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

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or Material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: : (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or Material; (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or Materials; or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the Borrower's use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower Each of Borrowers shall, and shall cause all of their respective Subsidiaries and Atlantic North each Subsidiary to, at all times, times comply in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements material requirements, of any Federalforeign, State federal, state or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amendedERISA, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and the rules and regulations thereunder, all federal, state and local statutes, regulations, rules and orders relating to consumer credit (including, without limitation, as each has been amended, the Truth-in-Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act, and regulations, rules and orders promulgated thereunder), all federal, state and local statutes, regulations, rules and orders pertaining to sales of consumer good (including, without limitation, the Consumer Products Safety Act of 1972, as amended, and the Federal Trade Commission Act of 1914, as amended, and all regulations, rules and orders promulgated thereunder) and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower Each of Borrowers shall, and shall cause all of their respective Subsidiaries each Subsidiary to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on Agent with regard to such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt . If either of Borrowers receives any notice of, or Parent or such Borrower otherwise obtaining knowledge of, of (i) the occurrence happening of any event involving the releaseuse, spill spill, discharge or discharge, threatened or actual, clean-up of any Hazardous Material which could does or may result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with regard to air emissions, water discharges, noise emissions or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, matter affecting Borrowers from any Person which affects Parent does or a Borrower, any of their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to may result in any material liability liability, including, but not limited to, the United States Environmental Protection Agency or any state or local environmental agency or authority, then Borrowers shall give within five (5) Business Days both oral and written notice of same to any such Person for remediation expenses or fines or penalties. (d) Agent. Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries Borrowers in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower Borrowers shall, at LenderAgent's request and at Parent's or such Borrower's Borrowers' expense: (iA) cause an independent environmental engineer acceptable to Lender Agent and Lenders to conduct such tests of the site where such non-compliance Borrowers' noncompliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Agent and Lenders a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (iiB) provide to Lender Agent and Lenders a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's Borrowers' response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent Each of Borrower and each Borrower Guarantor shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitationincluding ERISA, the Employee Retirement Security Act of 1974, as amendedCode, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent Borrower and each Borrower shall, and Guarantor shall cause all of their respective Subsidiaries to, establish and maintain, at its their expense, a system to assure and monitor its continued compliance in all material respects with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, and Guarantor who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower and Guarantor to Lender. Parent Each of Borrower and each Borrower Guarantor shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent Each of Borrower and each Borrower Guarantor shall give both oral and written notice to Lender immediately promptly upon ParentBorrower's or such BorrowerGuarantor's receipt of any notice of, or Parent Borrower's or such Borrower Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent Borrower or a Borrower, any of Guarantor or their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary Guarantor transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries Guarantor in order to avoid any material non-compliance, with any Environmental Law, Parent Borrower or such Borrower Guarantor, as the case may be, shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's or Guarantor's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such SubsidiaryGuarantor's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent Borrower and Borrowers Guarantor shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial or other material or waste, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.indemnifications

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's ’s receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a (1) Borrower or (2) any of their respective Subsidiaries Obligor with respect to any Real Estate Security or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries (1) Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause Materials or (ii2) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to Real Estate Security given by any such Person for remediation expenses or fines or penaltiesObligor. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or with respect to any of their respective Subsidiaries Real Estate Security, in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's ’s expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's ’s response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers Borrower shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower Real Estate Security given by it and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower Borrowers shall take prompt and appropriate action to respond to any of Borrowers' non-compliance of it (to the extent Borrowers have knowledge thereof or any of its Subsidiaries would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall regularly report to Lender Agent on such response. (c) Parent and each Borrower Borrowers shall give both oral and written notice to Lender Agent immediately upon Parent's or such Borrower's Borrowers' receipt of any notice of, or Parent or such Borrower Borrowers' otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in by any material liability for remediation expenses Borrower or fines or penalties or upon any of its premises; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: : (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises; (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials by any Borrower or upon any of its premises; or (D) any other environmental, health or safety matter, which affects Parent or could have a Borrower, material adverse effect upon any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a any Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless LenderAgent, its Lenders, and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by any Borrower or upon any of its premises, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement. (e) To the extent any of the provisions of this Section 9.3 as they pertain to the Real Property are inconsistent with the provisions of the deed of trust in favor of Agent and Lenders on the Real Property, the provisions of such deed of trust shall govern.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or Material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: : (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or Borrower, (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or Material, (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or Materials, or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower Borrowers shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and Borrowers shall cause all of their respective Subsidiaries to, establish and maintain, at its their expense, a system to assure and monitor its their continued compliance with all Environmental Laws in all of its their operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, Borrowers who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower Borrowers to Lender. Parent and each Borrower Borrowers shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower Borrowers shall give both oral and written notice to Lender immediately upon Parent's or such any Borrower's receipt of any notice of, or Parent or such Borrower any Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a any Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a any Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a any Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower Borrowers shall, at Lender's request and at Parent's or such Borrower's Borrowers' expense: : (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrowers' non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's Borrowers' response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify indemnify, defend and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower Guarantor shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws, except for such noncompliance which would not have a material adverse effect on Borrower, its business or assets. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower Guarantor shall give both oral and written notice to Lender immediately upon Parent's or such BorrowerGuarantor's receipt of any notice of, or Parent or such Borrower Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Guarantor or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary Guarantor transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (dc) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, Guarantor shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 5.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, : (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or Material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: : (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or Material; (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or Materials; or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent Borrower and each Borrower of its Subsidiaries shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Income Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its (and its Subsidiaries') continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries Subsidiary or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of Subsidiary or their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or any Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoingforegoing and solely with respect to the Real Property, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: : (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's or any Subsidiary's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-non- compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent Borrower and Borrowers its Subsidiaries will conduct their businesses so as to comply in all material respects with all Environmental Laws in all jurisdictions in which any of them is or may at any time be doing business, including, without limitation, environmental, land use, occupational safety or health laws in all jurisdictions in which any of them is or may at any time be doing business, except to the extent that (i) Borrower or any of its Subsidiaries are contesting, in good faith by appropriate legal proceedings, any such Environmental Law or application thereof and (ii) any non-compliance therewith could not reasonably be expected to have a material adverse effect on Borrower, any of its Subsidiaries or any of their business or material properties; provided, that Borrower and each of its Subsidiaries shall jointly comply with the order of any court or other governmental authority relating to such laws unless Borrower or its Subsidiaries shall currently be prosecuting an appeal or proceedings for review and severally shall have secured a stay of enforcement or execution or other arrangement postponing enforcement or execution pending such appeal or proceedings for review. Within thirty (30) days after Borrower learns of the enactment or promulgation of any Environmental Law which could reasonably be expected to have a material adverse effect on Borrower, any of its Subsidiaries or any of their business or properties, Borrower shall provide Lender with notice thereof. At the request of Lender, Borrower shall provide Lender with any additional information relating to environmental matters and any potential related liability resulting therefrom as Lender may reasonably request. (f) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent Each of Borrowers and each Borrower Guarantor shall, and shall cause all of their respective Subsidiaries and Atlantic North any Subject Subsidiary to, at all times, to comply in all material respects with all laws, rules, regulations, licenses, permitsapprovals, approvals orders and orders Permits applicable to it and duly observe all requirements of any Federal, State State, province or local governmental authorityGovernmental Authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, including the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code 58 61 and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental LawsLaws in each case where the failure to so comply has or would have a Material Adverse Effect on such Borrower, Guarantor or Subject Subsidiary. (b) Parent Each of Borrowers and each Borrower shallGuarantor shall establish and maintain, and shall cause all of their respective the Subject Subsidiaries to, to establish and maintain, at its expense, a system to assure and monitor its continued compliance with all applicable Environmental Laws in all of its operations. Upon the request of Administrative Agent, which system shall include annual reviews copies of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all any environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower Borrowers and Guarantor to LenderAdministrative Agent. Parent Borrowers and each Borrower Guarantor shall take prompt and appropriate action to respond to any material non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender Administrative Agent on such response. (c) Parent Each of Borrowers and each Borrower Guarantor shall give both oral and written notice to Lender immediately upon Parent's Administrative Agent promptly after the receipt by any Borrower or such Borrower's receipt Guarantor of any notice of, or Parent any Borrower's or such Borrower Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in violation of any material liability for remediation expenses Environmental Law on any property used by Borrowers or fines or penalties Guarantor or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a any Borrower or Guarantor in any of their respective Subsidiaries material respect or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material on any property used by Borrowers or Guarantor or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a materially adversely effects any Borrower, any of their respective Subsidiaries Guarantor or its business, operations or assets or any properties at which Parent or a any Borrower or Subsidiary Guarantor transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent Each Borrower and each Borrower Guarantor shall, and shall cause all of their respective Subsidiaries and Atlantic North any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all material requirements of any foreign, Federal, State State, Provincial or local governmental authorityGovernmental Authority, including, without limitationincluding ERISA, the Employee Retirement Security Act of 1974, as amendedCode, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, The Occupational Health & Safety Act (Ontario) as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent At the reasonable request of Lender and in any event, to the extent required by applicable law, each Borrower shall, and Guarantor shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such each Borrower or Subsidiary, as the case may be, and Guarantor who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable each Borrower and Guarantor to Lender. Parent Borrowers and each Borrower Guarantor shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent Borrowers and each Borrower Guarantor shall give both oral and written notice to Lender immediately upon Parenta Borrower's or such BorrowerGuarantor's receipt of any notice of, or Parent a Borrower's or such Borrower Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent a Borrower or a Borrower, any of their respective Subsidiaries Guarantor or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary Guarantor transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliancecompliance that would have a material adverse effect on Borrowers' properties, business or financial condition, or any condition which requires any action by or on behalf of Parent or a any Borrower or any of their respective Subsidiaries Guarantor in order to avoid any material non-compliancecompliance that would have a material adverse effect on Borrowers' properties, business or financial condition, with any Environmental Law, Parent or such Borrower or Guarantor shall, at Lender's request and at Parentsuch Borrower's or such BorrowerGuarantor's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's or Guarantor's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such SubsidiaryGuarantor's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent Each Borrower and Borrowers Guarantor shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, inviteesinvites, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a any Borrower or any Subsidiary of a Borrower Guarantor and the preparation and implementation of any closure, remedial or other required plans; provided, however, that no Borrower shall indemnify Lender, its directors, officers, employees, agents, invites, representatives, successors and assigns from such losses, claims, damages, liabilities, costs and expenses resulting from their gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent Except as set forth on Schedules 8.7, 8.10 and each 9.3 hereto, Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws, in which the failure to do so would have a material adverse effect on the Borrower on a consolidated basis. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a an environmental management system to assure and monitor its continued compliance with all Environmental Laws in all of its operationsoperations in accordance with the require- ments of all applicable Environmental Laws and laws and regulations of the U.S. Department of Transportation, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiarywritten policies and procedures, as the case may beapplicable, who are best environmental management practices, and environmental training for all relevant employees, and shall, only upon Lender s reasonable request, cause an annual written operations compliance review to be conducted by an experienced outside environmental consultant familiar with the requirements of the Environmental Laws. Copies At Lender's request, copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-non- compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately as soon as possible upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any material amount of Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any material amount of Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which materially and adversely affects Parent or Borrower on a Borrower, any of their respective Subsidiaries consolidated basis or its business, operations or assets or any properties at which Parent or on a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penaltiesconsolidated basis. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is a material non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such of which non- compliance would result in a material adverse effect on the Borrower on a consolidated basis, Borrower shall, at Lender's request and at Parent's or such Borrower's expense: : (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-non- compliance and prepare and deliver to Lender a report as to such non-non- compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers Borrower shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the Borrower's use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries noncompliance with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claimsclaim, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, Material (including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work work), with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plansplans in connection with such property. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal nonrenewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, times comply in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements material requirements, of any foreign, Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, including the Occupational Safety and Hazard Health Act of 1970, as amended, the Code, the Fair Labor Standards Act of 1938, as amended, and the rules and regulations thereunder, all Federal, State and local statutes, regulations, rules and orders relating to consumer credit (including, without limitation, as each has been amended, the Truth-in-Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act, and regulations, rules and orders promulgated thereunder), all Federal, State and local statutes, regulations, rules and orders pertaining to sales of consumer goods (including, without limitation, the Consumer Products Safety Act of 1972, as amended, and the Federal Trade Commission Act of 1914, as amended, and all regulations, rules and orders promulgated thereunder) and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws, ,except where the failure to so comply does not, individually or in the aggregate, and could not reasonably be expected to, result in a Material Adverse Effect. . (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews periodic assessment of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to LenderAgent upon Agent's written request. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender Agent on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender Agent immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in violation of any material liability for remediation expenses or fines or penalties Environmental Law or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or has a Borrower, any of their respective Subsidiaries Material Adverse Effect on Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: : (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers Borrower shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent Each Borrower and each Borrower Guarantor shall, and shall cause all of their respective Subsidiaries and Atlantic North any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authorityGovernmental Authority, including, without limitationincluding ERISA, the Employee Retirement Security Act of 1974, as amendedCode, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent Each Borrower and each Borrower shall, and Guarantor shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable each Borrower and Guarantor to Lender. Parent Borrowers and each Borrower Guarantors shall take take, and shall cause any Subsidiary to take, prompt and appropriate action to respond to any non-non- compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent Borrowers and each Borrower Guarantors shall give both oral and written notice to Lender immediately upon Parenta Borrower's or such BorrowerGuarantor's receipt of any notice of, or Parent a Borrower's or such Borrower Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a any Borrower or any of their respective Subsidiaries Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than as permitted by or in accordance with any applicable Environmental Laws or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than as permitted by or in accordance with any applicable Environmental Laws or (D) any other environmental, health or safety matter, which affects Parent any Borrower or a Borrower, any of their respective Subsidiaries Guarantor or its business, operations or assets or any properties at which Parent or a any Borrower or Subsidiary Guarantor transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a any Borrower or any of their respective Subsidiaries Guarantor in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower or Guarantor shall, at Lender's request and at Parent's or such Borrower's expense: the expense of Borrowers: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's or Guarantor's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-non- compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such SubsidiaryGuarantor's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent Each Borrower and Borrowers Guarantor shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a any Borrower or any Subsidiary of a Borrower Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-non- renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, times comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local governmental authorityGovernmental Authority, including, without limitationincluding ERISA, the Employee Retirement Security Act of 1974, as amendedCode, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws, except where the failure to so comply does not, individually or in the aggregate, and could not reasonably be expected to, result in a Material Adverse Effect. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance in all material respects with all Environmental Laws as required pursuant to Section 9.3(a) hereof in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe in all material respects all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amendedERISA, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to LenderAgent. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender Agent on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender Agent immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in violates or may violate any material liability for remediation expenses Environmental Law or fines or penalties requires any report thereof under any Environmental Law or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which directly affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries Parent and Atlantic North each Restricted Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local governmental authorityGovernmental Authority, including, without limitationincluding ERISA, the Employee Retirement Security Act of 1974, as amendedCode, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take Restricted Subsidiary to, give prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately Agent upon Parent's or such Borrower's receipt of any written notice of, or Parent or such Borrower otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any applicable Environmental Law by Parent or a Borrower or any of their respective Subsidiaries Restricted Subsidiary or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) other than in the generationordinary course of business and other than as permitted under any applicable Environmental Law in each case, use, storage, treatment, transportation, manufacture, handling, production or disposal to the extent such events described in sub clause of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under the clause (iib) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not would reasonably be expected to result in any material a liability to Parent, Borrower or any Restricted Subsidiary in excess of $100,000. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Agent. Borrower, and shall cause Parent and each Restricted Subsidiary to, shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Agent on such Person for remediation expenses or fines or penaltiesresponse. (dc) Without limiting the generality of the foregoing, whenever Lender Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Parent, Borrower or any of their respective Subsidiaries Restricted Subsidiary in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower Person shall, at LenderAgent's request and at Parent's or such BorrowerPerson's expense: (i) cause an independent environmental engineer acceptable to Lender Agent to conduct such tests of the site where such Person's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (ed) Borrower shall, and shall cause Parent and Borrowers shall jointly and severally each Restricted Subsidiary to, indemnify and hold harmless Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonably attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Restricted Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor insure its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable each Borrower to Lender. Parent and each Each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any have a material liability for remediation expenses adverse effect on the Borrower's business or fines or penalties financial condition or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a such Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries such Borrower or its business, operations or assets or any properties at which Parent or a such Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: : (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers Each Borrower shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by or affecting any Borrower or any of such Borrower's facilities, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work 22 28 with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower Borrowers shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it each Borrower and duly observe all requirements of any Federal, State or local governmental authority, including, without limitation, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental Laws. (b) Parent and each Borrower shall, and Borrowers shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its their operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, Borrowers who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower Borrowers to Lender. Parent and each Borrower Borrowers shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower Borrowers shall give both oral and written notice to Lender immediately upon Parent's or such any Borrower's receipt of any notice of, or Parent or such Borrower any Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in any material liability for remediation expenses or fines or penalties or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a any Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries Borrower or its business, operations or assets or any properties at which Parent or a any Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Parent or a any Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower Borrowers shall, at Lender's request and at Parent's or such Borrower's Borrowers' expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such the Borrowers' non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such the applicable Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall shall, jointly and severally severally, indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement and shall not in any wise limit or abrogate any other indemnification or similar agreement in favor of Lender under any other Financing Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authorityGovernmental Authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, including the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, including all of the Environmental LawsLaws in each case where the failure to so comply could reasonably be expected to have a Material Adverse Effect. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all applicable Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any material non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on each such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately promptly upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which could result in violation of any Environmental Law in any material liability for remediation expenses or fines or penalties respect or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Parent or a Borrower or any of their respective Subsidiaries or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or has a Borrower, any of their respective Subsidiaries material affect on Borrower or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; providedMaterials or (E) that any lien, howeversecurity interest, that notice shall not be required under clause (ii) charge or other encumbrance for liability associated with an Environmental Law has been filed by a Governmental Authority against real or personal property of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, compliance with any Environmental Law, Parent or such Borrower shall, at Lender's reasonable request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where such Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries and Atlantic North to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe in all material respects all requirements of any foreign, Federal, State State, Provincial or local governmental authorityGovernmental Authority, including, without limitation, the Employee Retirement Security Act of 1974Code, as amendedERISA, the Occupational Safety and Hazard Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws and the Gaming Laws. (b) Parent and each Borrower shall, and shall cause all of their respective Subsidiaries to, establish and maintain, at its expense, a system to assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of Parent or such Borrower or Subsidiary, as the case may be, who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations with respect to Parent or a Borrower or any of their Subsidiaries or any of their respective properties shall be promptly furnished, or caused to be furnished, by Parent or the applicable Borrower to Lender. Parent and each Borrower shall take prompt and appropriate action to respond to any non-compliance of it or any of its Subsidiaries with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Parent and each Borrower shall give both oral and written notice to Lender immediately upon Parent's or such Borrower's receipt of any notice of, or Parent or such Borrower Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which that could reasonably be expected to result in any suspension, revocation or limitation on any material Gaming Licenses, or otherwise adversely affect the rights of Borrower to operate its business in accordance with the Gaming Laws, or any material liability for remediation expenses or fines or penalties pursuant to any Gaming Laws or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) to any non-compliance with or violation of any Environmental Law Gaming Laws by Parent Borrower which in the case of clauses (i) and (ii) could have a material adverse affect (A) on the business, assets or a Borrower or any prospects of their respective Subsidiaries or Borrower, (B) the release, spill ability of Borrower to perform its obligations herein or discharge, threatened or actual, in any of any Hazardous Material the other Financing Agreements to which it is a party or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal rights of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Parent or a Borrower, any of their respective Subsidiaries or its business, operations or assets or any properties at which Parent or a Borrower or Subsidiary transported, stored or disposed of any Hazardous Materials; provided, however, that notice shall not be required under clause (ii) of this sentence if such investigation, proceeding, complaint, order, directive, claim, citation, or notice, if resolved or applied adversely to Parent, a Borrower, or one of their Subsidiaries, could not reasonably be expected to result in any material liability to any such Person for remediation expenses or fines or penalties. (d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of Parent or a Borrower or any of their respective Subsidiaries in order to avoid any material non-compliance, with any Environmental Law, Parent or such Borrower shall, at Lender's request and at Parent's or such Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of enforce the site where such non-compliance Obligations or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth realize upon the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Parent's, such Borrower's or such Subsidiary's response thereto or the estimated costs thereof, Collateral. Borrower shall change in any material respect. (e) Parent and Borrowers shall jointly and severally indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (expenses, including attorneys' fees and legal expenses) expenses directly or indirectly arising out of or attributable to the usecompliance by Borrower with any Gaming Laws. (c) Borrower shall establish and maintain, generationat its expense, manufacturea system to assure and monitor its continued compliance with all Environmental Laws in all material respects in all of its operations, reproductionwhich system shall include annual reviews of such compliance by employees or agents of Borrower who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, storageaudits, releaseassessments, threatened releasefeasibility studies and results of remedial investigations shall be promptly furnished, spillor caused to be furnished, discharge, disposal or presence by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of a Hazardous Material, including, without limitation, the costs Environmental Laws and shall regularly report to Lender on such response. (d) Borrower shall give both oral and written notice to Lender immediately upon Borrower's receipt of any required notice of, or necessary repairBorrower's otherwise obtaining knowledge of, cleanup or other remedial work with respect to any property of Parent, a Borrower or any Subsidiary of a Borrower and (i) the preparation and implementation occurrence of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.event