default caused by reason of a breach of Section 3.20 or Section 5.09(a) shall have occurred and be continuing for more than twenty (20) days after it or its subsidiaries become aware of such Default without it or its subsidiaries commencing activities reasonably likely to cure such Default or otherwise responding to such Default as required by Environmental Laws, then at the reasonable request of the Partnership PartiesAdministrative Agent or the Required Lenders, the parties it will provide or (to the Charter Agreements possessextent it has the power and right) cause its subsidiaries to provide, or reasonably expect to possess in at its expense, an environmental assessment report regarding the ordinary course as necessary, the Environmental Permits matters that are the responsibility subject of the charter parties to obtain pursuant such Default, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the terms Administrative Agent indicating the environmental conditions creating the Default and the estimated cost of any compliance or response to address them; provided, however, that it will not be required to conduct any invasive procedures in connection with any such assessment. If any invasive procedures are performed in connection with any such assessment, it will provide or cause its Subsidiaries to provide information relating to such invasive procedures to the Charter AgreementsAdministrative Agent.

Environmental Laws. Each Partnership Entity Except as otherwise described on Schedule 3.21, since January 1, 2008 (ia) each of the Acquired Company Entities has been in material compliance with, and is currently in compliance with, all Environmental Laws and (b) each of the Acquired Company Entities has obtained, maintained, been in material compliance with, and is in compliance with with, all Permits required pursuant to Environmental Laws. Except as otherwise described on Schedule 3.21, since January 1, 2008 (or earlier if unresolved) none of the Acquired Company Entities has received any and all applicable foreignwritten or oral notice, federalreport or other information regarding any actual or alleged material violation of Environmental Laws or any material liabilities arising under Environmental Laws. Except as otherwise described on Schedule 3.21, state and local laws and regulations none of the Acquired Company Entities is subject to any pending, or, to the Knowledge of the Acquired Company Entities, threatened Action relating to pollution or the protection arising under any Environmental Laws. Except as otherwise described on Schedule 3.21, none of the environment Acquired Company Entities or imposing liability any of their respective predecessors or standards of conduct concerning Affiliates has treated, stored, disposed of, arranged for or permitted the usedisposal of, handlingtransported, storage handled, released, or management of exposed any Hazardous Materials (as defined below) (“Environmental Laws”)Person to, (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for or owned or operated any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainproperty or facility contaminated by, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in each case as has given or as would give rise to any material liabilities pursuant to any Environmental Laws. None of the case Acquired Company Entities or any of each of clauses their respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, repaired or distributed products or other items containing Hazardous Materials (iincluding asbestos), (ii), (iii) and (iv) in each case as has given or as would notgive rise to any material liabilities pursuant to any Environmental Laws. Except as otherwise described on Schedule 3.21, individually none of the Acquired Company Entities has assumed, undertaken, provided an indemnity with respect to, or in the aggregateotherwise become subject to, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning material liability of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of other Person relating to Environmental Laws on their business, operations or Hazardous Materials. Sellers and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Acquired Company Entities have reasonably concluded that such associated costs furnished to Purchaser all environmental audits, reports and liabilities other material environmental, health or safety documents relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possessAcquired Company Entities and their respective predecessors and Affiliates, or reasonably expect relating to possess their past or current properties, facilities, or operations, in the ordinary course as necessary, the Environmental Permits each case that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsin their custody or under their reasonable control.

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

Environmental Laws. Each Partnership Entity Except as disclosed in the General Disclosure Package, (i)(A) the Company, the Guarantors and Grizzly (i) is are and have been in compliance with any and all applicable foreignfederal, federalregional, state and local laws laws, rules, regulations, ordinances, orders, judgments, settlements, codes and regulations decrees relating to pollution or the protection of human health and safety, natural resources and the environment or imposing liability or legally enforceable standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowhereinafter defined) (“Environmental Laws”), ; (ii) has received have obtained and are in compliance with all permits permits, licenses, registrations, authorizations, exemptions, waivers and other approvals (“Permits”) required of it them under applicable Environmental Laws to conduct its their respective businesses operations as presently conducted (“Environmental Permits”) except for any such Environmental Permits that they are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, currently being conducted; (iii) is in compliance with all terms and conditions have neither received notice nor knowledge of any such permits actual or potential liability under any Environmental Law (“Notice”) including, without limitation, any liability arising out of or in connection with the generation, use, manufacture, refinement, storage, treatment, handling, transportation, disposal, release, or remediation of any Hazardous Materials by the Company, the Guarantors or Grizzly or, to the knowledge of the Company, any of its predecessors in interest; and (iv) does is not have a party to or affected by any liability pending or, to the knowledge of the Company, threatened action, suit or proceeding alleging that the Company, the Guarantors or Grizzly is in connection with violation of or otherwise liable under any known or threatened release into the environment of any Hazardous MaterialEnvironmental Law, except where such non compliance with Environmental Laws, such failure to obtain and comply with Permits, such Notice, or such involvement in the case of each of clauses (i)or affect by such action, (ii), (iii) and (iv) as suit or proceeding would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect. The term “Hazardous MaterialMaterials” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “solid waste” or “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum hydrocarbons, petroleum products, natural gas or petroleum productoil, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In None of the ordinary course of businessCompany, the Partnership Entities periodically review Guarantors or Grizzly has been notified that any of them is currently named as “potentially responsible party” under the effect Comprehensive Environmental Response, Compensation and Liability Act of Environmental Laws on their business1980, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsamended.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except Except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notmatters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (Aa) any “hazardous substance” as defined Holdings and its Restricted Subsidiaries and each of their respective facilities, locations and operations are and, to the Borrower’s knowledge, within the past three (3) years have been in the Comprehensive compliance with all Environmental ResponseLaws. (b) Each of Holdings and its Restricted Subsidiaries have obtained all permits under Environmental Laws necessary for their current facilities and operations, Compensation all such permits are valid and Liability Act in full force and effect, each of 1980Holdings and its Restricted Subsidiaries are in compliance with all terms and conditions of such permits and none of such permits are, as amendedof the Closing Date, subject to any pending proceedings or other actions (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitationBorrower’s knowledge, any capital threatened proceedings or operating expenditures required other actions) for clean-upmodification or revocation of such permits. (c) (i) Neither Holdings nor any of its Restricted Subsidiaries, closure nor to Holdings’ or the Borrower’s knowledge any of properties its predecessors in interest with respect to the Real Estate, has stored, treated or released any Contaminant except in compliance with Environmental LawsLaws at any location, (ii) neither Holdings nor any Restricted Subsidiary nor any of the presently owned or leased Real Estate or presently conducted operations, nor, to any of Holdings’ or the Borrower’s knowledge, its previously owned or leased Real Estate or prior operations, is subject to any pending proceeding or other action under any Environmental Law, and (iii) neither Borrower nor Holdings has any knowledge of any threatened proceeding or reasonable basis for, any alleged non-compliance, claim or liability arising out of or in connection with any Environmental Law (including from any Release or threatened Release of a Contaminant). (d) None of the present or, to Holdings or the Borrower’s knowledge, former operations, and none of the real estate interests of Holdings or any permitof its Restricted Subsidiaries, license is subject to any investigation by any Governmental Authority against or approval, involving Holdings or any related constraints on operating activities and of its Restricted Subsidiaries evaluating whether any potential liabilities remedial action is needed to third parties). On the basis respond to a Release or threatened Release of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsContaminant.

Environmental Laws. Each Partnership Entity (a) Avis will, and will cause each of its Subsidiaries to, (i) is in comply substantially with, and require substantial compliance by all tenants, subtenants and contractors with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants and contractors obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased from, or operated by any Credit Party. (b) Avis will, and will cause each of its Subsidiaries to, 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 applicable Environmental Laws; and promptly comply with all orders and directives of all Governmental Authorities regarding Environmental Laws, (i) except where non-compliance with any and all applicable foreign, federal, state and local laws and regulations relating such order or directive could not reasonably be expected to pollution have a Material Adverse Effect or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for other than any such Environmental Permits that are order or directive as to which an appeal or other appropriate contest is or has been timely and properly taken, is being diligently pursued in good faith, and as to which appropriate reserves have been established in accordance with GAAP, and, if the responsibility effectiveness of such order or directive has not been stayed, the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect pendency of such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does appeal or other appropriate contest could not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means . (Ac) any “hazardous substance” Avis will, and will cause each of its Subsidiaries to, maintain, update as defined appropriate, and implement in the Comprehensive Environmental Response, Compensation all material respects an ongoing program to ensure that all their respective properties and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation operations are regularly and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they reasonably reviewed by competent professionals to identify and evaluate costs promote compliance with and to reasonably and prudently manage any liabilities or potential liabilities under any Environmental Law that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (may affect any of the Credit Parties, including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to: discharges to air and water; acquisition, transportation, storage and use of hazardous materials; waste disposal; repair, maintenance and improvement of properties; employee health and safety; species protection; and recordkeeping (the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the "Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsProgram").

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowherein) (“Environmental Laws”), (ii) has have received all permits required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Covered Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is are in compliance with all terms and conditions of any such permits and (iv) does do not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Covered Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Covered Agreements.

Environmental Laws. Each Partnership (a) To the Company's knowledge, neither the Company nor any of its Subsidiaries is the subject of any pending or threatened actions, causes of action, claims, investigations, or proceedings ("Litigation") (whether civil, criminal, administrative or arbitral) by any Governmental Entity (i) is in or other person alleging liability or damages under or non-compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials Environmental Law (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notwhich, individually or in the aggregate, reasonably be expected to have has a Material Adverse Effect. The term “Hazardous Material” means Effect on the Company; (Ab) any “hazardous substance” as defined neither the conduct nor the operation of the Company or its Subsidiaries violates or has in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of past violated any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Law or applicable Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws Decree (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would as defined below) except as does not, individually or in the aggregate, have a Material Adverse Effect. To Effect on the Company; and (c) to the knowledge of the Partnership PartiesCompany, there is not now on, in or under any property owned, leased or operated by the Company or any of its Subsidiaries any of the following: (1) underground storage tanks or surface impoundments, (2) asbestos-containing materials, (3) polychlorinated biphenyls, or (4) other "Hazardous Substances" (as such term is defined under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601, et seq., as amended as of the date hereof) ("Hazardous Substances") or petroleum products, in each case which would reasonably be expected to form the basis of liability or other obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws, except for such liabilities or obligations which do not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used herein, the parties term "Environmental Laws" means any Laws, and the term "Environmental Decrees" means any Decrees, in each case, relating to pollution or protection of the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), natural resources or occupational health and safety (including, without limitation, those relating to the Charter Agreements possessuse, storage, treatment, disposal or reasonably expect to possess in the ordinary course as necessarytransport of Hazardous Substances, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementspetroleum products, pollutants, contaminants or solid or hazardous wastes or odors).

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) Except as would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its Subsidiaries comply and have in the past five years complied with all applicable Environmental Laws, and possess and comply, and have complied, with all applicable Environmental Permits required under such Laws to operate the businesses of the Company and its Subsidiaries as currently operated; (ii) there are no, and there have not been any, Materials of Environmental Concern at any property currently or, to the Knowledge of the Company, formerly owned or operated by the Company or its Subsidiaries, under circumstances that have resulted in or are reasonably likely to result in liability of the Company or its Subsidiaries under any applicable Environmental Laws; (iii) none of the Company or any of its Subsidiaries has received any written notification alleging that it is liable, or request for information, pursuant to any applicable Environmental Law, concerning any release, threatened release of, or exposure to, any Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been fully resolved with the appropriate Governmental Entity or Person, and (iv) none of the Company or any of its Subsidiaries has received any written notice regarding any actual or alleged violation of any Environmental Laws or Environmental Permits, including a notice of violation, a notice of non-compliance, or notice of requirements. There are no Actions arising under Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would nothave, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties. (b) Notwithstanding any other representations and warranties in this Agreement, the parties representations and warranties in this Section 3.15 are the only representations and warranties in this Agreement with respect to the Charter Agreements possessEnvironmental Laws, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility or Materials of the charter parties to obtain pursuant to the terms of the Charter AgreementsEnvironmental Concern.

Environmental Laws. Each Partnership Entity Except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, (i) is the Company and its subsidiaries (x) are, and at all prior times were, in compliance with any and all applicable foreign, federal, state state, local and local laws foreign laws, rules, regulations, requirements, decisions, orders and regulations other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment environment, natural resources, hazardous or imposing liability toxic substances or standards of conduct concerning the usewastes, handlingpollutants or contaminants (collectively, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (iiy) has have received and are in compliance with all permits permits, licenses, certificates or other authorizations or approvals required of it them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability (including, without limitation, such liability of a third party which could reasonably be expected to adversely affect the Company or any of its respective businesses as presently conducted (“subsidiaries) under or relating to any Environmental Permits”) except Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainnotice, (iii) is in compliance with all terms and conditions of any such permits and (ivii) does not have any liability in connection there are no costs or liabilities associated with any known Environmental Laws of or threatened release into relating to the environment of any Hazardous MaterialCompany or its subsidiaries, except in the case of each of clauses (i), (ii), (iii) and (ivii) as would notabove, individually for any such failure to comply, or in the aggregatefailure to receive required permits, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Responselicenses or approvals, Compensation and Liability Act of 1980or cost or liability, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge ; and (iii) except as described in each of the Partnership PartiesRegistration Statement, the parties to General Disclosure Package and the Charter Agreements possessProspectus, (x) there are no proceedings that are pending, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are known to be contemplated, against the responsibility Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the charter parties to obtain pursuant to the terms Company and its subsidiaries, and (z) none of the Charter AgreementsCompany and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Environmental Laws. (A) Each Partnership Entity (i) of the Company and each of its subsidiaries is in compliance in all material respects with any and all applicable foreignrules, federal, state and local laws and regulations regulation relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handlingtreatment, storage and disposal of toxic substances and protection of health or management of any Hazardous Materials (as defined below) the environment (“Environmental Laws”), ) which are applicable to its business; (iiB) neither the Company nor its subsidiaries has received any notice from any governmental authority or third party of an asserted claim under Environmental Laws; (C) each of the Company and each of its subsidiaries has received all permits permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements business and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits permit, license or approval; (D) to the Company’s knowledge, no facts currently exist that will require the Company or any of its subsidiaries to make future material capital expenditures to comply with Environmental Laws; and (ivE) does not have any liability in connection with any known no property which is or threatened release into has been owned, leased or occupied by the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) Company or its subsidiaries has been designated as would not, individually or in the aggregate, reasonably be expected a Superfund site pursuant to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and of Liability Act of 1980, as amendedamended (42 U.S.C. Section 9601, et. seq.) (B) “CERCLA”), or otherwise designated as a contaminated site under applicable state or local law. Neither the Company nor any of its subsidiaries has been named as a “hazardous wastepotentially responsible party” as defined in under the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental LawCERCLA 1980. In the ordinary course of its business, the Partnership Entities Company periodically review reviews the effect of Environmental Laws on their the business, operations and propertiesproperties of the Company and its subsidiaries, in the course of which they identify the Company identifies and evaluate evaluates associated costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have Company has reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually singly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any The Company and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection each of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) Subsidiaries is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by the Company and each of its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions of any such permits and (iv) does thereof), except where failure to be in compliance would not have a Material Adverse Effect on the Company. Neither the Company nor any liability of its Subsidiaries has received any written communication from a Governmental Entity alleging that the Company or any of its Subsidiaries is not in connection with any known or threatened release into the environment such compliance, other than such events of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) noncompliance as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means . (Ab) There is no Environmental Claim pending or, to the knowledge of the Company, threatened against the Company or any “hazardous substance” as defined in of its Subsidiaries or, to the Comprehensive knowledge of the Company, against any person or entity whose liability for any Environmental ResponseClaim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law which would reasonably be expected to have a Material Adverse Effect on the Company. (c) There are no past or present actions, Compensation and Liability Act of 1980activities, as amendedcircumstances, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Actconditions, as amendedevents or incidents, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, the Release or presence of any capital or operating expenditures required for clean-upHazardous Materials, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities which would reasonably be expected to third parties). On form the basis of such reviewany Environmental Claim against the Company or any of its Subsidiaries or, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels knowledge of the Company, against any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has or would notreasonably be expected to have retained or assumed either contractually or by operation of law which, individually or in the aggregateany case, would reasonably be expected to have a Material Adverse Effect. To Effect on the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsCompany.

Environmental Laws. Each Partnership Entity (a) Except as disclosed on Schedule 2.19, (i) is the Division Assets and the Division have been operated by Seller and each of its Affiliates in compliance in all material respects with any and all applicable foreignEnvironmental Laws including, federalwithout limitation, state obtaining and local laws complying with all material Authorizations required for the occupation and regulations relating to pollution use of their respective properties and facilities, (ii) there has been no production, generation, storage, treatment, Release, disposal or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management arrangement for disposal of any Hazardous Materials in a manner that has given or would give rise to any material liabilities or obligations (as defined belowcontingent or otherwise) (“Environmental Laws”), (ii) has received all permits required of it under applicable pursuant to Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for at, in, on, under, about or from any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainReal Properties by or on behalf of Seller or any of its Affiliates, (iii) is in compliance with all terms and conditions there has been no production, generation, storage, treatment, Release or disposal of any such permits and Hazardous Materials in a manner that has given or would give rise to any material liabilities or obligations (contingent or otherwise) pursuant to Environmental Laws by or on behalf of Seller or any of its Affiliates at any other Division site, (iv) does not have to Seller's Knowledge, there are no storage tanks or electrical equipment containing polychlorinated biphenyls on the Real Properties, or any asbestos-containing materials on the Real Properties and (v) neither Seller nor any of its Affiliates has received, nor is aware of, any notice, report or other information regarding any violation of, or any liability (contingent or otherwise) or investigatory, corrective or remedial obligation under, any Environmental Laws with respect to their or their predecessors' past or current operations, properties or facilities to the extent it would result in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental ResponseSeller and its Affiliates have made available to Purchaser all environmental audits, Compensation reports and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum other material environmental documents relating to their or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste their predecessors' past or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and current properties, in the course of which they identify and evaluate costs and liabilities facilities or operations that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge constitute part of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits Division Assets that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsin their possession or under their reasonable control.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection Except as set forth on Schedule 6.10 of the environment or imposing liability or standards of conduct concerning the useXxxxxx Disclosure Schedules, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) and except for any such Environmental Permits matters that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does would not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect. The term “Hazardous Material” means : (Aa) Each of the Xxxxxx Entities is in compliance with Environmental Laws; (b) All Permits required under Environmental Laws in connection with the business and operations of the Xxxxxx Entities have been duly obtained or filed and are valid and currently in full force and effect and there are no Proceedings pending to revoke or limit any “hazardous substance” of such Permits; (c) None of the Xxxxxx Entities nor any of their properties or operations are subject to any pending or, to the Knowledge of Xxxxxx, threatened Proceeding pursuant to Environmental Laws, nor has any Xxxxxx Entity received any written notice of violation, noncompliance, or enforcement or any notice of actual or alleged investigation or remediation from any Governmental Authority pursuant to Environmental Laws (including designation as defined in a potentially responsible party under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended); (d) There has been no Release of a Hazardous Substance on or from any of the properties of the Xxxxxx Entities or from or in connection with the operation of the business of the Xxxxxx Entities in a manner that would reasonably be expected to give rise to any response cost, or remedial or corrective action obligations pursuant to Environmental Laws; and (Ce) any petroleum or petroleum productTo the Knowledge of Xxxxxx, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning there has been no exposure of any applicable Environmental LawPerson or property to any Hazardous Substances in connection with the business or operations of the Xxxxxx Entities that would reasonably be expected to form the basis of a material claim for damages or compensation. In This Section 6.10 contains the ordinary course sole and exclusive representations of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely NMD Parties with respect to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities Hazardous Substances and any potential liabilities to third parties). On environmental matters regarding the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Xxxxxx Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or Promptly notify the protection Administrative Agent upon an Authorized Officer of the environment applicable Borrower becoming aware of any violation or imposing potential violation or non-compliance with, or liability or standards of conduct concerning the usepotential liability under, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainwhich, (iii) is in compliance when taken together with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, other pending violations could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in , and promptly furnish to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning Administrative Agent all notices of any applicable Environmental Law. In the ordinary course of businessnature which such Borrower may receive from any Governmental Authority or other Person with respect to any violation or potential violation or non-compliance with, the Partnership Entities periodically review the effect of or liability or potential liability under any Environmental Laws on their business, operations and propertieswhich, 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 any other Person under the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance applicable Borrower’s control with all Environmental Laws, or any permitand obtain and comply in all respects with and maintain and use reasonable efforts to ensure that all tenants, license or approval, any related constraints on operating activities subtenants and any potential liabilities other Person under such Borrower’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 third parties). On the basis do so could not reasonably be expected to 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 such reviewall Governmental Authorities, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating except where failure to the Vessels would not, individually or in the aggregate, do so could not have a Material Adverse Effect. To Any order or directive whose lawfulness is being contested in good faith by appropriate proceedings shall be considered a lawful order or directive when such proceedings, including any judicial review of such proceedings, have been finally concluded by the knowledge issuance of a final non-appealable order; provided, however, that the appropriate Borrower when contesting the lawfulness of any such directive 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 deemed necessary. (d) 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 related to: (i) any act or omission of the Partnership Partiesapplicable Borrower arising under or related to Environmental Laws or Hazardous Materials, (ii) the violation of or noncompliance by the applicable Borrower 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 the applicable Borrower or any property currently or formerly owned, operated, occupied or leased by such Borrower, or any environmental liability related in any way to such Borrower or any of its Subsidiaries, (iv) any breach of any representation, or violation of any covenant, made hereunder relating to Environmental Laws or Hazardous Materials, or (v) any orders, requirements or demands of Governmental Authorities or any other Persons related thereto, including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses, 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 non-appealable judgment of a court of competent jurisdiction, (y) any claims, demand, penalties, fines, liabilities, settlements, damages, costs and expenses against an indemnified party by the applicable Borrower in which (but only to the extent that) such Borrower is the prevailing party (i.e., the parties to the Charter Agreements possessparty in whose favor a monetary award is issued), or reasonably expect to possess (z) acts or omissions of any indemnified party in the ordinary course as necessary, the Environmental Permits that are the responsibility possession or control of the charter parties to obtain pursuant to the terms of the Charter Agreementsany such assets.

Environmental Laws. Each Partnership Entity The Company and/or CWH has received and reviewed environmental reports or other environmental information on each Initial Property. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus: (i) is the Initial Properties are in compliance with, and neither the Company nor any of its subsidiaries has any liability with respect to the Initial Properties under, applicable Environmental Laws (as defined below) except for such non-compliance or liability which would not result in a Material Adverse Effect; (ii) neither the Company nor any and all applicable foreignof its subsidiaries has at any time released (as such term is defined in Section 101 (22) of CERCLA (as defined below)) or otherwise disposed of or handled, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”)on, (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) or from any Initial Property, except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements releases, disposals and that the Partnership Parties handlings as would not be reasonably expect such charter parties likely to obtain, result in a Material Adverse Effect; (iii) is in compliance with all terms and conditions neither the Company nor any of its subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters (including, but not limited to, groundwater and surface water) on, beneath or adjacent to any Initial Property, other than such permits and matters as would not be reasonably likely to result in a Material Adverse Effect; (iv) does not have neither the Company nor any liability in connection with of its subsidiaries has received any known written notice of, or threatened release into the environment has any knowledge of any Hazardous Materialoccurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to any Initial Property or arising out of the conduct of the business of the Company or any of its subsidiaries at the Initial Properties, except for such claims that would not be reasonably likely to result in a Material Adverse Effect or that would not be required to be disclosed in the case Registration Statement, the General Disclosure Package or the Prospectus; (v) none of each of clauses the Initial Properties is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency (i)the “EPA”) or on any similar list or inventory issued by any other federal, (ii)state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law, (iii) other than such inclusions or proposed inclusions as would not be reasonably likely to result in a Material Adverse Effect; and (ivvi) there are no pending administrative, regulatory or judicial actions, suits, demands, claims, notices of noncompliance or violation, investigations or proceedings relating to any applicable Environmental Law against the Company, any of its subsidiaries or the Initial Properties, other than as would not, individually or not be reasonably likely to result in the aggregate, reasonably be expected to have a Material Adverse Effect. The term As used herein, “Hazardous Material” means (A) shall include, without limitation, any “flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous substance” wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, mold or any hazardous material as defined in by or regulated under any Environmental Law. As used herein, “Environmental Law” (individually, an “Environmental Law” and collectively “Environmental Laws”) shall mean any applicable foreign, federal, state or local law (including statute or common law), ordinance, rule, regulation, or judicial or administrative order, consent decree or judgment relating to the protection of human health (with respect to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 (B) any “hazardous waste” as defined in CERCLA”), the Resource Conservation and Recovery Hazardous Materials Transportation Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law49 U.S.C. Secs. In the ordinary course of business5101-5127, the Partnership Entities periodically review Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the effect Emergency Planning and Community Right-to-Know Act of Environmental Laws on their business1986, operations 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and propertiesRodenticide Act, in 7 U.S.C. Secs. 136-136y, the course Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of which they identify the above statutes may be amended from time to time, and evaluate costs and liabilities that they believe are reasonably likely to be incurred the regulations promulgated pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsforegoing.

Environmental Laws. Each Partnership Entity Except as set forth in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses: (i) each of the Company and the Material Subsidiaries is in compliance in all material respects with any and all applicable foreign, federal, state provincial, state, municipal and local laws laws, statutes, ordinances, bylaws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the "Environmental Laws") relating to pollution or the protection of the environment environment, occupational health and safety or imposing liability or standards of conduct concerning the processing, use, handlingtreatment, storage storage, disposal, discharge, transport or management handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance, including any uranium or derivatives thereof (the "Hazardous Materials (as defined below) (“Environmental Laws”Substances"), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any where such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in non-compliance with all terms and conditions of any such permits and (iv) does would not have any liability in connection with any known or threatened release into the environment of any Hazardous Materiala Material Adverse Effect, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, either individually or in the aggregate; (ii) each of the Company and the Material Subsidiaries has obtained all licenses, reasonably permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the "Environmental Permits") necessary as at the date hereof for the operation of the businesses carried on or proposed to be expected commenced by the Company and the Material Subsidiaries, other than those Environmental Permits that are routine in nature and anticipated to be obtained in the ordinary course or where failure to obtain the Environmental Permit would not have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined , and each Environmental Permit is valid, subsisting and in good standing and to the Comprehensive Environmental Response, Compensation and Liability Act knowledge of 1980, as amended, (B) any “hazardous waste” as defined the Company neither the Company nor the Material Subsidiaries is in the Resource Conservation and Recovery Act, as amended, (C) any petroleum default or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning breach of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of Permit which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To , and no proceeding is pending or, to the knowledge of the Partnership PartiesCompany or the Material Subsidiaries, threatened, to revoke or limit any Environmental Permit which would have a Material Adverse Effect; (iii) neither the parties Company nor the Material Subsidiaries has used, except in compliance with all Environmental Laws and Environmental Permits, and other than as may be incidental to mineral resource exploration, development, mining, recovery, processing or milling, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance except where such non-compliance would not result in a Material Adverse Effect; and (iv) neither the Charter Agreements possessCompany nor the Material Subsidiaries (including, if applicable, any predecessor companies) has received any notice of, or reasonably expect been prosecuted for an offence alleging, non-compliance with any Environmental Law that would have a Material Adverse Effect, and neither the Company nor the Material Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance that would have a Material Adverse Effect short of prosecution. There are no orders or directions relating to possess in the ordinary course as necessaryenvironmental matters requiring any material work, the Environmental Permits that are the responsibility repairs, construction or capital expenditures to be made with respect to any of the charter parties to obtain pursuant to the terms assets of the Charter AgreementsCompany or the Material Subsidiaries, nor has the Company or the Material Subsidiaries received notice of any of the same; and (v) neither the Company nor the Material Subsidiaries has received any notice wherein it is alleged or stated that the Company or the Material Subsidiaries is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws and which could result in a Material Adverse Effect. Neither the Company nor the Material Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites.

Environmental Laws. Each Partnership Entity To the Corporation’s knowledge (i) neither the Corporation, nor any Corporation Subsidiary, is in compliance with violation of any and all applicable foreign, federal, state and local laws and regulations provincial, state, local, municipal or foreign Law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or the protection of human health, the environment (including ambient air, surface water, groundwater, land surface or imposing liability subsurface strata) or standards wildlife, including Laws relating to the release or threatened release of conduct concerning chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, handlingtreatment, storage storage, disposal, transport or management handling of any Hazardous Materials (as defined below) (collectively, “Environmental Laws”)) except where such violations would not be reasonably expected, on an individual or aggregate basis, to have a Material Adverse Effect, (ii) the applicable Corporation Subsidiary has received all permits permits, authorizations and approvals required of it under any applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are with the responsibility of the charter parties under the Charter Agreements and understanding that the Partnership Parties Corporation has applied for and anticipates receiving the environmental permit for the Iberian Belt West Project) and there has been full compliance with their requirements, except where the failure to have such permits, authorizations and approvals would not reasonably expect such charter parties be expected, on an individual or aggregate basis, to obtainhave a Material Adverse Effect, and (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known there are no pending or threatened release into administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the environment of Corporation or any Hazardous MaterialCorporation Subsidiary which, except in the case of each of clauses (i)if determined adversely, (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Other than for ongoing legislative reporting, there are no environmental audits, evaluations, assessments, studies or tests that were commissioned by the Corporation or any Corporation Subsidiary respecting the business, operations, properties or facilities of the Corporation or any Corporation Subsidiary or in which it has a direct or indirect economic interest. The term “Hazardous Material” means Mining Claims are not located in any environmental conservation unit, whether ‘full protection units’ or ‘sustainable use units’, nor in their buffer zones, or in Aboriginal protection areas. There is no tailings dam (Aor water dam) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of areas covered by the Mining Claims. The Mining Claims are not located within any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws tailings (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementswater) dam rescue zones.

Environmental Laws. Each of the Partnership Entity and the Material Subsidiaries (i) is in compliance with any and all applicable foreign, federalFederal, state and local laws and regulations relating to the prevention of pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it them under applicable Environmental Laws to conduct its their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainconducted, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in the case of each of clauses (i), (ii), (iii) and (iv) as connection with such releases would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities and the Material Subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities and the Material Subsidiaries have reasonably concluded that such associated costs and liabilities relating would not reasonably be expected to the Vessels would nothave, individually singly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (i) Neither the Company nor any of the Subsidiaries is in compliance violation, or has received written notice of any violation with respect to, any and all applicable foreignenvironmental, federalsafety or similar law, state and local laws and regulations relating regulation or rule applicable to pollution or the protection business of the environment Company or imposing liability or standards any of conduct concerning the useSubsidiaries, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits violation of law, regulation or rule that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means Company and the Subsidiaries have received all permits, licenses or other approvals required of them under applicable federal and state occupational safety and health and environmental laws, regulations and rules to conduct their respective businesses, and the Company and the Subsidiaries are in compliance with all terms and conditions of any such permit, license or approval, except any such violation of law, regulation or rule, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Shelf Registration Statement or the SEC Documents, (A) none of the Operating Partnership, the Company, any of the Subsidiaries nor, to the knowledge of the Operating Partnership and the Company, any other owners of the property at any time or any other party has at any time, handled, stored, treated, transported, manufactured, spilled, leaked, or discharged, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, in, under, to or from any real property leased, owned or controlled, including any real property underlying any loan held or to be held by the Company or the Subsidiaries (collectively, the “hazardous substance” as defined Real Property”), other than by any such action taken in compliance with all applicable Environmental Statutes (hereinafter defined) or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (B) the Operating Partnership and the Company do not intend to use the Real Property or any subsequently acquired properties for the purpose of using, handling, storing, treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (C) none of the Operating Partnership, the Company, nor any of the Subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters on or adjacent to the Real Property or any other real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; (D) none of the Operating Partnership, the Company, nor any of the Subsidiaries has received any written notice of, or has any knowledge of any occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under or pursuant to any federal, state or local environmental statute, regulation or rule or under common law, pertaining to Hazardous Materials on or originating from any of the Real Property or any assets described in the Shelf Registration Statement or the SEC Documents or any other real property owned or occupied by any such party or arising out of the conduct of any such party, including without limitation a claim under or pursuant to any Environmental Statute; (E) the Real Property is not included or, to the Company’s and the Operating Partnership’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601-9675 (Bthe “CERCLA”) by the United States Environmental Protection Agency or, to the Operating Partnership’s and the Company’s knowledge, proposed for inclusion on any “hazardous waste” similar list or inventory issued pursuant to any other Environmental Statute or issued by any other Governmental Authority (as defined hereinafter defined); and (F) in the Resource Conservation operation of the Company’s and Recovery Actthe Operating Partnership’s businesses, as amendedthe Company acquires, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning before acquisition of any applicable real property, an environmental assessment of the real property and, to the extent they become aware of any condition that would reasonably be expected to result in liability associated with the presence or release of a Hazardous Material, or any violation or potential violation of any Environmental Law. In the ordinary course of businessStatute, the Company and the Operating Partnership Entities periodically review take all commercially reasonable action necessary or advisable (including any capital improvements) for clean-up, closure or other compliance with such Environmental Statute. There are no costs or liabilities associated with the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred Real Property pursuant to such any Environmental Laws Statute (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with any Environmental Laws, Statute or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To the knowledge None of the Partnership Partiesentities that prepared Phase I or other environmental assessments with respect to the Real Property was employed for such purpose on a contingent basis or has any substantial interest in the Company or any of the Subsidiaries, and none of their directors, officers or employees is connected with the Company or any of the Subsidiaries as a promoter, selling agent, trustee, officer, director or employee. None of the Operating Partnership, the parties Company nor any Subsidiary knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Real Property or any part thereof that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Real Property complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the Charter Agreements possessextent there is a failure to comply, such failure does not materially impair the value of any of the Real Property and will not result in a forfeiture or reversion of title. None of the Operating Partnership, the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Real Property or any part thereof, and none of the Operating Partnership, the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which, individually or in the aggregate, if consummated would reasonably be expected to have a Material Adverse Effect. All liens, charges, encumbrances, claims, or reasonably expect restrictions on or affecting the properties and assets (including the Real Property) of the Operating Partnership or any of the Subsidiaries that are required to possess be described in the ordinary course SEC Documents are disclosed therein. No lessee of any portion of any of the Real Property is in default under any of the leases governing such properties and there is no event which, but for the passage of time or the giving of notice or both would constitute a default under any of such leases, except such defaults that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No tenant under any lease pursuant to which the Operating Partnership or any of the Subsidiaries leases any Real Property has an option or right of first refusal to purchase the premises leased thereunder or the building of which such premises are a part, except as necessarysuch options or rights of first refusal that, individually or in the aggregate, if exercised, would not reasonably be expected to have a Material Adverse Effect. As used herein, “Hazardous Material” includes, without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, regulation or rule including, without limitation, the Environmental Permits that are CERCLA, the responsibility Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sections 1801-1819, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901-6992K, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Sections 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2671, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136-136y, the Clean Air Act, 42 U.S.C. Sections 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Sections 1251-1387, the Safe Drinking Water Act, 42 U.S.C. Sections 300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. Sections 651-678, as any of the charter parties above statutes may be amended from time to obtain time, and in the regulations promulgated pursuant to the terms each of the Charter Agreementsforegoing (individually, an “Environmental Statute” and collectively the “Environmental Statutes”) or by any federal, state or local governmental authority having or claiming jurisdiction over the properties and assets described in the SEC Documents (a “Governmental Authority”).

Environmental Laws. Except as otherwise disclosed on Schedule 8.12, as of the Closing Date: (a) Each Partnership Entity Borrower has complied in all material respects with all Environmental Laws, and none of its presently owned Real Estate or presently conducted operations, nor, to its knowledge, its previously owned Real Estate or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution Environmental Law or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are potential liabilities and costs or remedial action arising from the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known Release or threatened release into the environment Release of any Hazardous Materiala Contaminant, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually which order or in the aggregate, liability agreement could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means . (Ab) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated Each Borrower has obtained all permits necessary for its current operations under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in if the course of which they identify and evaluate costs and liabilities that they believe are failure to do so could reasonably likely be expected to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. , and all such permits are in good standing and each Borrower is in compliance with all material terms and conditions of such permits. (c) To the knowledge best of each Borrower’s knowledge, no Borrower nor any of their respective predecessors in interest, has in material violation of applicable law stored, treated, or disposed of any hazardous waste, as defined pursuant to 40 CFR Part 261 or any equivalent Environmental Law. (d) No Borrower has received any summons, complaint, order, or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release of a Contaminant which could reasonably be expected to result in a Material Adverse Effect; (e) To the best of each Borrower’s knowledge, none of the Partnership Partiespresent or past operations of any Borrower is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of a Contaminant which could reasonably be expected to result in a Material Adverse Effect; (f) To the best of each Borrower’s knowledge, there is not now, nor has there ever been, on or in the parties Real Estate of any Borrower which could reasonably be expected to result in a Material Adverse Effect: (i) any underground storage tanks or surface impoundments, (ii) any asbestos-containing material, or (iii) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers, or other equipment. (g) No Borrower has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment which could reasonably be expected to result in a Material Adverse Effect; (h) No Borrower has entered into any negotiations or settlement agreements with any Person (including the prior or current owner of any of its property) imposing material obligations or liabilities on any Borrower with respect to any remedial action in response to the Charter Agreements possessRelease of a Contaminant or environmentally related claim that has not been satisfied prior to the Closing Date. (i) To the best of each Borrower’s knowledge, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility none of the charter parties products distributed or sold by any Borrower contain asbestos containing material in violation of any Environmental Laws. (j) To the best of each Borrower’s knowledge, no Environmental Lien has attached to obtain pursuant to the terms any Real Estate of the Charter Agreementsany Borrower.

Environmental Laws. Each Partnership Entity Except as set forth in Schedule 5.25: (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) ACEC is in compliance with all terms Environmental Laws relating to its operation of the Systems, its ownership of the Real Estate and conditions its leasing of the real property it leases; (ii) no order, directions or notices relating to the Systems have been issued pursuant to any such permits Environmental Law and no government agency has submitted to ACEC any request for information pursuant to any Environmental Law relating to the Systems; (iii) to the best of Seller's and ACEC's knowledge, there are no Environmental Permits required under any Environmental Law in connection with the operation of the Systems as presently operated or in connection with the Real Estate or leased property; (iv) does during the term that ACEC has occupied the Real Estate and any leased real property, the Real Estate and such leased real property as has been occupied by ACEC has not have been utilized for (or, to ACEC's knowledge, affected by) any liability in connection with any known industrial or threatened commercial operation involving the generation, storage, release into the environment or disposal of any Hazardous MaterialSubstance, except in the case nor to Seller's knowledge has any such utilization been made by any other present or previous owner, tenant, occupant or user of each of clauses (i), (ii), (iii) such Real Estate or leased property; and (ivv) as would notACEC has obtained all governmental authorizations under Environmental Laws necessary for the operation of the Assets, individually which governmental authorizations are in full force and effect (or ACEC or Buyer can readily obtain all such governmental authorizations upon or promptly after the Closing in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessbusiness and without disruption or delay of the operation of the Systems). Except as set forth on Schedule 5.25, the Partnership Entities periodically review the effect of ACEC has received no notification pursuant to any Environmental Laws on their businessthat: (a) any work, operations and propertiesrepairs, in the course of which they identify and evaluate costs and liabilities that they believe construction or capital expenditures are reasonably likely required to be incurred pursuant to such made in respect of any of the Assets as a condition of compliance with any Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notSystems; or (b) any currently held material Environmental Permit relating to the Systems is about to be made subject to materially different limitations or conditions, individually or is about to be revoked, withdrawn or terminated. No claim or investigation based on Environmental Laws which relate to any Real Estate or leased property or any operations or conditions thereon (a) has been asserted or conducted in the aggregate, have a Material Adverse Effectpast or is currently pending against or with respect to ACEC or any other Person or (to Seller's knowledge) is threatened or contemplated. To Seller's knowledge, no release of Hazardous Substances outside the knowledge Real Estate or leased property has entered or threatens to enter any Real Estate or leased property nor is there any pending or threatened claim based on Environmental Laws which arises from any condition of the Partnership Partiesland surrounding Real Estate or leased property. Seller has provided, the parties or prior to Closing, will provide, Buyer with complete and correct copies of all studies, reports or surveys in Seller's and ACEC's possession relating to the Charter Agreements possesspresence or alleged presence of Hazardous Substances at, on or affecting the Real Estate or leased real property. No underground or above ground storage tanks are currently (and, to Seller's and ACEC's knowledge, no such tanks have been) located on any Real Estate. To Seller's knowledge, (a) no Real Estate or any property leased by ACEC has been used at any time as a gasoline service station or any other facility for storing, pumping, dispensing, or reasonably expect to possess in the ordinary course as necessaryproducing gasoline or any other petroleum products or wastes, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsand (b) no building or other structure on any Real Estate or any property leased by ACEC contains asbestos.

Environmental Laws. Each Partnership Entity The Sub-Lessee will and will procure that the Operator will: (ia) is comply with all Environmental Laws which are applicable to the Rig, (including, without limitation, obtaining, complying with and maintaining in compliance with any full force and effect all Environmental Permits required from time to time and all applicable foreign, federal, state and local laws and regulations requirements relating to pollution manning, submission of oil spill response plans and designatiox xx xxalified individuals) which might reasonably be expected to, or failure to comply with or maintain might, have a material adverse effect on the protection rights or interests of the environment or imposing Sub-Lessor (it being acknowledged that without prejudice to the generality of the foregoing, if the same would involve the Sub-Lessor in any material civil liability or standards of conduct concerning any criminal liability, then the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws same shall be deemed to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are materially and adversely affect the responsibility rights and interests of the charter parties Sub-Lessor) or on the ability of the Sub-Lessee to fulfil its obligations under the Charter Agreements Lease Documents; (b) conduct and that the Partnership Parties complete all reasonably expect such charter parties to obtainnecessary investigations, (iii) is in compliance with all terms studies, sampling, audits and conditions of any such permits and (iv) does not have any liability testings required in connection with any known (or threatened release into threatened) material Release of Hazardous Materials; and (c) promptly upon the environment occurrence of any Hazardous Materialof the following events, except provide to the Sub-Lessor a certificate specifying in detail the case nature of each of clauses the event concerned: (i)) the receipt of any Environmental Claim (made or threatened) against the Rig, the Sub-Lessor, the Sub-Lessee or the Operator or which is in relation to or is caused by or is in connection with the Rig and which the Lessee is obliged under any applicable law to report to any Governmental Entity; and (ii)) any revocation, suspension, amendment, variation, withdrawal or refusal to grant any Environmental Permit or any requirement relating to manning, submission of oil response plans and designatiox xx xxalified individuals; or (iii) and any (ivor any threatened) as would notmaterial release of Hazardous Materials, individually or in the aggregate, which might reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the material adverse effect of Environmental Laws on their business, operations and properties, the nature referred to in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws paragraph (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsa) above.

Environmental Laws. Each Partnership Entity Except as disclosed in the General Disclosure Package and the Final Offering Circular, the Company, the Guarantors and Grizzly: (i) is are and have been in compliance with any and all applicable foreignfederal, federalregional, state and local laws laws, rules, regulations, ordinances, orders, judgments, settlements, codes and regulations decrees relating to pollution or the protection of human health and safety, natural resources and the environment or imposing liability or legally enforceable standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined belowhereinafter defined) (“Environmental Laws”), ; (ii) has received have obtained and are in compliance with all permits permits, licenses, registrations, authorizations, exemptions, waivers and other approvals (“Permits”) required of it them under applicable Environmental Laws to conduct its their respective businesses operations as presently conducted (“Environmental Permits”) except for any such Environmental Permits that they are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, currently being conducted; (iii) is in compliance with all terms and conditions have neither received notice nor knowledge of any such permits actual or potential liability under any Environmental Law (“Notice”) including, without limitation, any liability arising out of or in connection with the generation, use, manufacture, refinement, storage, treatment, handling, transportation, disposal, release, or remediation of any Hazardous Materials by the Company, the Guarantors or Grizzly or, to the knowledge of the Company, any of its predecessors in interest and (iv) does are not have party to or affected by any liability pending or, to the knowledge of the Company, threatened action, suit or proceeding alleging that the Company, the Guarantors or Grizzly is in connection with violation of or otherwise liable under any known or threatened release into the environment of any Hazardous MaterialEnvironmental Law, except where such non compliance with Environmental Laws, such failure to obtain and comply with Permits, such Notice, or such involvement in the case of each of clauses (i)or effect by such action, (ii), (iii) and (iv) as suit or proceeding would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect. The term “Hazardous MaterialMaterials” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “solid waste” or “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum hydrocarbons, petroleum products, natural gas or petroleum productoil, (D) any polychlorinated biphenyl and (E) any hazardous, pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In None of the ordinary course of businessCompany, the Partnership Entities periodically review Guarantors or Grizzly has been notified that any of them is currently named as “potentially responsible party” under the effect Comprehensive Environmental Response, Compensation and Liability Act of Environmental Laws on their business1980, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementsamended.

Environmental Laws. Each Partnership Entity (a) The Borrowers and the Guarantor shall, and shall cause all property, managers, agents, employees and Tenants to: (i) is in compliance comply with any and all applicable foreignEnvironmental Laws applicable to the Eligible Properties, federal, state and local laws obtain and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“comply with Environmental Laws”)Permits required under Environmental Law, (ii) has received all permits required keep or cause the Eligible Properties, to be kept free from Hazardous Substances (except those substances used by the Borrowers or Tenants in the ordinary course of it their business), in compliance in compliance with, and not likely to give rise to liability under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainLaws, (iii) is in compliance with all terms and conditions of not install or use, or permit the installation or use of, any such permits and underground receptacles containing Hazardous Substances on the Eligible Properties, (iv) does expressly prohibit the use, generation, handling, storage, production, release, processing and disposal of Hazardous Substances by all future Tenants (except those substances used by such Tenants in the ordinary course of their business, in compliance with, and not have likely to give rise to liability under, Environmental Laws) and use all reasonable efforts to prevent existing Tenants and other permitted occupants of the Eligible Properties, from taking any liability such actions, (v) in connection with any known event, not install on the Eligible Properties, or threatened permit to be installed on the Eligible Properties PCBs, urea formaldehyde insulation, asbestos or any substance containing asbestos or any material containing lead based paint, (vi) prohibit the disposal and/or release into the environment of any Hazardous MaterialSubstances on, except at, beneath, or near the Eligible Properties; (vii) keep all Eligible Properties free from all Liens under Environmental laws, unless being challenged in good faith with appropriate proceedings and in accordance with Section 6.8(e) hereof; (viii) maintain appropriate reserves or a bond with respect to liabilities under or non compliance with Environmental Laws, in the case amounts specified in Schedule A hereto; (ix) satisfy all financial assurance requirements under Environmental Laws; and (x) use best efforts to obtain funds or reimbursement from State or Local underground storage tank funds, to the extent applicable or available. (b) The Borrowers and the Guarantor promptly shall notify Lender in writing should any of each the Borrowers or the Guarantor become aware of clauses (i)) any release of Hazardous Substances, or other actual or potential environmental problem or liability, with respect to or affecting the Eligible Properties, (ii)) any Lien, notice of Lien, threatened Lien, action or notice of violation or potential liability affecting the Eligible Properties, or any Borrower arising under any Environmental Law, (iii) and the institution of any investigation, inquiry or proceeding concerning any Borrower or the Eligible Properties, pursuant to any Environmental Law or otherwise relating to Hazardous Substances, or (iv) as the discovery of any occurrence, condition or state of facts which would not, individually render any representation or warranty contained in Section 4.20 of this Agreement incorrect in any respect if made at the aggregate, reasonably be expected to have a Material Adverse Effecttime of such discovery. The term “Hazardous Material” means Borrowers and the Guarantor shall promptly transmit to Lender copies of any and all citations, orders, notices or, upon written request of Lender, other communications relating to any of the foregoing provisions of this paragraph. (Ac) any “hazardous substance” as defined in Regardless of the Comprehensive Environmental Responsesource of contamination, Compensation the Borrowers and Liability Act the Guarantor shall, at their own expense, promptly take or cause to be taken all actions necessary or advisable for the clean-up of 1980the Eligible Properties, as amendedand other property, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Actaffected by contamination in, as amendedon, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within at the meaning of any applicable Environmental Law. In the ordinary course of businessEligible Properties, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital all investigative, monitoring, removal, containment and remedial actions in accordance with the all applicable Environmental Laws (and in all events in a manner satisfactory to the applicable Governmental Authority and Lender). The Borrowers and the Guarantor shall further pay or operating expenditures required for cause to be paid, at no expense to the Lender, all clean-up, closure administrative and enforcement costs of properties applicable governmental agencies which may be asserted against the Eligible Properties. In the event the Borrowers and the Guarantor fail to do so, or following an Event of Default, Lender may, at its sole election, cause the Eligible Properties, or other affected property, to be lived from any Hazardous Substances or otherwise brought into compliance with Environmental Laws and any cost incurred in connection therewith shall be for the account of the Borrowers under Section 9.5. Each Borrower hereby grants to Leader access to the Eligible Properties, and an irrevocable license to remove any items determined by Lender to be Hazardous Substances and to do all things Lender shall deem necessary to bring the Eligible Properties, into compliance with Environmental Laws. However, Lender shall have no obligation to inspect or clean up any Hazardous Substances. Lender shall not be deemed a generator of any Hazardous Substances removed from the Eligible Properties. (d) Upon the request of Lender, at any time (i) after the occurrence and during the continuance of a Default or an Event of Default or (ii) Lender has reasonable grounds to believe that (x) Hazardous Substances are or have been released, stored or disposed of on or around the Eligible Properties, in violation of Environmental Laws or (y) the Eligible Properties, may be in violation of Environmental Laws, the Borrowers and the Guarantor shall cause an investigation or audit of the Eligible Properties, to be undertaken by a hydrogeologist or environmental engineer or other appropriate consultant approved by Lender to determine whether any Hazardous Substances are located on, at, beneath, or near the Eligible Properties, and/or whether the Eligible Properties, are in compliance with Environmental Laws. The scope of any permit, license investigation or approval, any related constraints on operating activities audit shall be approved by Lender. If the Borrowers and any potential liabilities the Guarantor fail to third parties). On the basis provide reports of such reviewinvestigation or audit within thirty (30) days after such request, Lender may, but shall have to obligation to, order the Partnership Entities have reasonably concluded that such associated costs same. Borrowers hereby grants to Lender and liabilities relating Lender’s contractors access to the Vessels would notEligible Properties, individually and an irrevocable license to undertake such investigation or in audit. All costs of any such investigation or audit shall be for the aggregate, have a Material Adverse Effect. To the knowledge account of the Partnership Parties, Borrowers and the parties to the Charter Agreements possess, or reasonably expect to possess Guarantor in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to accordance with the terms of Section 9.5 hereof. (e) In the Charter Agreementsevent that a Lien is filed against any Eligible Property, pursuant to any Environmental Law, the Borrowers and the Guarantor shall, within thirty (30) days from the date that any Borrower receives notice of such Lien (but in any event ten (10) days prior to the date of any contemplated sale pursuant to such Lien), (i) pay the claim and remove the Lien from the Eligible Properties; (ii) furnish (A) a bond satisfactory to Lender in the amount of the claim out of which the Lien arises, (B) a cash deposit in the amount of the claim out of which the Lien arises, (C) other security reasonably satisfactory to Lender in an amount sufficient to discharge the claim out of which the Lien arises, or (D) security in a form and amount satisfactory to the applicable Governmental Authority pursuant to a valid consent or other order, and the Borrowers and the Guarantor shall promptly arrange for the removal of the Lien; or (iii) in the event the Borrowers and the Guarantor elect to contest such lien, provide Lender with any of the forms of security identified in Section 6.8(e)(ii) above pending resolution of the contest. Notwithstanding the foregoing, Borrowers and the Guarantor shall prevent a sale pursuant to any Lien. (f) In the event that the Borrowers propose to substitute a Property for an Eligible Property pursuant to Section 2.5, the Borrowers shall, at the Borrowers’ expense, cause an environmental database search to be performed by a Person reasonably satisfactory to the Lender, and, if such environmental database search discloses any condition that in the Lender’s reasonable judgment warrants such report, cause to be prepared, by a Person reasonably satisfactory to the Lender, a Phase I or Phase II environmental report with respect to such Property.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except Except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notmatters that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Material Adverse Effect. : (i) The term “Hazardous Material” means Company and the Company Subsidiaries are in compliance in all respects with all Environmental Laws; (Aii) Except as described on Schedule 2.2(y)(ii), none of the Company or any “hazardous substance” as defined in of the Company Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended (“CERCLA”), (B) any “hazardous waste” as defined in or the Resource Conservation and Recovery ActAct of 1976, as amended; (iii) Except as described on Schedule 2.2(y)(iii), (C) any petroleum there is no legal, administrative, arbitral or petroleum productother proceeding, (D) any polychlorinated biphenyl and (E) any hazardousclaim, toxic chemical, material, waste action or substance regulated under or within the meaning notice of any nature seeking to impose, or that could result in the imposition of, on the Company or any Company Subsidiary, any liability or obligation of the Company or any Company Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s Knowledge, threatened against the Company or any Company Subsidiary or any property in which the Company or any Company Subsidiary has taken a security interest, and there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and none of the Company or any Company Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability; and (iv) The Company and the Company Subsidiaries have received all permits, licenses or other approvals required of it under applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations to conduct its business and properties, are in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or all terms and conditions of any such permit, license or approval, any related constraints on operating activities and any potential liabilities all such permits, licenses and approvals are valid and enforceable and in full force and effect and will not be subject to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually modification or in the aggregate, have revocation as a Material Adverse Effect. To the knowledge result of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreementstransactions contemplated hereby.

Environmental Laws. Each Partnership Entity Except as set forth on Schedule 3.13: (i) the Real Property is not subject to any environmental hazards, risks, or liabilities in compliance with any material respect; (ii) WH (and all applicable foreignits controlled Affiliates) are not in violation, federalin any material respect, state and local laws and regulations relating of any Legal Requirements pertaining to pollution or the protection of human health and safety or the environment or imposing liability or standards of conduct concerning the use(collectively, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtainincluding, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Materialwithout limitation, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Response Compensation and Liability Act of 1980Act, as amendedamended (“CERCLA”), (B) any “hazardous waste” as defined in and the Resource Conservation and Recovery Act, as amended, amended (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl “RCRA”); and (Eiii) WH (and its controlled Affiliates) have not received any hazardousnotice alleging or asserting either a violation of any Environmental Law or an obligation to investigate, toxic chemicalassess, materialremove, waste or substance regulated remediate any property, including, but not limited to, the Real Property, under or within pursuant to any Environmental Law. No Hazardous Substances (which for purposes of this Agreement shall mean and include polychlorinated biphenyls, asbestos, and any substances, materials, constituents, wastes, or other elements which are included under or regulated by any Environmental Law, including, without limitation, CERCLA and RCRA) have been, and through the meaning Closing Date will be, disposed of on, or released or discharged from or onto, or threatened to be released from or onto, the Real Property (including groundwater) by WH (or its controlled Affiliates), or to WH’s knowledge, any third party, in violation, in any material respect, of any applicable Environmental Law. In Neither WH or its controlled Affiliates, nor to WH’s knowledge, any prior owners, operators or occupants of the ordinary course Real Property, have allowed any Hazardous Substances to be discharged, possessed, managed, processed, released, or otherwise handled on the Real Property in a manner which is in violation of businessany Environmental Law in any material respect, the Partnership Entities periodically review the effect of and WH (and its controlled Affiliates) have complied with all Environmental Laws applicable to any part of the Real Property in all material respects. WH shall immediately notify WVUHS should WH (or any of its controlled Affiliates) become aware of any material Lien, notice, Proceeding, or threat of Proceeding relating to any alleged or actual unauthorized release of any Hazardous Substance or the existence of any Hazardous Substance with respect to any part of the Real Property. Without in any way limiting the generality of the foregoing: (I) there have not been any underground storage tanks located on their businessthe Real Property; and (II) there are no, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitationnor have there ever been, any capital collection dumps, pits, and disposal facilities or operating expenditures required surface impoundments located on the Real Property for clean-up, closure the containment of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsHazardous Substances.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) Borrower is in compliance with all terms and conditions Environmental Laws, with the exceptions of instances that will not in the aggregate result in any material liability on the part of Borrower. (ii) Except as described in Schedule 7.1(P), Borrower has not received notice of any failure to comply with, nor has any such notice been issued that has not been satisfied so as to bring any property of Borrower into compliance with, all Environmental Laws. All licenses, permits or registrations (or any extensions thereof) required under any Environmental Laws for the business of Borrower as proposed to be conducted have been obtained, and Borrower is in compliance therewith. Borrower is in compliance with, and is not in breach of or default under applicable order of any Governmental Authority and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute compliance, breach or default thereunder. (iii) Except as described in Schedule 7.1(P), (a) no Hazardous Substance has been Released (and no oral or written notification of such Release has been filed) or is present (whether or not in a reportable or threshold planning quantity) at, on or under any property owned or leased by Borrower during the period of Borrower's ownership or lease, under conditions that required substantial remedial action under applicable Environmental Laws, and (ivb) does not have any liability in connection with any known no property now or threatened release into previously owned or leased by Borrower has, directly or indirectly, transported or arranged for the environment transportation of any Hazardous MaterialSubstances to any site listed, except or proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar Federal, state or foreign list of sites requiring investigation or cleanup. Borrower is not aware of any event, condition or circumstances involving environmental pollution or contamination, or employee safety or health relating to the case of each of clauses (i)use or handling of, (ii)or exposure to, (iii) and (iv) as would notHazardous Substances, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in materially adversely effect the Comprehensive Environmental Responseoperations, Compensation and Liability Act of 1980Properties, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect prospects, profits or financial condition of Environmental Laws on their businessBorrower. Borrower and Lender acknowledge and agree that certain Inventory consists of radioactive isotopes, operations and properties, which shall be handled in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with all Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (i) is in Comply substantially with, and require substantial compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased from, or operated by the Borrower or its Subsidiaries. (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 applicable Environmental Laws; and promptly comply with all orders and directives of all Governmental Authorities regarding Environmental Laws, (i) except where non-compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution such order or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does directive would not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means Effect or (Aii) other than any “hazardous substance” such order or directive as defined to which an appeal or other appropriate contest is or has been timely and properly taken, is being diligently pursued in good faith, and as to which appropriate reserves have been established in accordance with GAAP, and, if the Comprehensive Environmental Response, Compensation and Liability Act effectiveness of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum such order or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessdirective has not been stayed, the Partnership Entities periodically review pendency of such appeal or other appropriate contest does not give rise to a Material Adverse Effect. (c) Maintain, update as appropriate, and implement in all material respects an ongoing program to ensure that all the effect properties and operations of Environmental Laws on their business, operations the Borrower and properties, in the course of which they its Subsidiaries are regularly and reasonably reviewed by competent professionals to identify and evaluate costs promote compliance with and to reasonably and prudently manage any liabilities or potential liabilities under any Environmental Law that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (may affect the Borrower or any of its Subsidiaries, including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to: discharges to 84 78 air and water; acquisition, transportation, storage and use of hazardous materials; waste disposal; repair, maintenance and improvement of properties; employee health and safety; species protection; and recordkeeping (the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the "Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsProgram").

Environmental Laws. Each Partnership Entity (a) It shall at its sole expense: (i) is in compliance comply and cause its and its subsidiaries’ and Joint Ventures’ Properties and operations to comply with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required the breach of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notwhich could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (Bii) not dispose or permit any “hazardous of its subsidiaries to dispose of or otherwise release any oil, oil and gas waste” as defined in , Hazardous Material or solid waste on, under, about or from any of its or its subsidiaries’ or Joint Ventures’ Property or any other Property to the Resource Conservation and Recovery Act, as amended, (C) extent caused by its or any petroleum of its subsidiaries’ or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of businessJoint Ventures’ operations, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course disposal or release of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To , (iii) timely obtain or file and cause each of its subsidiaries and Joint Ventures to timely obtain and file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under Environmental Law to be obtained or filed in connection with operation or use of its or its subsidiaries’ or Joint Ventures’ Properties, which failure to obtain or file could, individually or in the knowledge aggregate, reasonably be expected to have a Material Adverse Effect, (iv) promptly commence or cause each of its subsidiaries and Joint Ventures to promptly commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, clean-up, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under Environmental Law because of or in connection with the actual or alleged past, present or future disposal or other release or any oil, oil and gas waste, Hazardous Material or solid waste on, under, about or from any of its or any of its subsidiaries’ or Joint Ventures’ Properties, which failure to commence and diligently prosecute to completion could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) establish and implement and cause each of its subsidiaries and Joint Ventures to establish and implement such procedures as may be necessary to continuously determine and assure that its and its subsidiaries’ and Joint Ventures’ obligations under this Section 5.10(a) are timely and fully satisfied, which failure to establish and implement could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) If a Default caused by reason of a breach of Section 3.21 or Section 5.09(a) shall have occurred and be continuing for more than twenty days after it or its subsidiaries or Joint Ventures become aware of such Default without it or its subsidiaries or Joint Ventures commencing activities reasonably likely to cure such Default or otherwise responding to such Default as required by Environmental Laws, then at the reasonable request of the Partnership PartiesAdministrative Agent or the Required Lenders, it will provide or cause its subsidiaries or Joint Ventures to provide, at its expense, an environmental assessment report regarding the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits matters that are the responsibility subject of the charter parties to obtain pursuant such Default, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the terms Administrative Agent indicating the environmental conditions creating the Default and the estimated cost of any compliance or response to address them; provided, however, that it will not be required to conduct any invasive procedures in connection with any such assessment. If any invasive procedures are performed in connection with any such assessment, it will provide or cause its Subsidiaries to provide information relating to such invasive procedures to the Charter AgreementsAdministrative Agent.

Environmental Laws. Each Partnership Entity (ia) is Except as set forth in compliance with any Schedule 5.17 and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notas, individually or in the aggregate, could not reasonably be expected to either (i) result in the payment of a Material Environmental Amount or (ii) have a Material Adverse Effect, (x) comply with all Environmental Laws, and obtain, comply with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (y) take all reasonable efforts to ensure that all of its tenants, subtenants, contractors, subcontractors, and invitees comply with all Environmental Laws, and obtain, comply with and maintain any and all Environmental Permits, applicable to any of them. (b) Except as set forth in Schedule 5.17 and to the extent that the failure to comply could not reasonably be expected either to (i) result in the payment of a Material Environmental Amount or (ii) give rise to a Material Adverse Effect, comply with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders and directives as to which an appeal or other appropriate action to contest such order or directive has been timely and properly taken in good faith. (c) Prior to acquiring any ownership or leasehold interest in real property or other interest in any real property that could give rise to the Borrower being subject to potential significant liability under or violations of any Environmental Law, which potential liabilities or violations, if incurred, could reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means : (Ai) any “hazardous substance” as defined in notify the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl Administrative Agent; and (Eii) any hazardousif requested by the Administrative Agent, toxic chemical, material, waste provide to the Administrative Agent a written report by an environmental consultant reasonably acceptable to the Administrative Agent assessing the presence or substance regulated under or within the meaning potential presence of significant levels of any applicable Materials of Environmental Concern on, under, in, or about the property, or of other conditions that could give rise to potentially significant liability or violations of any Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except Except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would notmatters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. : (a) The term “Hazardous Material” means (A) any “hazardous substance” as defined Borrower and its Restricted Subsidiaries are in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with all Environmental Laws. (b) Each of the Borrower and its Restricted Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, all such permits are in good standing, each of the Borrower and its Restricted Subsidiaries are in compliance with all terms and conditions of such permits and none of such permits are, since the Closing Date, subject to any modification or revocation. (i) Neither the Borrower nor any of its Restricted Subsidiaries, nor to the Borrower’s knowledge any of its predecessors in interest with respect to the Real Estate, has stored, treated or Released any Contaminant, which storage, treatment or Release would reasonably be expected to result in a claim or liability under any Environmental Law and (ii) neither the Borrower nor any Restricted Subsidiary nor any of the presently owned or leased Real Estate or presently conducted operations, nor, to the Borrower’s knowledge, its previously owned or leased Real Estate or prior operations, is subject to any claim or liability arising out of or in connection with any (i) Environmental Law or (ii) Release or threatened Release of a Contaminant. (d) To the Borrower’s knowledge, none of the present or former operations or real estate interests of the Borrower or any permit, license of its Restricted Subsidiaries is the subject of any investigation by any Governmental Authority against or approval, involving the Borrower or any related constraints on operating activities and of its Restricted Subsidiaries evaluating whether any potential liabilities remedial action is needed to third parties). On the basis respond to a Release or threatened Release of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsContaminant.

Environmental Laws. Each Partnership Entity (ia) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating Except to pollution or the protection of extent the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of it under applicable Environmental Laws failure to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as do so would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The term “Hazardous Material” means Effect (Ai) comply with all Environmental Laws applicable to it, and obtain, comply with and maintain any “hazardous substance” and all Environmental Permits necessary for its operations as defined in the Comprehensive conducted and as planned; (ii) ensure that all of its tenants, subtenants, contractors, subcontractors and invitees comply with all Environmental ResponseLaws, Compensation and Liability Act obtain, comply with and maintain any and all Environmental Permits, applicable to any of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl them; and (Eiii) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of comply in a timely manner with all orders and lawful directives regarding Environmental Laws on their businessissued to Borrower or any of its Subsidiaries by any Governmental Authority, operations other than such orders and properties, lawful directives as to which an appeal or other challenge has been timely and properly taken in the course of good faith and with respect to which they identify reserves have been taken where necessary in accordance with GAAP. (i) Reasonably and evaluate costs and prudently manage any liabilities or potential liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws Borrower, any of the other Credit Parties, any of their respective operations (including, without limitation, disposal of Hazardous Materials), and any capital properties owned or operating expenditures required for clean-upleased by any of them, closure may be subject to under all applicable Environmental Laws; and (ii) ensure that Borrower and its Subsidiaries undertake reasonable efforts to identify, and evaluate, issues of properties or compliance with and liability under Environmental LawsLaws prior to acquiring, directly or indirectly, any ownership or leasehold interest in real property, or other interest in any permitreal property that could reasonably be expected to give rise to Borrower or any of its Subsidiaries being subjected to liability under any Environmental Law as a result of such acquisition. (c) At the written request of the Administrative Agent or the Required Lenders, license which request shall specify in reasonable detail the basis therefor, each Credit Party will provide, at such Credit Party’s sole cost and expense, an environmental assessment report concerning any real property on the Closing Date or approvalthereafter owned, leased or otherwise operated by such Credit Party or any of its respective Subsidiaries, prepared by an environmental consulting firm reasonably satisfactory to the Administrative Agent, regarding the presence or absence of Hazardous Materials on, at, under or emanating from such real property and indicating the potential cost of any investigative, removal, remedial or other response action in connection with such Hazardous Materials pursuant to Environmental Law; provided that such request may be properly made only if (i) there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or any of the Required Lenders reasonably believes that the Credit Party or its operations is not in compliance with or otherwise has liability under Environmental Law with respect to such Real Property, or that there has been a release of Hazardous Materials at, on, under of from any such real property, and such noncompliance or release or related constraints on operating activities and any potential liabilities could reasonably be expected to third parties). On form the basis of such reviewa claim pursuant to Environmental Law or to otherwise result in liability under Environmental Law, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would notin each case which, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Partnership PartiesEffect (in such events as are listed in this subparagraph, the parties environmental assessment shall focus upon the noncompliance, release or other circumstances, as applicable). If any Credit Party fails to provide the same within 45 days after such proper request is made, the Administrative Agent may order the same, and such Credit Party shall grant and hereby grants to the Charter Agreements possessAdministrative Agent and the Required Lenders and their agents access to such real property and specifically grants the Administrative Agent and the Required Lenders an irrevocable non-exclusive license, or subject to the rights of tenants, to perform such an assessment, all at such Credit Party’s sole cost and expense; and (d) Provide such information and certifications which the Administrative Agent may reasonably expect request from time to possess time to evidence compliance with this subsection 7.8, to the extent such information is in the ordinary course as necessarypossession, the Environmental Permits that are the responsibility custody or control of the charter parties or is otherwise reasonably available to obtain pursuant to the terms of the Charter Agreementsany Credit Party.

Environmental Laws. Each Partnership Entity (a) At the Borrower’s sole expense: (i) is cause its Properties and operations to comply with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not perform any Hazardous Materials Activity or dispose of or otherwise Release any Hazardous Material or solid waste on, under, about or from any of the Group Members’ Properties or any other Property to the extent caused by the Group Members’ operations except in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required the performance, disposal or Release of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, which could reasonably be expected to have a Material Adverse Effect. The term ; (iii) timely obtain or file all notices, or Governmental Authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Group Members’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Hazardous Material” means (ARemedial Work”) any “hazardous substance” as defined in the Comprehensive event any Remedial Work is required or reasonably necessary under applicable Environmental ResponseLaws because of, Compensation or in connection with, the actual or suspected past, present or future disposal or other Release of any Hazardous Materials or solid waste on, under, about or from any of the Group Members’ Properties or by any Group Member, which failure to commence and Liability Act diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect. (b) Promptly, but in no event later than ten (10) Business Days after any Senior Officer becomes aware thereof, notify the Administrative Agent in writing of 1980any threatened action, as amended, (B) investigation or inquiry by any “hazardous waste” as defined Governmental Authority or any threatened demand or lawsuit by any landowner or other third party against the Group Members or their Properties of which the Borrower has knowledge in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of connection with any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (includingexcluding routine testing and corrective action) that, without limitationif adversely determined, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities could reasonably be expected to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, result in liability (whether individually or in the aggregate) in excess of $100,000,000 not fully covered by insurance, have a Material Adverse Effect. To subject to normal deductibles. (c) Use commercially reasonable efforts to undertake reasonable environmental audits and tests in accordance with reasonable industry standards upon the knowledge request of the Partnership Parties, Administrative Agent or the parties to the Charter Agreements possess, or reasonably expect to possess Required Lenders no more than once per year in the ordinary course absence of any Event of Default (or as necessary, otherwise required to be obtained by the Environmental Permits that are Administrative Agent or the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsLenders by any Governmental Authority).

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

Environmental Laws. Each Partnership Entity (a) The Company and its Subsidiaries (i) is are in compliance in all respects with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), ; (ii) has received have obtained all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted (“necessary Environmental Permits”) except for any such Environmental Permits that , the failure of which to obtain could have a Company Material Adverse Effect, all of which are the responsibility of the charter parties under the Charter Agreements in full force and that the Partnership Parties reasonably expect such charter parties to obtain, effect; and (iii) is are in compliance with all terms and conditions of such Environmental Permits. (b) Neither the Company nor its Subsidiaries have violated or done any act which could give rise to material liability under, and has not otherwise failed to act in a manner which would expose it to material liability under, any Environmental Law. No event has occurred which, upon the passage of time, the giving of notice, or failure to act would reasonably be expected to give rise to material liability to the Company under any Environmental Law. (c) To the Company's knowledge, no Hazardous Material has been released, spilled, discharged, dumped, disposed of, or otherwise come to be located in, at or beneath any of the Owned Real Property or the Leased Real Property or any properties or assets formerly owned, operated or otherwise controlled by the Company and used in the conduct of the Company's business (i) in violation of any Environmental Law, or (ii) in such permits manner as would reasonably be expected to cause an environmental liability of the Company or its Subsidiaries. (d) To the Company's knowledge, there have been and are no: (i) aboveground or underground storage tanks; (ii) surface impoundments for Hazardous Materials; (iii) wetlands as defined under Environmental Law or (iv) asbestos containing materials or PCBs or PCB-containing equipment, located within any portion of the Owned Real Property or the Leased Real Property, which individually or in the aggregate could have a Company Material Adverse Effect. (e) No liens have been placed upon any Owned Real Property or any Leased Real Property in connection with any actual or alleged liability under any Environmental Law. (i) There is no pending or, to the knowledge of the Company, threatened, claim, litigation or administrative proceeding against the Company arising under any Environmental Law; (ii) neither the Company nor its Subsidiaries have ongoing negotiations with or agreements with any Governmental Entity relating to any Remedial Action or other environmentally-related claim; (iii) neither the Company nor its Subsidiaries have submitted notice pursuant to Section 103 of CERCLA or analogous statute or notice under any applicable Environmental Law reporting a release of a Hazardous Material into the environment; and (iv) does not neither the Company nor its Subsidiaries have received any notice, claim, demand, suit or request for information from any Governmental Entity or private entity with respect to any liability in connection with or alleged liability under any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely nor to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership PartiesCompany, has any other entity whose liability therefor, in whole or in part, may be attributed to the Company, received such notice, claim, demand, suit or request for information. Neither the Company nor its Subsidiaries, nor to the Company's knowledge, any prior owner or operator of Owned Real Property or the Leased Real Property have generated, disposed of, or arranged for the disposal of any Hazardous Material except in compliance with Environmental Law. (g) Neither the Company nor its Subsidiaries have, and, to the knowledge of the Company, no other entity whose liability therefor, in whole or in part, may be attributed to the Company or its Subsidiaries, disposed of any Hazardous Material at any location which is identified on the current or proposed (i) National Priorities List under 40 C.F.R. 300 Appendix B, (ii) CERCLIS list or (iii) the Leaking Underground Storage Tank list or any analogous state list. (h) The Company has provided to Parent all environmental studies and reports pertaining to the Owned Real Property or the Leased Real Property, the parties to operations conducted thereon and the Charter Agreements possess, Company made by or reasonably expect to possess at the direction of the Company or its Subsidiaries or otherwise in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsCompany's possession.

Environmental Laws. Each Partnership Entity Except as disclosed in the Disclosure Schedule, (A) (i) the Company is not in compliance with violation of any and all applicable foreign, United States federal, state and state, local laws and regulations or non-U.S. statute, law, legally binding rule, regulation, ordinance, code or legally binding decision or order of any competent domestic or foreign governmental agency, governmental body or court applicable to them, relating to pollution pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, or to the protection of the environment or imposing liability or standards of conduct concerning the use(collectively, handling, storage or management of any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) the Company has not released any Hazardous Substances in a manner that would reasonably be expected to give rise to a liability of the Company, and (iii) the Company has received all permits and is in compliance with all, and have no liability under any, permits, licenses, or authorizations required of it under applicable Environmental Laws to conduct its their respective businesses as presently conducted currently conducted, except in each case covered by clauses (“Environmental Permits”i) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, — (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) the Company is not subject to any “hazardous waste” as defined in pending claim by any governmental agency or governmental body or person regarding any material violation of Environmental Laws or any material liabilities relating to Hazardous Substances and arising under Environmental Laws, the Resource Conservation subject of which would reasonably be expected to have a Material Adverse Effect and Recovery Act, as amended, (C) any petroleum to the Company’s knowledge, there are no facts or petroleum productcircumstances that would reasonably be expected to result in a violation of, (D) any polychlorinated biphenyl and (E) any hazardousliability under, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred claim pursuant to such any Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded Law that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To For purposes of this subsection “Hazardous Substances” means (x) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials and polychlorinated biphenyls, and (y) any other chemical, material or substance defined or regulated as toxic or hazardous under Environmental Laws. This Section 4.22 contains the knowledge sole and exclusive representations and warranties of the Partnership PartiesCompany with respect to any environmental, the parties health or safety matters, including without limitation any arising under Environmental Laws or relating to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsHazardous Substances.

Environmental Laws. Each Partnership Entity Except as disclosed on Schedule 6.13(b): (i) the Owned Real Property is and for the prior three (3) years has been in material compliance with any and all applicable foreignEnvironmental Laws; (ii) the IRMC Entities have not received any written notice within the past three (3) years and to the Knowledge of the IRMC Entities there is no notice that is outstanding or unresolved that could result in a liability under Environmental Law of the IRMC Entities; (iii) the IRMC Entities have not managed, federalprocessed, state released, handled, disposed of, arranged for the disposal of, spilled or discharged Hazardous Substances or Medical Waste at, on or from the Owned Real Property or at, on or from any other property, except in material compliance with applicable Environmental Law; (iv) to the Knowledge of the IRMC Entities, no prior owners, operators or occupants of the Owned Real Property have caused or allowed any Hazardous Substances or Medical Waste to be discharged, managed, processed, released, disposed, spilled or otherwise handled on the Owned Real Property in violation of any Environmental Law; (v) the IRMC Entities are in material compliance and, for the prior three (3) years, have been in material compliance with all applicable Environmental Laws; (vi) to the Knowledge of the IRMC Entities, the Owned Real Property does not contain asbestos containing material in such form or condition for which abatement, repair or removal is required by applicable Environmental Law; and local laws (vii) there are no, nor to the Knowledge of the IRMC Entities, have there been any dumps, pits or surface impoundments located on the Owned Real Property for the disposal or containment of Hazardous Substances or Medical Waste. IRMC will promptly notify CCF should any IRMC Entity obtain Knowledge, before the Closing Date, of any Encumbrance other than Permitted Encumbrances, notice, litigation, or threat of litigation arising after the Execution Date and regulations relating to pollution any alleged or the protection actual violation of the environment Environmental Law, any actual or imposing alleged liability under any Environmental Law or standards of conduct concerning the use, handling, storage any spill or management release of any Hazardous Materials (Substance in violation of Environmental Laws with respect to any part of the Owned Real Property or related in any respect to the IRMC Entities. Except as defined below) (“Environmental Laws”disclosed on Schedule 6.13(b), none of the IRMC Entities has sent, arranged for disposal or treatment, arranged with a transporter for transport for disposal or treatment, transported, or accepted for transport any Hazardous Substances or Medical Waste, to a facility, site or location, that, pursuant to CERCLA or any similar state or local law, (i) has been placed or has been publicly proposed by authorities having jurisdiction to be placed, on the National Priorities List or its state equivalent or (ii) to the Knowledge of the IRMC Entities, is subject to a claim, administrative order or other demand to take removal or remedial action by any Government having jurisdiction and authority in the matter. Except as disclosed on Schedule 6.13(b), none of the IRMC Entities has received all permits required any written requests for information, potentially responsible party letters or general or special notices alleging that any of it under the IRMC Entities is or may be liable pursuant to any Environmental Law for the treatment, storage, disposal, arrangement for disposal, transportation, release or threatened release of any Hazardous Substances or Medical Waste. All underground storage tanks on the Owned Real Property or currently used by the IRMC Entities to store Hazardous Substances are in material compliance with applicable Environmental Laws and have not leaked, spilled or discharged Hazardous Substances into the environment, including the surface or subsurface soil or groundwater around or adjacent to conduct its respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility underground storage tanks. IRMC has made available to CCF all Phase I reports, Phase II reports, environmental compliance audits, underground storage tank closure and investigation reports, asbestos surveys and abatement reports, indoor air quality assessments, mold abatement reports and Occupational Health and Safety Administration compliance audits in the possession, custody or control of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance IRMC Entities with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating respect to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter AgreementsOwned Real Property.