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 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 (a) On or before the Closing Date, Borrower or any of its Restricted Subsidiaries intends to make will provide Lender with copies of any real Property owned environmental assessments or similar reports made by it or on behalf of Borrower with respect to any Financed Convenience Store Location within the preceding five (5) years and, subsequent to the Closing Date, Borrower will not result in the disposal or other release provide Lender with copies of any Hazardous Substance such assessments or solid waste reports thereafter made by or on behalf of Borrower with respect to any Financed Convenience Store Location, promptly as and when made or received by Borrower, but not later than thirty (30) days thereafter. The foregoing shall be cumulative with, and in addition to, any similar requirements made applicable to such real Property any Financed Convenience Store Location in violation Section 10.1. (b) Borrower will notify Lender in writing of any Environmental Law, except any such violation Claim or an accusation or allegation which is not, and may give rise to an Environmental Claim hereafter made against it or received by it which would not or would reasonably be expected to cause, have a Material Adverse ChangeEffect if determined adversely to Borrower within ten (10) days after it first obtains knowledge or notice thereof. As used hereinEach such notice to Lender shall include a copy of any claim, citation, order, notice or other communication (to the extent in writing) received by Borrower from the Person making such Environmental Claim, allegation or accusation, a description of the nature of such Environmental Claim, allegation or accusation, the term "release" as used name of the Person making such Environmental Claim, allegation or accusation, Borrower's anticipated defense to such Environmental Claim, allegation or accusation or the action Borrower proposes to take in this Section respect of such Environmental Claim, allegation or accusation and the anticipated costs to be incurred by Borrower in connection with such Environmental Claim, allegation or accusation (including, without limitation, the amount of any anticipated damages, the costs of defending such Environmental Claim and the costs of any cleanup or corrective action). (c) Borrower covenants and agrees that it (i) shall have the meanings specified in CERCLA (as defined not use, generate, store, or allow to be generated, stored or used, any Hazardous Materials, except in the definition ordinary course of Borrower's business and in accordance with all Environmental Laws, and (ii) shall at all times maintain the Property in full compliance with all applicable Environmental Laws), including timely remediation if and when required. (d) Borrower shall, with due care, in a safe manner, detain the spread of, ameliorate and remove from the any real property owned or leased by Borrower (and from any other Property as required by any Environmental Law) any Hazardous Materials contamination located on, under or about any such Property and monitor or cause to be monitored the levels of Hazardous Materials on, under or about any such Property or in the ground water in accordance with the terms and procedures required by any federal, state or local governmental agency having jurisdiction including, without limitation, any Regional Water Quality Control Board and the Environmental Protection Agency. (e) Lender may require Borrower from time to time to perform or cause to be performed, such studies or assessments of the Property owned or leased by Borrower, as Lender may reasonably deem necessary, appropriate or desirable, to determine the status of environmental conditions on, under and about such Property, which studies and assessments shall be for the benefit of Lender and shall be prepared in accordance with the reasonable specifications established by Lender. (f) In addition, Borrower will promptly notify Lender of any Release or material change in the nature or extent of any Contaminants used, transported or stored by Borrower or any Subsidiary at any Financed Convenience Store Location, and the terms "solid waste" and "disposal" shall have the meaning specified in RCRA (as defined allow no material change in the definition use thereof or Borrower's operations that would increase in any material amount the risk of applicable violation of the Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow Laws without the meaning express prior written approval 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 Lender. (g) Borrower and each Restricted Subsidiary further agrees to indemnify and hold Lender, each Participant and the Administrative Agent officers, directors, agents, employees, Affiliates and representatives of Lender and each Lender Participant (individually an "Indemnified Party" and collectively the "Indemnified Parties") harmless from and against, and to reimburse them with respect to, against any and all damages, penalties, fines, claims, damagesliens, lossessuits, liabilities liabilities, costs (including necessary and actual clean-up and response costs), judgments, and expenses (including reasonable attorneys' fees and courts costsany consultants' or other experts' fees and expenses) of every kind and nature suffered by or asserted against any Indemnified Party (i) under 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 on account of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) including, without limitation, as a result of the past, present or future institution of any violation suits, claims, actions, or proceedings by the any Person against Borrower or Restricted Subsidiary on or before the Release Date Lender in respect of any applicable alleged violation of the Environmental Law in effect on Laws by Borrower or before Borrower's use, storage or disposition of Contaminants, (ii) with respect to any past, present or future Release or Contaminant affecting any Property, whether or not the Release Date, and (c) same originates or emanates from 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 any contiguous real estate, (iii) with respect to any other past, present or future matters affecting any Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to within 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 jurisdiction of any applicable Governmental Authority administering the Environmental Law at Laws or (iv) with respect to any past, present or future requirement under the time Environmental Laws which requires the elimination or removal of its existence any Contaminants or occurrenceother substances regulated pursuant to any Environmental Laws, rules, or whether the act, omission, event or circumstance is caused by or relates to the negligence regulations of any indemnified PersonGovernmental Authority having jurisdiction over Borrower, whether attributable to events occurring before or after the Closing Date; provided, however, that the Borrower shall not be under liable for any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the foregoing arising directly from Lender's gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdictionmisconduct. Any payments required to be made hereunder shall be due and payable on demand. (h) The provisions agreements contained in the preceding clause (d) of this Section 5.9 shall survive the Release Date termination of this Agreement and shall continue thereafter in full force and effecteffect for so long as the prospect of any loss or liability covered by the indemnity contained in such clause (d) exists.

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 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 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 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 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 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 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 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 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 (a) On or before the Closing Date, Borrower will provide Lender with the environmental assessment described in Section 9(g)(7) below together with copies of any environmental assessments or similar reports made by or on behalf of Borrower with respect to any of its Restricted Subsidiaries intends the Real Estate Collateral within the preceding five (5) years (if any); and, subsequent to make the Closing Date, Borrower will provide Lender with copies of any real Property owned such assessments or reports thereafter made by it or on behalf of Borrower with respect to any location where Collateral is located, promptly as and when made or received by Borrower, but not later than thirty (30) days thereafter. (b) Each Guarantor and Borrower will not result notify Lender in the disposal or other release of any Hazardous Substance or solid waste on or to such real Property in violation writing of any Environmental LawClaim as to which a Guarantor or Borrower is reasonably likely to have liability in excess of Fifty Thousand Dollars ($50,000) or any accusation or allegations which may give rise to such an Environmental Claim hereafter made against it or received by it within fifteen (15) days after it first obtains knowledge or notice thereof. Each such notice to Lender shall include a copy of any claim, except citation, order, notice or other communication (to the extent in writing) received by a Guarantor or Borrower from the person making such Environmental Claim, allegation or accusation, a description of the nature of such Environmental Claim, allegation or accusation, the name of the Person making such Environmental Claim, allegation or accusation; such Guarantor's or Borrower's anticipated defense to such Environmental Claim, allegation or accusation or the action such Guarantor or Borrower proposes to take in respect of such Environmental Claim, allegation or accusation and the anticipated costs to be incurred by such Guarantor or Borrower in connection with such Environmental Claim, allegation or accusation (including, with limitation, that amount of any anticipated damages, the costs of defending such violation which is notEnvironmental Claims and the costs of any cleanup or corrective action). (c) In addition, each Guarantor and Borrower will promptly notify Lender of any Release with regard to any Property if such Release would not or would reasonably be expected to cause, have a Material Adverse Change. As used herein, the term "release" as used in this Section shall have the meanings specified in CERCLA (as defined Effect or of material change 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 nature or RCRA is amended so as to broaden or narrow the meaning extent of any term defined therebyContaminants used, such broader transported 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 stored by either Guarantor 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 DateSubsidiary, and (c) any act, omission, event allow no material change in the use thereof or circumstance existing either Guarantor's 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 Borrower's or any Restricted Subsidiary Subsidiary's operations that would increase in any material amount the risk of violation of the real Property, regardless Environmental Laws without the express prior written approval 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 effectLender.

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.

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 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 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 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 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 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 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 (a) Tenant agrees that it shall, at its sole cost and expense, fulfill, observe and comply with all of the Borrower applicable terms and provisions of all federal, state and local environmental laws now in effect or hereinafter enacted, as any of its Restricted Subsidiaries intends the same may be amended from time 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 nottime, and would not reasonably be expected all rules, regulations, ordinances, opinions, orders and directives issued or promulgated pursuant thereto or in connection therewith, as may relate to causeTenant's operations and/or possession or use of the Premises whether pursuant to this Lease or otherwise. (b) Without limiting the foregoing, a Material Adverse Change. As used hereinTenant agrees, 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 Landlord harmless from and against, and to reimburse them with respect to, against any and all claimsliability, penalties losses, expenses, damages, lossescosts, liabilities and expenses (claims, causes of action, judgments and/or the like, of whatever nature, including but not limited to, 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 Dateextent said lien, involving encumbrance, liability, penalty, loss, expense, damage, cost, claim, cause of action, judgment and/or 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 like arise from or in connection with the ownership by the Borrower Tenant's failure or any Restricted Subsidiary inability to observe or comply with all environmental laws. (c) Tenant agrees that each 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 foregoing provisions of this Section 8 shall survive the Release Date expiration or earlier termination of the term of this Lease. (d) Landlord agrees that throughout the Term of this Lease, Landlord will not give any other person or entity the right to generate, process, manufacture, store, handle, treat, release, discharge or dispose of any Hazardous Substances at the Property. (e) Tenant agrees that throughout the term of this Lease, Tenant will provide to the Landlord the Material Safety Data Sheets showing the list of chemicals maintained and shall continue thereafter in full force and effectcontrolled by the Tenant. An initial listing of all MSD sheets will be provided by Tenant to Landlord within (30) days from the effective date of agreement with subsequent updates issued by Tenant to Landlord at maximum quarterly intervals.

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 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 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.