Common use of Environmental Law Compliance Clause in Contracts

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and courts costs) asserted or awarded against or incurred by any of them by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving the presence on such real Property or release from such real Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to the Release Date, resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Parent, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Parent, the Borrower, any Subsidiary of its Restricted Subsidiaries the Borrower or any of their properties and assets Properties establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Parent, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction, or for any event which is both not caused by the Parent, the Borrower or any Subsidiary of the Borrower and occurs after any foreclosure by the Lenders on any specific Property. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or ---------------------------- any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Parent, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Parent, the Borrower, any Subsidiary of its Restricted Subsidiaries the Borrower or any of their properties and assets Properties establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Parent, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any ---------------------------- Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The Borrower and the Parent agree, and shall cause each Restricted Subsidiary to agree, that the use which the Borrower Borrower, the Parent or any of its Restricted their Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, the Parent, any of its Restricted their Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Each of the Parent, the Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Parent, the Borrower or any of its Restricted their Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower Company or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance or solid waste on or to such real Property property in any manner or quantities which would be deemed a violation of the any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term "release" as used in this Section shall have the meanings meaning specified in CERCLA (as defined in the definition of applicable Environmental LawsHazardous Substances), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental LawsHazardous Substances); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the BorrowerCompany, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary Company agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower Company or any of its Restricted Subsidiaries Subsidiary to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower Company shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effect.of

Environmental Law Compliance. The use which the Borrower Company or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance or solid waste on or to such real Property property in any manner or quantities which would be deemed a violation of the any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term "release" as used in this Section shall have the meanings meaning specified in CERCLA (as defined in the definition of applicable Environmental LawsHazardous Substances), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental LawsHazardous Substances); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the BorrowerCompany, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary Company agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower Company or any of its Restricted Subsidiaries Subsidiary to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower Company shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property in any manner or quantities which would be deemed a violation of any the Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected Laws. Borrower further agrees to cause, a Material Adverse Changeexercise reasonable due diligence in the acquisition of real property in connection with compliance with Applicable Environmental Laws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender, the Issuing Bank and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Indemnified Person; providedprovided that, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender, the Issuing Bank or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any Subsidiary or Affiliate of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning meaning, of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or Affiliate or any of their respective properties establishes (to the exclusion of the applicability of CERCLA and assets establishes RCRA) a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower Each of the Borrower, Newco I and each Restricted Subsidiary Newco II agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them the Lender with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary or Affiliate to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence, or whether the actprovided that, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Personthe Lender, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property in any manner or quantities which would be deemed a violation of any the Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender, the Issuing Bank and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender, the Issuing Bank or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which either of the Borrower Borrowers or any of its Restricted their respective FB or DB Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not Law that could reasonably be expected to cause, cause a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, either Borrower or any of its Restricted their respective FB or DB Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower Each of the Borrowers shall, and each Restricted Subsidiary agrees to shall cause their respective FB or DB Subsidiaries to, indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the either Borrower or any of its Restricted their respective FB or DB Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the such Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or ---------------------------- any of its Restricted Subsidiaries intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use Subtenant hereby agrees that Subtenant shall at all times during the Term comply with all laws, rules, regulations and ordinances of all Federal, State, County, regional and/or local authorities having jurisdiction over the Premises (including but not limited to all environmental laws, rules, regulations and/or ordinances of same) and further agrees that Subtenant shall AT NO TIME DURING THE TERM HEREOF STORE OR USE UPON OR UNDER THE PREMISES ANY POLLUTANTS, CONTAMINANTS OR ANY OTHER SUBSTANCES WHICH MAY CAUSE ANY INVESTIGATION BY ANY AGENCY OR INSTRUMENTALITY OF GOVERNMENT. INCLUDING THE ENVIRONMENTAL PROTECTION AGENCY, and the presence of which the Borrower or any of its Restricted Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance or solid waste on or to such real Property may be in violation of any Environmental Lawof said environmental laws, except any such violation rules, regulations and/or ordinances or which is not, and would not reasonably may be expected a nuisance or health threat to cause, a Material Adverse Change. As used herein, occupants of the term "release" as used in this Section shall have the meanings specified in CERCLA (as defined Premises or other persons in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning specified in RCRA (as defined in the definition of applicable Environmental Laws)area; provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow Subtenant may use very small quantities of organic chemicals in the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any normal course of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold business operations on the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and courts costs) asserted or awarded against or incurred by any of them by reason of or arising out of transactions contemplated by this Agreement and express condition (a) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Lawsthat such use shall comply with all laws, rules, regulations and ordinances, (b) any violation by the Borrower or Restricted Subsidiary that while on or before the Release Date of any applicable Environmental Law site, such chemicals shall be stored securely in effect on or before the Release Date, separate containers and (c) that at the conclusion of such use, such chemicals shall be hauled away from the Premises and Property, all in accordance with all laws, rules, regulations and ordinances. In the event Subtenant fails to comply with the previsions hereof, is in violation of the above stated laws, rules, regulations and ordinances, and fails to cure such non-compliance immediately upon discovery of such non-compliance or as promptly thereafter as practicable (but in any actevent within 10 days of written notice from Sublandlord), omissionthen, event Sublandlord may seek injunctive relief and damages and may seek to terminate this Sublease. Subtenant hereby indemnifies and saves Sublandlord harmless against any and alt loss, damages and costs, including reasonable attorneys’ fees and expenses which Sublandlord may hereafter suffer, incur or circumstance existing lay out by reason of any liability arising out of environmental Saws, claims or occurring proceedings due solely to the activities of Subtenant on or prior about the Premises. This indemnification shall extend to the Release Date, involving the presence on such real Property any liability Sublandlord may suffer or release from such real Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to the Release Date, resulting from or incur in connection with the ownership any toxic waste clean up ordered by the Borrower any governmental agency or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates court and arising solely from Subtenant’s activities. The Subtenant’s agreement to indemnify shall not extend to the negligence actions or activities of any indemnified Person; provided, that the Borrower Landord/owner and Subtenant shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdictionliable for Sublandlord’s activities. The provisions of this Section hereof shall survive the Release Date and shall continue thereafter in full force and effectexpiration or termination of this Sublease.

Environmental Law Compliance. The use which the Borrower or ---------------------------- any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and againstTHE BORROWER AGREES TO INDEMNIFY AND HOLD THE ADMINISTRATIVE LENDER AND EACH LENDER HARMLESS FROM AND AGAINST, and to reimburse them with respect toAND TO REIMBURSE THEM WITH RESPECT TO, any and all claimsANY AND ALL CLAIMS, damagesDEMANDS, lossesCAUSES OF ACTION, liabilities and expenses LOSS, DAMAGE, LIABILITIES, REASONABLE COSTS AND REASONABLE EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS' fees and courts costsFEES AND COURTS COSTS) asserted or awarded against or incurred by any of them by reason of or arising out of transactions contemplated by this Agreement and OF ANY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, ASSERTED AGAINST OR INCURRED BY ANY OF THEM AT ANY TIME AND FROM TIME TO TIME BY REASON OF OR ARISING OUT OF (aA) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental LawsTHE FAILURE OF THE BORROWER OR ANY SUBSIDIARY TO PERFORM ANY OF THEIR OBLIGATIONS HEREUNDER REGARDING ASBESTOS OR APPLICABLE ENVIRONMENTAL LAWS, (bB) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release DateANY VIOLATION ON OR BEFORE THE RELEASE DATE OF ANY APPLICABLE ENVIRONMENTAL LAW IN EFFECT ON OR BEFORE THE RELEASE DATE, and AND (cC) any actANY ACT, omissionOMISSION, event or circumstance existing or occurring on or prior to the Release DateEVENT OR CIRCUMSTANCE EXISTING OR OCCURRING ON OR PRIOR TO THE RELEASE DATE (INCLUDING WITHOUT LIMITATION THE PRESENCE ON SUCH REAL PROPERTY OR RELEASE FROM SUCH REAL PROPERTY OF HAZARDOUS SUBSTANCES OR SOLID WASTES DISPOSED OF OR OTHERWISE RELEASED ON OR PRIOR TO THE RELEASE DATE), involving the presence on such real Property or release from such real Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to the Release DateRESULTING FROM OR IN CONNECTION WITH THE OWNERSHIP OF THE REAL PROPERTY, resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real PropertyREGARDLESS OF WHETHER THE ACT, regardless of whether the actOMISSION, omissionEVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrenceINCLUDING IN CONNECTION WITH, or whether the actOR AS A RESULT OF, omissionIN WHOLE OR IN PART, event or circumstance is caused by or relates to the negligence of any indemnified PersonOF ANY NEGLIGENCE OF ADMINISTRATIVE LENDER OR ANY LENDER; providedPROVIDED THAT, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such PersonTHE BORROWER SHALL NOT BE UNDER ANY OBLIGATION TO INDEMNIFY THE ADMINISTRATIVE LENDER OR ANY LENDER TO THE EXTENT THAT ANY SUCH LIABILITY ARISES AS THE RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON, as finally judicially determined by a court of competent jurisdictionAS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effectTHE PROVISIONS OF THIS PARAGRAPH SHALL (I) SURVIVE THE RELEASE DATE AND SHALL CONTINUE THEREAFTER IN FULL FORCE AND EFFECT AND (II) CONTROL OVER THE PROVISIONS OF SECTION 5.10 ------------ HEREOF TO THE EXTENT OF ANY CONFLICT RELATED TO ENVIRONMENTAL MATTERS.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property in any manner or quantities which would be deemed a violation of any the Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected Laws. The Borrower further agrees to cause, a Material Adverse Changeexercise reasonable due diligence in the acquisition of real property in connection with compliance with Applicable Environmental Laws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and againstTHE BORROWER AGREES TO INDEMNIFY AND HOLD THE ADMINISTRATIVE LENDER, and to reimburse them with respect toTHE ISSUING BANK AND EACH LENDER HARMLESS FROM AND AGAINST, any and all claimsAND TO REIMBURSE THEM WITH RESPECT TO, damagesANY AND ALL CLAIMS, lossesDEMANDS, liabilities and expenses CAUSES OF ACTION, LOSS, DAMAGE, LIABILITIES, COSTS AND EXPENSES (including reasonable attorneysINCLUDING ATTORNEYS' fees and courts costsFEES AND COURTS COSTS) asserted or awarded against or incurred by any of them by reason of or arising out of transactions contemplated by this Agreement and OF ANY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, ASSERTED AGAINST OR INCURRED BY ANY OF THEM AT ANY TIME AND FROM TIME TO TIME BY REASON OF OR ARISING OUT OF (aA) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental LawsTHE FAILURE OF THE BORROWER OR ANY SUBSIDIARY TO PERFORM ANY OBLIGATION HEREUNDER REGARDING ASBESTOS OR APPLICABLE ENVIRONMENTAL LAWS, (bB) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release DateANY VIOLATION ON OR BEFORE THE RELEASE DATE OF ANY APPLICABLE ENVIRONMENTAL LAW IN EFFECT ON OR BEFORE THE RELEASE DATE, and AND (cC) any actANY ACT, omissionOMISSION, event or circumstance existing or occurring on or prior to the Release DateEVENT OR CIRCUMSTANCE EXISTING OR OCCURRING ON OR PRIOR TO THE RELEASE DATE (INCLUDING WITHOUT LIMITATION THE PRESENCE ON SUCH REAL PROPERTY OR RELEASE FROM SUCH REAL PROPERTY OF HAZARDOUS SUBSTANCES OR SOLID WASTES DISPOSED OF OR OTHERWISE RELEASED ON OR PRIOR TO THE RELEASE DATE), involving the presence on such real Property or release from such real Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to the Release DateRESULTING FROM OR IN CONNECTION WITH THE OWNERSHIP OF THE REAL PROPERTY, resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real PropertyREGARDLESS OF WHETHER THE ACT, regardless of whether the actOMISSION, omissionEVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrenceOR WHETHER THE ACT, or whether the actOMISSION, omissionEVENT OR CIRCUMSTANCE IS CAUSED BY OR RELATES TO THE NEGLIGENCE OF ANY INDEMNIFIED PERSON; PROVIDED THAT, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedTHE BORROWER SHALL NOT BE UNDER ANY OBLIGATION TO INDEMNIFY THE ADMINISTRATIVE LENDER, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such PersonTHE ISSUING BANK OR ANY LENDER TO THE EXTENT THAT ANY SUCH LIABILITY ARISES AS THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON, as finally judicially determined by a court of competent jurisdictionAS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effectTHE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE RELEASE DATE AND SHALL CONTINUE THEREAFTER IN FULL FORCE AND EFFECT.

Environmental Law Compliance. The use which the Borrower or ---------------------------- any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower shall, and shall cause each Restricted Subsidiary agrees to and Bermuda Corp. to, indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower Parent or any of its Restricted Subsidiaries intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the BorrowerParent, any of its Restricted Material Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees Borrowers agree to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower Parent or any of its Restricted Material Subsidiaries to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower Parent shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effect.of

Environmental Law Compliance. The use which the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any Subsidiary of its Restricted Subsidiaries the Borrower or any of their properties and assets Properties establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction, or for any event which is both not caused by the Borrower or any Subsidiary of the Borrower and occurs after any foreclosure by the Lenders on any specific Property. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Parent, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Parent, the Borrower, any Subsidiary of its Restricted Subsidiaries the Borrower or any of their properties and assets Properties establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Parent, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction, or for any event which is both not caused by the Parent, the Borrower or any Subsidiary of the Borrower and occurs after any foreclosure by the Lenders on any specific Property. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse ChangeLaws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use of which the Borrower or any of its Restricted Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not Law that could reasonably be expected to cause, cause a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, Borrower or any of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower Borrowers shall, and each Restricted Subsidiary agrees to shall cause the Domestic DB Subsidiaries (other than PGE Fiber) to, indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries (other than PGE Fiber (Bermuda) and PGE Fiber) to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their respective properties establishes (to the exclusion of the applicability of CERCLA and assets establishes RCRA) a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent Lender and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent Lender or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which either of the Borrower Borrowers or any of its Restricted their respective FB or DB Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not Law that could reasonably be expected to cause, cause a Material Adverse Change. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, either Borrower or any of its Restricted their respective FB or DB Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower Each of the Borrowers shall, and each Restricted Subsidiary agrees to shall cause their respective FB or DB Subsidiaries (other than PGE Fiber (Bermuda) and PGE Fiber) to, indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the either Borrower or any of its Restricted their respective FB or DB Subsidiaries (other than PGE Fiber (Bermuda) and PGE Fiber) to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property or release from such real Property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the such Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property in any manner or quantities which would be deemed a violation of any the Applicable Environmental Law, except any such violation which is not, and would not reasonably be expected Laws. The Borrower further agrees to cause, a Material Adverse Changeexercise reasonable due diligence in the acquisition of real property in connection with compliance with Applicable Environmental Laws. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and againstTHE BORROWER AGREES TO INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT, and to reimburse them with respect toTHE ISSUING BANKS AND EACH LENDER HARMLESS FROM AND AGAINST, any and all claimsAND TO REIMBURSE THEM WITH RESPECT TO, damagesANY AND ALL CLAIMS, lossesDEMANDS, liabilities and expenses CAUSES OF ACTION, LOSS, DAMAGE, LIABILITIES, COSTS AND EXPENSES (including reasonable attorneysINCLUDING ATTORNEYS' fees and courts costsFEES AND COURTS COSTS) asserted or awarded against or incurred by any of them by reason of or arising out of transactions contemplated by this Agreement and OF ANY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, ASSERTED AGAINST OR INCURRED BY ANY OF THEM AT ANY TIME AND FROM TIME TO TIME BY REASON OF OR ARISING OUT OF (a) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental LawsTHE FAILURE OF THE BORROWER OR ANY SUBSIDIARY TO PERFORM ANY OBLIGATION HEREUNDER REGARDING ASBESTOS OR APPLICABLE ENVIRONMENTAL LAWS, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release DateANY VIOLATION ON OR BEFORE THE RELEASE DATE OF ANY APPLICABLE ENVIRONMENTAL LAW IN EFFECT ON OR BEFORE THE RELEASE DATE, and AND (c) any actANY ACT, omissionOMISSION, event or circumstance existing or occurring on or prior to the Release DateEVENT OR CIRCUMSTANCE EXISTING OR OCCURRING ON OR PRIOR TO THE RELEASE DATE (INCLUDING WITHOUT LIMITATION THE PRESENCE ON SUCH REAL PROPERTY OR RELEASE FROM SUCH REAL PROPERTY OF HAZARDOUS SUBSTANCES OR SOLID WASTES DISPOSED OF OR OTHERWISE RELEASED ON OR PRIOR TO THE RELEASE DATE), involving the presence on such real Property or release from such real Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to the Release DateRESULTING FROM OR IN CONNECTION WITH THE OWNERSHIP OF THE REAL PROPERTY, resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real PropertyREGARDLESS OF WHETHER THE ACT, regardless of whether the actOMISSION, omissionEVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrenceOR WHETHER THE ACT, or whether the actOMISSION, omissionEVENT OR CIRCUMSTANCE IS CAUSED BY OR RELATES TO THE NEGLIGENCE OF ANY INDEMNIFIED PERSON; PROVIDED THAT, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedTHE BORROWER SHALL NOT BE UNDER ANY OBLIGATION TO INDEMNIFY THE ADMINISTRATIVE AGENT, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such PersonTHE ISSUING BANKS OR ANY LENDER TO THE EXTENT THAT ANY SUCH LIABILITY ARISES AS THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON, as finally judicially determined by a court of competent jurisdictionAS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effectTHE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE RELEASE DATE AND SHALL CONTINUE THEREAFTER IN FULL FORCE AND EFFECT.

Environmental Law Compliance. The use which the Borrower or ---------------------------- any Subsidiary of its Restricted Subsidiaries the Borrower intends to make of any real Property property which is owned or leased by it will not result in the disposal or other release of any Hazardous Substance hazardous substance or solid waste on or to such real Property property which is in violation of any Applicable Environmental LawLaws, except any such violation the effect of which is not, and would not could reasonably be expected to cause, have a Material Adverse ChangeEffect. As used herein, the term terms "hazardous substance" and "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning meanings specified in RCRA (as defined in the definition of applicable Applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow lessen the meaning of any term defined thereby, such broader or narrower lesser meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their respective properties establishes (to the exclusion of the applicability of CERCLA and assets establishes RCRA) a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader or lesser than that specified in either CERCLA or RCRA, such broader or lesser meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, reasonable costs and reasonable expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries Subsidiary to perform any obligation of their obligations hereunder regarding asbestos or applicable Applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Applicable Environmental Law at the time of its existence or occurrence; provided that, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Law Compliance. The use which the Borrower or any of its Restricted Subsidiaries Subsidiary intends to make of any real Property property owned by it will not result in the disposal or other release of any Hazardous Substance or solid waste Materials on or to such real Property property in any manner or quantities which would be deemed a violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected Laws. The Borrower further agrees to cause, a Material Adverse Changeexercise reasonable due diligence in the acquisition of real property in connection with compliance with Environmental Laws. As used herein, the term "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and term "disposal" shall have the meaning specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, provided that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries Subsidiary or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees Credit Agreement 83 - 77 - to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damagesdemands, lossescauses of action, liabilities loss, damage, liabilities, costs and expenses (including reasonable attorneys' fees and courts costs) of any kind or character, known or unknown, fixed or contingent, asserted or awarded against or incurred by any of them at any time and from time to time by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving Date (including without limitation the presence on such real Property property or release from such real Property property of Hazardous Substances or solid wastes Materials disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Propertyproperty, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; providedprovided that, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful wilful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section paragraph shall survive the Release Date and shall continue thereafter in full force and effect.