Common use of Environmental Liabilities Clause in Contracts

Environmental Liabilities. The Borrower, its Subsidiaries and its Affiliates shall not become subject to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to (i) the Release or threatened Release at any location of any Environmental Concern Material into the Environment, or any Remedial Action in response thereto, or (ii) any violation of any Environmental, health or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan Agreement.

Environmental Liabilities. The Borrower(a) GP hereby agrees to indemnify the members of the Purchaser Group against, its Subsidiaries and its Affiliates shall not become subject agrees to hold each of them harmless from, all Pre-Closing Environmental Liabilities. For the purpose of clarification, any Liabilities and Costs which Product Liability Claims arising from the Lender deems has presence of Hazardous Materials in any products or is likely to have a Material Adverse Effect arising out of items purchased, sold, consigned, marketed, stored, delivered, distributed or related to (i) transported by the Release or threatened Release at any location of any Environmental Concern Material into the EnvironmentBusiness, either Seller or any Remedial Action in response theretoof its affiliates prior to the Closing Date are specifically excluded from this Section 8.4 and is the subject of Section 8.5; provided, that such product or item is not defined as a waste under Environmental Laws. (iib) Within ten (10) days of receipt of an Environmental Claim with respect to a Pre-Closing Environmental Liability or the discovery of a Pre-Closing Environmental Liability, Purchaser shall provide GP with written notice of the Environmental Claim (“Indemnified Environmental Matter”) and any violation supporting documentation reasonably establishing the existence of any Environmental, health or safety Requirement of Lawsuch Indemnified Environmental Matter (the “Environmental Indemnification Demand”); provided, however, that this covenant failure to give such notice shall not affect the indemnification provided hereunder except to the extent Sellers have been actually and materially prejudiced as a result of such failure. (c) GP shall be responsible for managing all Indemnified Environmental Matters, shall have the right to select counsel and consultants reasonably acceptable to Purchaser, and to challenge the underlying merits of Environmental Claims asserted against a member of the Purchaser Group for which such member seeks indemnification hereunder, including, without limitation, by initiating legal proceedings. GP shall provide Purchaser or its designees with the opportunity to review draft documents prepared in connection with each Indemnified Environmental Matter and shall reasonably consider Purchaser’s or its designees’ comments, including theories of liability or defenses. GP shall provide all plans, reports, pleadings or other litigation-related documents in draft form to Purchaser or its designees for review in a reasonable time prior to delivering such documents to a Government Entity or claimant, and GP shall reasonably consider any of Purchaser’s or its designees’ comments. Where Remedial Action is required, GP may choose the option that is most financially and technologically feasible; provided, that GP may not choose an option that would impose restrictive covenants or deed restrictions upon any Real Property without the consent of Purchaser or its designees, which consent shall not be violated so long as (a) unreasonably withheld taking into consideration the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender reasonably anticipated land use of the assertion Real Property, minimization of such liability or required expenditures promptly upon receiving written notice disruption to operations of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the Borrower, its Subsidiaries Business and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and potential reduction in value. (d) GP shall promptly acknowledge or dispute in writing its obligation to indemnify any member of the Lender is satisfied Purchaser Group for an Indemnified Environmental Matter, but in no event later than fifteen (15) Business Days after receipt of the Environmental Indemnification Demand; provided, that any such written dispute of GP’s obligation to indemnify a member of the Purchaser Group shall set forth in reasonable detail the basis for such dispute. If after good faith efforts, GP and the affected members of the Purchaser Group are unable to resolve their dispute, the parties shall have the opportunity to present the dispute to a committee consisting of one environmental specialist and one member of senior management from each Party with authority to bind GP or such member of the Purchaser Group, as the case may be, which persons shall endeavor to use a good faith efforts to resolve the dispute on a fair and equitable basis. If these efforts are not successful, the dispute shall be resolved by an independent arbitrator. The independent arbitrator shall be selected from a list of three (3) persons, one (1) selected by each party and the third person (who shall be the independent arbitrator) shall be selected by the two (2) previously selected persons. None of the persons shall have a conflict of interest with either Party unless waived in writing by both parties. If GP and the affected member of the Purchaser Group are unable to mutually agree on procedures to conduct the arbitration, the arbitrator shall specify the arbitration procedures. The arbitrator shall be jointly retained by GP and the Purchaser, and GP and Purchaser will equally share the arbitrator’s fees and expenses. (e) GP and its representatives will exercise their commercially reasonable efforts to avoid unreasonable interference with the use of the Real Property and the operation of the Business when managing a Remedial Action. (f) Purchaser, on behalf of the Purchaser Group, acknowledges and agrees that the imposition of such liability during the pendency sole and exclusive remedy of the Borrower'sPurchaser Group with respect to any and all claims relating to any Pre-Closing Environmental Liabilities shall be pursuant to the indemnification provisions set forth in this Section 8.4. In furtherance of the foregoing, its Subsidiaries' Purchaser hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against either Seller or its Affiliates' pursuit affiliates and any of their respective officers, directors, employees, stockholders, agents and Representatives arising in connection with any Environmental Liabilities, except pursuant to the indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under provisions set forth in this Loan AgreementSection 8.4.

Environmental Liabilities. (a) Purchaser has furnished Seller with a copy of the Xxxxxx Associates (the "Environmental Consultants") Environmental Site Assessment of Nord Kaolin, Jeffersonville, Georgia (the "Environmental Site Assessment") conducted at the Purchaser's expense. Seller has furnished Purchaser with a notebook containing environmental due diligence documents (the "Due Diligence Book") received with the December 19, 1996 letter from Xxxxx X. Xxxxx, which describes the environmental condition of the Jeffersonville, Georgia plant. Purchaser has determined that certain Environmental Liabilities described in the Due Diligence Book must be resolved by Seller pursuant to Section 4.5(b) below. The Borrowerenvironmental liabilities to be resolved are listed on SCHEDULE 4.5 hereto ("Environmental Liabilities"). (b) As soon as practicable following the date hereof, Seller shall, for each Environmental Liability at Seller's sole cost and expense, begin the action shown on SCHEDULE 4.5 hereto with respect to all Environmental Liabilities listed on that Schedule utilizing the services of such firm as Seller selects, subject to Purchaser's consent, which shall not be unreasonably withheld, and indemnify and hold harmless Purchaser as provided in Section 14.1(f) hereof, for all costs and expenses incurred by Purchaser in effecting any other action required by any governmental agency or instrumentality or any court or arbitration panel having jurisdiction over the parcel. Purchaser hereby grants Seller, its Subsidiaries employees and representatives the non-exclusive and unrestricted right of access to such parcels requiring action, as necessary to allow Seller to perform and complete such action, and Purchaser agrees that it shall not, and shall cause its Affiliates employees and representatives not to, interfere with such actions. All such actions shall be completed in a manner so as not become subject to unreasonably interfere with Purchaser's use of the parcels being remediated. Seller hereby covenants and agrees to indemnify and hold harmless Purchaser from any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect all loss, liability, costs, claims, demands, damages, actions, causes of action and suits arising out of or in any manner related to (i) the Release or threatened Release at any location of any Environmental Concern Material into the Environment, or any Remedial Action in response thereto, or (ii) any violation of any Environmental, health or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations actions taken under this Loan Agreementsubsection.

Environmental Liabilities. The BorrowerIn no event shall the CONCESSIONAIRE be liable for the Environmental Liabilities or for any environmental impact that another activity may have generated prior to the Closing Date, its Subsidiaries even if the effects occur after such date. If after the Closing Date negative environmental impacts are generated in the Area of Influence of the Concession, the CONCESSIONAIRE shall be liable only in those cases in which it is proven that the grounds of the damage are attributable to it, as determined by the Competent Governmental Authority. However, it shall demonstrate due diligence and its Affiliates articulate efforts with other interested parties to ensure that the impacts are adequately managed and the affectations are compensated, in a climate of dialogue and collaboration. During the elaboration and/or update of the baseline of the Environmental Management Instruments, the CONCESSIONAIRE must identify and evaluate the Environmental Liabilities. In case any of them is identified, it shall not become subject communicate it to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to GRANTOR indicating (i) its implication for the Release or threatened Release at any location of any Environmental Concern Material into the EnvironmentProject, or any Remedial Action in response thereto, or (ii) any violation of any Environmentalits location, health or safety Requirement of Law; provided(iii) its possible extension, however, that this covenant shall not be violated so long as (aiv) the Borrowersocio-environmental impacts it generates and (v) the estimated cost of its remediation. The GRANTOR shall make arrangements with the Competent Governmental Authority(ies) to determine how and who will progressively assume its remediation according to the Applicable Laws and Provisions. Likewise, its Subsidiaries it shall request the Competent Environmental Authority that the remediation actions be executed in the shortest possible time, be supervised and its Affiliates shall have notified monitored. The Parties may agree that the Lender CONCESSIONAIRE executes the remediation of the assertion Environmental Liabilities that are critical for the progress of the Project. In such liability or required expenditures promptly upon receiving written notice case, they shall agree on the mechanism under which the CONCESSIONAIRE shall be compensated for the costs incurred, in accordance with the provisions of such assertionChapter XIX. In the event that during the execution of the Works, Environmental Liabilities are identified that originated before the Closing Date, which due to their nature could not have been detected during the environmental baseline survey, the CONCESSIONAIRE shall communicate to the GRANTOR the finding no later than ten (10) Calendar Days after its discovery, informing (i) its implication for the Project, (bii) its location, (iii) its possible extension, (iv) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, socio-environmental impacts it generates and (cv) the Borrowerestimated cost of its remediation. The Parties may agree by means of an addendum, its Subsidiaries in accordance with the provisions of Chapter XIX and its Affiliates the Applicable Laws and Provisions, the terms and conditions under which the CONCESSIONAIRE shall be diligently pursuing indemnification for such liability carry out the removal, remediation, restitution or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency restoration of the Borrower'saffected environmental components, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan Agreementat GRANTOR's cost.

Environmental Liabilities. The (a) Except as set forth on Schedule 3.17 hereof, the Borrower and the Consolidated Subsidiaries have not used, stored, treated, transported, manufactured, refined, handled, produced or disposed of any Hazardous Materials on, under, at, from, or in any way affecting any of their properties or assets, or otherwise, in any manner which at the time of the action in question violated any Environmental Law governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials and to the best of the Borrower's knowledge, its but without independent inquiry, no prior owner of such property or asset or any tenant, subtenant, prior tenant or prior subtenant thereof has used Hazardous Materials on, from or affecting such property or asset, or otherwise, in any manner which at the time of the action in question violated any Environmental Law governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, except in each instance such violations as in the aggregate would not have a material adverse effect upon the Borrower and the Consolidated Subsidiaries taken as a whole. (b) Except as set forth on Schedule 3.17, the Borrower and its Affiliates shall Consolidated Subsidiaries do not become subject to have any Liabilities and Costs obligations or liabilities, matured or not matured, absolute or contingent, assessed or unassessed, which the Lender deems has or is likely such would reasonably be expected to have a Material Adverse Effect materially adverse effect on the business or financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole and, except as set forth in Schedule 3.17, no claims have been made against the Borrower or any of its Consolidated Subsidiaries during the past five years and no presently outstanding citations or notices have been issued against the Borrower or its Consolidated Subsidiaries, where such would reasonably be expected to have a materially adverse effect on the business or financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole, which in either case have been or are imposed by reason of or based upon any provision of any Environmental Laws, including, without limitation, any such obligations or liabilities relating to or arising out of or related attributable, in whole or in part, to (i) the Release manufacture, processing, distribution, use, treatment, storage, disposal, transport or threatened Release at any location handling of any Environmental Concern Material into Hazardous Materials by the EnvironmentBorrower or the Consolidated Subsidiaries, in their respective capacities as such, or any Remedial Action of their respective employees, agents, representatives or predecessors in response thereto, interest in connection with or (ii) in any violation of any Environmental, health way arising from or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) relating to the Borrower, its the Consolidated Subsidiaries and its Affiliates shall have notified or any of their respective properties, or relating to or arising from or attributable, in whole or in part, to the Lender manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any such substance, by any other Person at or on or under any of the assertion of such liability real properties owned or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) used by 218 the Borrower, its the Consolidated Subsidiaries or any other location where such would have a materially adverse effect on the business or financial condition of the Borrower and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementConsolidated Subsidiaries taken as whole.

Environmental Liabilities. The Borrowera. Notwithstanding any other provision of this Sublease, its Subsidiaries Sublessor shall indemnify and its Affiliates shall not become subject hold harmless the Sublessee and Sublessee's officers, directors, employees, agents, affiliates, successors and assigns from and against, any and all losses, liabilities, damages, costs and expenses (including reasonable fees and disbursements of counsel and expenses of investigation and defense), claims, or other obligations of any nature to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related extent attributable to (ia) environmental conditions existing at the Release leased premises prior to the execution of this Sublease which are attributable to the actions of Sublessor while Sublessor occupied the leased premises (or threatened Release at any location are actually known to the officers of any Environmental Concern Material into the EnvironmentSublessor), or any Remedial Action in response thereto, or (iib) any violation of environmental laws based on actions, failures to act, or conditions associated with the leased premises during the time that Sublessor occupied the leased premises, or (c) environmental conditions existing at the leased premises prior to the execution of this Sublease which are not attributable to the actions of Sublessor while Sublessor occupied the leased premises, to the extent that indemnification therefor is paid to the Sublessor pursuant to existing agreements with Aquila Biopharmaceutical Corporation (which indemnification shall be sought if applicable in good faith by the Sublessor), or (d) any Environmentalviolation of environmental laws based on actions, health failures to act, or safety Requirement conditions not associated with the leased premises during the time that Sublessor occupied the leased premises, to the extent that indemnification therefor is paid to the Sublessor pursuant to existing agreements with Aquila Biopharmaceutical Corporation (which indemnification shall be so sought). b. Notwithstanding any other provision of Law; providedthis Sublease, howeverSublessee shall indemnify and hold harmless Sublessor and Sublessor's officers, that this covenant shall not be violated so long as directors, employees, agents, affiliates, successors and assigns from and against, any and all losses, liabilities, damages, costs and expenses (including reasonable fees and disbursements of counsel and expenses of investigation and defense), claims, or other obligations to the extent attributable to (a) environmental conditions which are the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender result of actions of the assertion Sublessee subsequent to the execution of such liability this Sublease, or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued any violation of environmental laws based on actions, failures to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requestedact, or as otherwise provided herein, (c) conditions associated with the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability leased premises during the pendency Sublessee's occupation of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan Agreementleased premises.

Environmental Liabilities. The Borrower(i) At any time prior to or following the Closing Date, Buyer shall have the right, at its Subsidiaries sole cost and expense, to engage an independent environmental consultant (the "Consultant") to conduct a Phase I and/or Phase II audit, as such terms are commonly understood, with respect to Facilities Real Property and Ground Leases which will include the right to (A) conduct tests of the soil, surface or subsurface waters and air quality at, in, on, beneath or about the Facilities Real Property and Ground Leases, and such other procedures as may be recommended by the Consultant based on its Affiliates reasonable professional judgment, in a manner consistent with good engineering practice, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, (C) inspect all buildings and equipment at the Facilities Real Property and the real estate subject to Ground Leases including, without limitation, the visual inspection thereof for asbestos-containing construction materials and (D) interview Seller and Partnership employees; except that the rights above granted to Buyer with respect to Ground Leases shall not become be subject to any Liabilities required consent of landlord and Costs provided, in each case, such tests, inspections, and interviews shall be conducted only (1) during regular business hours upon reasonable notice to Seller or Partnership (as applicable); and (2) in a manner which will not unduly interfere with the Lender deems has operation of the business of Seller or is likely Partnership (as applicable) and/or the use of, access to have a Material Adverse Effect arising out of or related to (i) egress from the Release or threatened Release at any location of any Environmental Concern Material into Facilities Real Property and the Environment, or any Remedial Action in response thereto, or properties covered by Ground Leases. (ii) If the audits conducted in connection with Section 6.4(b)(i) above detail "recognized environmental conditions" (as such term is commonly used in a Phase I audit) in connection with the Facilities Real Property, Seller shall be responsible for all costs and expenses of cleanup, removal, remedial, corrective or response action necessary to address such recognized environmental condition ("Environmental Remediation"). Seller shall have the right to control such Environmental Remediation. (iii) If Seller and Buyer shall disagree as to the required extent of Environmental Remediation, Seller or Partnership shall notify Buyer of such disagreement in writing specifying in detail the particulars of such disagreement within twenty (20) business days after Seller's receipt of a Phase I or Phase II audit conducted pursuant to Section 6.4(b)(i) above. Buyer shall provide Seller full access to the audits (and all related records) that are the cause of such disagreement. (iv) Buyer and Seller shall use their reasonable efforts for a period of thirty (30) calendar days after Buyer's delivery of the notice referred to in Section 6.4(b)(iii) above (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any violation disagreements raised by Seller with respect to the extent of any EnvironmentalEnvironmental Remediation. If, health at the end of such period, Buyer and Seller are unable to resolve all such disagreements, Dames & Moorx (xxe "Environmental Auditor") shall determine the extent of Environmental Remediation required. The determination of the Environmental Auditor shall be final, binding and conclusive on the parties. Buyer, Seller and Partnership shall use their reasonable efforts to cause the Environmental Auditor to make its determination within thirty (30) calendar days of receipt of the parties' request for a determination. Within thirty (30) calendar days after the date of determination of the Environmental Auditor, Seller and Partnership shall initiate the Environmental Remediation. The fees and expenses of the Environmental Auditor shall be shared equally between Buyer and Seller. (v) In the event Seller reasonably determines that the cost of Environmental Remediation is greater than the fair market value of the parcel of Facilities Real Property being remediated or safety Requirement proposed to be remediated, Seller shall have the option to purchase such Facilities Real Property from Buyer on one year's notice at its fair market value determined by averaging the appraisals of Lawthree recognized appraisers, one selected by Buyer, one selected by Seller and one selected by the two appraisers so selected; provided, however, that the fair market value of any such Facilities Real Property calculated pursuant to this covenant Section 6.4(b)(v) shall not be violated so long take into account any diminution of value of any such Facilities Real Property as (a) the Borrowera result of any "recognized environmental condition" thereon. If Seller exercises this option, its Subsidiaries and its Affiliates Seller shall have notified no further obligation to conduct any Environmental Remediation with respect to such Facilities Real Property. (vi) In the Lender event that within twelve (12) months of the assertion closing Buyer determines that potential environmental liabilities of such liability Seller at the sites of one or required expenditures promptly upon receiving written notice of such assertionmore Ground Leases are material, (b) the Borrower Buyer shall have continued the right to furnish reassign the Lender with such information concerning such asserted Ground Leases to Seller at Seller's expense and without liability or required expenditure as the Lender to Buyer, after which Buyer shall have reasonably requested, no liabilities or as otherwise provided herein, (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for rights under such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementGround Leases.

Environmental Liabilities. The Borrower(a) Except as has not had and would not reasonably be expected to have, its Subsidiaries and its Affiliates shall not become subject to any Liabilities and Costs which either individually or in the Lender deems has or is likely to have aggregate, a Material Adverse Effect arising out of or related to Effect: (i) the Company and each of its Subsidiaries currently is and since December 31, 2011, has been in compliance with all Environmental Laws applicable to the Business; (ii) the Company and each of its Subsidiaries has obtained and currently possesses all Permits applicable to the Business required under applicable Environmental Laws and all such Permits are in full force and effect; (iii) neither the Company nor any of its Subsidiaries has received any written notice or claim against it alleging a Release or the presence of or exposure to Hazardous Substances or any violation of or liability under any Environmental Laws applicable to the Business, other than such notices or claims that have been resolved in all respects, and there are no agreements, orders or decrees with or by a Governmental Authority relating to such matters; (iv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is or may be liable to any Person or entity or potentially responsible for Remedial Measures applicable to the Business under any applicable Environmental Law as a result of the presence or Release or threatened Release of, or exposure to, any Hazardous Substance at any location location. (b) To the extent reasonably available to the individuals set forth on Section A(iii) of any the Sellers Disclosure Schedule, the Company has made available to the Acquiror a true, complete and correct copy of (i) all material reports, studies, analyses and audits in its possession, custody or control relating to compliance with or liability under applicable Environmental Concern Material into the EnvironmentLaws or with respect to Hazardous Substances, or any Remedial Action in response thereto, or (ii) any violation of any Environmentalall material permits, health authorizations, licenses, exemptions and other governmental authorizations issued to it pursuant to applicable Environmental Laws and (iii) all correspondence with Governmental Authorities relating to liabilities pursuant to Environmental Law or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued with respect to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requestedHazardous Substances, or with other Persons as otherwise provided herein, to which a dispute has arisen pursuant to Environmental Laws or with respect to Hazardous Substances. (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition For purposes of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan Agreement.:

Environmental Liabilities. The Borrower, its Subsidiaries and its Affiliates shall not become subject to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to (i) the Release or threatened Release at any location of any Environmental Concern Material into the Environment, or any Remedial Action in response thereto, or (ii) any violation of any Environmental, health or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or Except as otherwise provided herein, Chevron shall have no liability for any environmental contamination which resulted from operations at the EPR Refinery prior to the Commencement Date regardless whether such contamination is now or hereafter located on or off the EPR Refinery, and RHC hereby agrees that Chevron has no responsibility therefor. Except as otherwise provided herein, RHC shall have no liability for any environmental contamination which resulted from operations at the Chevron Refinery regardless whether such contamination is now or hereafter located on or off the Chevron Refinery, and Chevron hereby agrees that RHC has no responsibility therefor. (b) Chevron is currently engaged in making an environmental assessment of the EPR Refinery. If prior to the end of the Transition Period specified in Section 5, Chevron discovers any information regarding the environmental condition of the EPR Refinery which in Chevron’s reasonable judgment would materially impair the benefit of this agreement to Chevron, Chevron shall have the right to terminate this agreement upon giving written notice to RHC of such termination prior to the end of the Transition Period. (c) Chevron and RHC acknowledge the Borrower, its Subsidiaries existence of certain governmental remedial and its Affiliates shall cleanup requirements with regard to the EPR Refinery. Chevron agrees to operate the Combined Facility subsequent to the Commencement Date in a prudent manner so as to comply with any such existing remedial or cleanup requirements or any such remedial or cleanup requirement that may be diligently pursuing indemnification for imposed in the future to the extent such liability or required expenditures from any Person which has an obligation requirements are applicable to provide such indemnification, and the Designated Facilities. (d) Chevron shall assume initial responsibility for compliance with any governmental requirements with regard to all solid waste management units subject to corrective action under the Lender is satisfied that Resource Conservation Recovery Act (“RCRA”) or the imposition Texas Water Code or hazardous waste management activities subject to regulation under RCRA or the Texas Water Code, associated with operations at the EPR Refinery prior to the Commencement Date (whether currently identified or identified in the future), including but not limited to those sites identified in Exhibit H (“RCRA Sites”). Chevron shall invoice RHC each month for Chevron’s reasonable costs and expenses incurred in complying with any such remedial or cleanup requirements with regard to such RCRA Sites. RHC shall pay such invoice prior to the end of the month following the month in which such costs and expenses were incurred by Chevron. RHC shall have the right at any time to assume direct responsibility for compliance with any such remedial or cleanup requirements. (e) RHC shall reimburse Chevron for a percentage (specified below) of all costs and expenses incurred by Chevron in connection with cleanup or remediation of contamination located off of the EPR Refinery or the Chevron Refinery. Such percentage shall be equal to the percentage of such liability during cleanup and remediation costs and expenses reasonably attributable to the pendency cleanup or remediation of environmental contamination originating from operations at the EPR Refinery prior to the Commencement Date. Chevron shall invoice RHC each month for RHC’s percentage of such costs and expenses. RHC shall pay such invoice prior to the end of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair month following the Borrower's, its Subsidiaries' or its Affiliates' ability month in which such costs and expenses were incurred by Chevron. The parties hereto shall cooperate in seeking to perform its financial obligations under this Loan Agreementrecover such costs and expenses from potentially responsible third parties.

Environmental Liabilities. The (a) Except as set forth on Schedule 3.17 hereof, the Borrower and the Consolidated Subsidiaries have not used, stored, treated, transported, manufactured, refined, handled, produced or disposed of any Hazardous Materials on, under, at, from, or in any way affecting any of their properties or assets, or otherwise, in any manner which at the time of the action in question violated any Environmental Law governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials and to the best of the Borrower's knowledge, its but without independent inquiry, no prior owner of such property or asset or any tenant, subtenant, prior tenant or prior subtenant thereof has used Hazardous Materials on, from or affecting such property or asset, or otherwise, in any manner which at the time of the action in question violated any Environmental Law governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, except in each instance such violations as in the aggregate would not have a material adverse effect upon the Borrower and the Consolidated Subsidiaries taken as a whole. (b) Except as set forth on Schedule 3.17, the Borrower and its Affiliates shall Consolidated Subsidiaries do not become subject to have any Liabilities and Costs obligations or liabilities, matured or not matured, absolute or contingent, assessed or unassessed, which the Lender deems has or is likely such would reasonably be expected to have a Material Adverse Effect materially adverse effect on the business or financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole and, except as set forth in Schedule 3.17, no claims have been made against the Borrower or any of its Consolidated Subsidiaries during the past five years and no presently outstanding citations or notices have been issued against the Borrower or its Consolidated Subsidiaries, where such would reasonably be expected to have a materially adverse effect on the business or financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole, which in either case have been or are imposed by reason of or based upon any provision of any Environmental Laws, including, without limitation, any such obligations or liabilities relating to or arising out of or related attributable, in whole or in part, to (i) the Release manufacture, processing, distribution, use, treatment, storage, disposal, transport or threatened Release at any location handling of any Environmental Concern Material into Hazardous Materials by the EnvironmentBorrower or the Consolidated Subsidiaries, in their respective capacities as such, or any Remedial Action of their respective employees, agents, representatives or predecessors in response thereto, interest in connection with or (ii) in any violation of any Environmental, health way arising from or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) relating to the Borrower, its the Consolidated Subsidiaries and its Affiliates shall have notified or any of their respective properties, or relating to or arising from or attributable, in whole or in part, to the Lender manufacture, processing, distribution, use, treatment, storage, disposal, 129 transport or handling of any such substance, by any other Person at or on or under any of the assertion of such liability real properties owned or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) used by the Borrower, its the Consolidated Subsidiaries or any other location where such would have a materially adverse effect on the business or financial condition of the Borrower and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementConsolidated Subsidiaries taken as whole.

Environmental Liabilities. The Borrower, conduct its Subsidiaries and its Affiliates shall business so as not to become subject to any Liabilities and Costs which liability under any Environmental Protection Law that, individually or in the Lender deems has or is likely aggregate, could reasonably be expected to have a Material Adverse Effect arising out Effect. Payment of Notes and Maintenance of Office The Company will punctually pay, or related cause to be paid, the principal of and interest (and Prepayment Compensation Amount, if any) on, the Notes, as and when the same shall become due according to the terms hereof and of the Notes, and will maintain an office at the address of the Company as provided in Section 9.1 where notices, presentations and demands in respect hereof or the Notes may be made upon it. Such office will be maintained at such address until such time as the Company notifies the holders of the Notes of any change of location of such office, which will in any event be located within the United States of America. Pension Plans Compliance The Company will, and will cause each ERISA Affiliate to, at all times with respect to each Plan, comply with all applicable provisions of ERISA and the IRC, except for such failures to comply that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Prohibited Actions The Company will not, and will not permit any ERISA Affiliate to: (i) engage in any "prohibited transaction" (as such term is defined in section 406 of ERISA or section 4975 of the Release IRC) or threatened Release at any location "reportable event" (as such term is defined in section 4043 of any Environmental Concern Material into ERISA) that could result in the Environment, imposition of a tax or any Remedial Action in response thereto, or penalty; (ii) incur with respect to any violation Plan any "accumulated funding deficiency" (as such term is defined in section 302 of ERISA), whether or not waived; (iii) terminate any Environmental, health or safety Requirement of Law; provided, however, Plan in a manner that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that could result in the imposition of such liability during a Lien on the pendency Property of the Borrower'sCompany or any Subsidiary pursuant to section 4068 of ERISA or the creation of any liability under section 4062 of ERISA; (iv) fail to make any payment required by section 515 of ERISA; (v) incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan or any liability as a result of the termination of any Multiemployer Plan; or (vi) incur any liability or suffer the existence of any Lien on the Property of the Company or any ERISA Affiliate, its Subsidiaries' in either case pursuant to Title I or its Affiliates' pursuit Title IV of indemnification will not materially impair ERISA or pursuant to the Borrower'spenalty or excise tax or security provisions of the IRC; if the aggregate amount of the taxes, its Subsidiaries' or its Affiliates' ability penalties, funding deficiencies, interest, amounts secured by Liens, and other liabilities in respect of any of the foregoing at any time could reasonably be expected to perform its financial obligations under this Loan Agreementhave a Material Adverse Effect.

Environmental Liabilities. The BorrowerExcept as set forth in Section 3.19 of the Seller Disclosure Schedule: (a) the Conveyed Entities’ operations are and, its Subsidiaries and its Affiliates shall not become subject for the past three (3) years, have been in material compliance with all applicable Environmental Laws; (b) there is no pending or, to the Knowledge of Sellers, threatened, civil or criminal litigation, written notice of violation or formal administrative proceeding, investigation, request for information, or claim relating to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to applicable Environmental Law involving (i) the Release Conveyed Entities’ respective operations or threatened Release at any location of any Environmental Concern Material into the Environment, Owned Real Property or any Remedial Action in response theretoLeased Real Property, or (ii) any violation products manufactured, marketed, sold or distributed by the Conveyed Entities, their Subsidiaries, or any of their predecessors, except for any Environmentalsuch litigation, health notice, proceeding, investigation, request for information or safety Requirement of Law; provided, however, claim that this covenant shall would not reasonably be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender expected to give rise to material liabilities or obligations of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued Conveyed Entities pursuant to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, Environmental Law; (c) the BorrowerConveyed Entities have those material permits, its Subsidiaries licenses and its Affiliates shall be diligently pursuing indemnification for such liability or approvals which are required expenditures from any Person which has an obligation under applicable Environmental Law (the “Environmental Permits”) to provide such indemnificationoperate their respective businesses as currently operated by them, and are in material compliance with same, including having made appropriate filings for issuance or renewal thereof (d) there have been no Releases or threatened Releases of, or exposure to, Hazardous Materials (i) at, on, about, under or migrating from or, to the Lender is satisfied Knowledge of Sellers, migrating to any Real Property or, to the Knowledge of Sellers, any real property formerly owned, leased or operated by the Conveyed Entities or any of their predecessors, (ii) arising from or relating to the operations of, or, to the Knowledge of Sellers, any products manufactured, marketed, sold or distributed by, any Conveyed Entity or any of their predecessors; in each case, that the imposition of such liability during the pendency would reasonably be likely to give rise to material liabilities or obligations under any Environmental Laws; (e) None of the Borrower'sConveyed Entities have assumed or retained, its Subsidiaries' by contract or its Affiliates' pursuit operation of indemnification will not materially impair Law, any obligation under any Environmental Law or concerning any Hazardous Materials that could reasonably be expected to result in material liability or obligation to the Borrower'sConveyed Entities under any applicable Environmental Law; and (f) the Sellers have made available to Buyer true and complete copies of any environmental site assessments, its Subsidiaries' and any other similar reports, studies, analyses, tests, monitoring, or its Affiliates' ability other material documents or correspondence possessed or initiated by, or reasonably available to perform its financial obligations the Conveyed Entities, pertaining to Environmental Laws and (i) the Conveyed Entities or any of their predecessors, or (ii) the Real Property or any real property formerly owned, leased or operated by the Conveyed Entities or any of their respective predecessors. Other than as set forth in this Section 3.19, no other representation or warranty shall be given or deemed to be made in respect of matters arising solely under this Loan AgreementEnvironmental Laws or any matters with respect to Hazardous Materials.

Environmental Liabilities. The Borrower(a) Seller shall be liable for those Damages for Environmental Liability that are incurred on account of, its Subsidiaries and its Affiliates shall not become subject to or that are attributable to, any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to SH&E Condition (i) that is disclosed in the Release or threatened Release at any location of any Refinery Baseline ("Disclosed Seller Environmental Concern Material into the Environment, or any Remedial Action in response thereto, Liabilities") or (ii) (A) that is not disclosed in the Refinery Baseline, (B) that is discovered after the Closing Date other than in breach of Section 13.03, and (C) that is demonstrated by Buyer by a preponderance of the evidence to have arisen out of the Operations or any violation activities involving the Assets prior to the Effective Time ("New Seller Environmental Liabilities", together with Disclosed Seller Environmental Liabilities, "Seller Environmental Liabilities"). (b) Buyer shall be liable for those Damages for Environmental Liabilities that are incurred on account of, or that are attributable to, any SH&E Condition arising from or relating to the Operations or any activities involving the Assets (i) after the Effective Time or (ii) prior to the Effective Time, but only in the case of this clause (ii) to the extent Seller has not assumed liability under Sections 13.02(a) or 13.04, or Seller's liability is extinguished pursuant to the limitations set forth in this Section 13 ("Buyer Environmental Liabilities"). (c) If the origin (i.e., pre- or post- Closing) is indeterminate, liability shall be determined in accordance with the arbitration procedures set forth in Section 13.10. (d) If the remediation of any EnvironmentalSH&E Condition involves both Buyer Environmental Liabilities and Seller Environmental Liabilities, health the parties shall apportion the cost of such remediation in proportion to each Parties share of the total Environmental Liability for such location. If the Parties can not agree on the allocation of such Environmental Liability, the dispute shall be resolved in accordance with Section 13.10. Notwithstanding Section 13.08, if Buyer's fractional cost as so calculated exceeds eleven-twentieths (11/20ths), Buyer shall, at Buyer's option by notice to Seller, be entitled to take over the remediation efforts at the site of such contamination with the costs of such remediation shared between Buyer and Seller as set forth in this Section. (e) Any Seller liability and responsibility for Damages for Environmental Liability incurred pursuant to this Section 13.02 shall be subject to the following limitations and conditions: (i) Seller's obligation to remediate any SH&E Condition shall be determined by reference to SH&E Laws or safety Requirement related Legal Requirements in existence and as enforced at the date of Law; providedClosing, howeverexcept to the extent such SH&E Laws or related Legal Requirements are modified to establish a remediation standard which is in effect at the time the Seller is engaged in active remediation of a SH&E Condition which is Seller's Environmental Liability; (ii) Seller's obligation to remediate any SH&E Condition shall cease when Closure is obtained; (iii) Buyer shall have given Seller written notice identifying the SH&E Condition, or of any major site assessment or major investigation that this covenant could lead to the discovery of an SH&E Condition, so that Seller may participate, at its own expense, in any discussions or negotiations with any applicable governmental authority concerning the design and implementation of any remediation plan or project where Seller has, or is reasonably likely to have, any liability or responsibility, and Buyer has not proposed, discussed or agreed to any such plan or project without Seller's prior written consent, which shall not be violated so long as unreasonably withheld; (aiv) the BorrowerFor purposes of Sections 13.02(a), its Subsidiaries Seller's obligations under Section 13.02 for any Seller Environmental Liabilities will be limited to Environmental Liabilities identified and its Affiliates shall have notified the Lender for which Buyer is under an order or requirement of the assertion an applicable governmental agency to engage in active remediation (e.g. not monitoring, testing or reporting) of such liability a SH&E Condition or required expenditures promptly upon receiving claims from third parties that require Buyer to engage in active remediation (e.g. not monitoring, testing or reporting) of a SH&E Condition and written notice of such assertionorder or requirement and Seller's liability under Section 13.02(a) is given by Buyer to Seller within ten (10) years after the Closing Date, regardless of when such amounts must be paid; (v) Seller's total aggregate liability for Seller Environmental Liabilities, including its indemnity obligation under Section 14.01(a), incurred after the Effective Time on account of, or that are attributable to, any SH&E Condition arising from or relating to the Operations or any activities involving the Assets shall not exceed $50 million in the aggregate. For purposes of example but not in limitations (i) amounts paid by Seller that are reimbursed or paid by any insurance (but excluding self-insurance arrangements), (bii) amounts received by Seller in respect of claims of indemnity from third parties (other than amounts from the Borrower shall have continued to furnish prior owners of the Lender with such information concerning such asserted liability or required expenditure Refinery as the Lender shall have reasonably requested, or as otherwise provided hereinset forth below), (ciii) the BorrowerDamages in respect of third-party claims (including, its Subsidiaries without limitation, tort claims, claims for personal injury, claims for property damage, natural resource damage claims and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnificationpunitive damages), and (div) Damages in respect of the Lender is satisfied Release by Seller of dioxins into San Francisco Bay shall be included for purposes of determining Seller's total aggregate liability of $50 million under this Section 13.02(e)(v). Amounts paid by Seller in respect of fines, penalties and assessments assessed by any governmental authority (other than to the extent used for "supplemental environmental projects" or other projects that benefit the Refinery) and amounts that the imposition prior owners of the Refinery have currently agreed to assume and actually in the future pay for Environmental Liabilities shall not be included for purposes of determining Seller's total aggregate liability of $50 million under this Section 13.02(e)(v); and (vi) At the election of Seller, Buyer and Seller will negotiate in good faith from time to time to attempt to agree upon the cost of Seller's obligations under Section 13.02 and the transfer of the responsibility for such Seller Environmental Liabilities. If the Parties agree upon the cost of the transfer of such liability during Liabilities, Seller may pay to Buyer a lump sum payment representing the pendency present value (calculated using a discount rate of Y percent (Y%) real) as of such date for some or all identified, reasonably estimated and unpaid projected Damages for Seller Environmental Liabilities, where Y shall equal the Borrower'sBase Rate plus 100 basis points. Upon such lump sum payment pursuant to this Section 13.02(e)(vii), its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair Seller shall have no further obligations to Buyer for Damages for the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementSeller Environmental Liabilities addressed by such payment.

Environmental Liabilities. The BorrowerExcept as set forth in Section 3.19 of the Seller Disclosure Schedule: (a) the Conveyed Entities’ operations are and, its Subsidiaries and its Affiliates shall not become subject for the past three (3) years, have been in material compliance with all applicable Environmental Laws; (b) there is no pending or, to the Knowledge of Sellers, threatened, civil or criminal litigation, written notice of violation or formal administrative proceeding, investigation, request for information, or claim relating to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to applicable Environmental Law involving (i) the Release Conveyed Entities’ respective operations or threatened Release at any location of any Environmental Concern Material into the Environment, Owned Real Property or any Remedial Action in response theretoLeased Real Property, or (ii) any violation products manufactured, marketed, sold or distributed by the Conveyed Entities, their Subsidiaries, or any of their predecessors, except for any Environmentalsuch litigation, health notice, proceeding, investigation, request for information or safety Requirement claim that would not reasonably be expected to give rise to material liabilities or obligations of the Conveyed Entities pursuant to Environmental Law; provided, however, that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the BorrowerConveyed Entities have those material permits, its Subsidiaries licenses and its Affiliates shall be diligently pursuing indemnification for such liability or approvals which are required expenditures from any Person which has an obligation under applicable Environmental Law (the “Environmental Permits”) to provide such indemnificationoperate their respective businesses as currently operated by them, and are in material compliance with same, including having made appropriate filings for issuance or renewal thereof 42 (d) there have been no Releases or threatened Releases of, or exposure to, Hazardous Materials (i) at, on, about, under or migrating from or, to the Lender is satisfied Knowledge of Sellers, migrating to any Real Property or, to the Knowledge of Sellers, any real property formerly owned, leased or operated by the Conveyed Entities or any of their predecessors, (ii) arising from or relating to the operations of, or, to the Knowledge of Sellers, any products manufactured, marketed, sold or distributed by, any Conveyed Entity or any of their predecessors; in each case, that the imposition of such liability during the pendency would reasonably be likely to give rise to material liabilities or obligations under any Environmental Laws; (e) None of the Borrower'sConveyed Entities have assumed or retained, its Subsidiaries' by contract or its Affiliates' pursuit operation of indemnification will not materially impair Law, any obligation under any Environmental Law or concerning any Hazardous Materials that could reasonably be expected to result in material liability or obligation to the Borrower'sConveyed Entities under any applicable Environmental Law; and (f) the Sellers have made available to Buyer true and complete copies of any environmental site assessments, its Subsidiaries' and any other similar reports, studies, analyses, tests, monitoring, or its Affiliates' ability other material documents or correspondence possessed or initiated by, or reasonably available to perform its financial obligations the Conveyed Entities, pertaining to Environmental Laws and (i) the Conveyed Entities or any of their predecessors, or (ii) the Real Property or any real property formerly owned, leased or operated by the Conveyed Entities or any of their respective predecessors. Other than as set forth in this Section 3.19, no other representation or warranty shall be given or deemed to be made in respect of matters arising solely under this Loan AgreementEnvironmental Laws or any matters with respect to Hazardous Materials.

Environmental Liabilities. The BorrowerExcept with respect to fines and penalties covered by Section 14.01(A)(ii): A. Seller shall be liable for those Damages for Environmental Liability in excess of the Threshold Amount and less than or equal to one million dollars ($1,000,000.00) incurred each year and only after Buyer or, after the Effective Time, the Company, has incurred and paid annually the Threshold Amount. B. Seller shall be liable for fifty (50) percent of those Damages for Environmental Liability incurred in excess of one million dollars ($1,000,000.00) per year until the Buyer and, after the Effective Time, the Company have collectively incurred and paid an aggregate of five million dollars ($5,000,000.00) of Damages for Environmental Liability net of any amounts reimbursed by Seller under this Section. C. Seller shall be liable for all Damages for Environmental Liability after Buyer and, after the Effective Time, the Company have collectively incurred and paid an aggregate of five million dollars ($5,000,000.00) of Damages for Environmental Liability net of any amounts reimbursed by Seller under this Section. D. Any Seller liability and responsibility for Damages for Environmental Liability incurred pursuant to this subparagraph shall arise if, and only to the extent, that: (1) Damages are incurred pursuant to Legal Requirements and encompass only work reasonably necessary, as of the discovery of any SH&E Condition, to meet the minimum requirements of SH&E Laws applicable to the operation of a refinery; (2) Buyer has given Seller written notice identifying the SH&E Condition, or of any major site assessment or investigation that could lead to the discovery of an SH&E Condition, so that Seller may participate, at its Subsidiaries own expense, in any discussions or negotiations with any applicable governmental authority concerning the design and its Affiliates shall implementation of any remediation plan or project where Seller has, or is reasonably likely to have, any liability or responsibility, and Buyer has not become subject proposed, discussed or agreed to any Liabilities and Costs such plan or project without Seller's prior written consent, which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to (i) the Release or threatened Release at any location of any Environmental Concern Material into the Environment, or any Remedial Action in response thereto, or (ii) any violation of any Environmental, health or safety Requirement of Law; provided, however, that this covenant shall not be violated so long unreasonably withheld; and (3) Seller's obligation under this Section relates to an SH&E Condition identified pursuant to Section 13.01(D)(2) within three (3) years after the Effective Time, regardless of when such amounts must be paid. Notwithstanding anything to the contrary, on or prior to the tenth anniversary of the Effective Time, the Seller shall pay to the Company a lump sum payment representing the present value (calculated using a discount rate of eight (8) percent real) as (a) the Borrowerof that date for all identified, its Subsidiaries reasonably estimated and its Affiliates unpaid projected Damages for Environmental Liability with respect to environmental projects which are ongoing on that date and which are subject to indemnity hereunder. Upon such lump sum payment, Seller shall have notified no further obligations to Buyer or the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification Company for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementDamages for Environmental Liability.

Environmental Liabilities. The Borrower(a) Prior to the Closing Date and as expeditiously as possible following execution of the Environmental Order on Consent by Seller and DEC, its Subsidiaries Seller shall petition the Bankruptcy Court for approval of the Environmental Order on Consent and its Affiliates authority to carry out Seller’s obligations contained in this Section 8.19. In the event that the Bankruptcy Court does not approve the Environmental Order on Consent in a form substantially similar to that contained in Exhibit D hereto, Seller shall not become subject use commercially reasonable efforts to any Liabilities obtain Bankruptcy Court approval of a revised Environmental Order on Consent (including the Schedule of Compliance) that is reasonably acceptable to Purchaser. (b) At all times prior to and Costs which following the Lender deems has or is likely to have a Material Adverse Effect arising out of or related to Closing Date, at Seller’s sole cost and expense, Seller shall: (i) undertake all activities, including all removal and replacement of all underground storage tanks, upgrading of the Release or threatened Release at any location of any remaining above-ground storage tank, and addressing all soil and groundwater contamination, required by the Environmental Concern Material into the Environment, or any Remedial Action in response thereto, or Order on Consent as expeditiously as is commercially practicable; (ii) any violation secure from DEC a “no further action” letter (A) containing no conditions that would reasonably be expected to adversely and materially impact the continued operation, or value, of the Purchased Real Property for substantially the same use as it is being used for upon the Closing, or that would require the imposition of any Environmentalinstitutional or engineering controls, health liens or safety Requirement of Law; providedencumbrances on the Purchased Real Property, howeverunless Purchaser, that this covenant shall not be violated so long as (a) in its [sole] reasonable discretion, consents in writing to any such institutional or engineering controls, liens or encumbrances on the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertionPurchased Real Property, (bB) terminating the Borrower shall have continued Environmental Order on Consent and (C) providing for the final resolution and closure of all “open spill” numbers and cases required to furnish be addressed by the Lender Environmental Order on Consent; and (iii) close in compliance with such information concerning such asserted liability or applicable Environmental Laws any groundwater monitoring xxxxx associated with any groundwater investigation and monitoring required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, by DEC (“Final Closure”). (c) In connection with Seller’s securing Final Closure: (i) as a condition precedent to Seller’s obligation to comply with the Borrowerprovisions of this Section 8.19 relating to securing Final Closure, its Subsidiaries and subject to the provisions set forth below, Purchaser shall provide Seller and its Affiliates Representatives (including its environmental consultant) such limited, non- exclusive access to the Site (as defined in the Environmental Order on Consent) during normal business hours and subject to the limitations and provisions set for herein, as is reasonably necessary for the performance of all investigatory, remedial, monitoring or other activities as are reasonably required to comply with the Environmental Order on Consent and Seller’s obligations under Section 8.19(b) above, including securing Final Closure (collectively, the “Final Closure Activities”); (ii) Seller (or its Representatives) shall provide advance written notice to Purchaser (or Purchaser’s designated representative), prior to accessing the Site, of Seller’s (or its Representatives’) intent to access the Site, which notice shall include a general description of the Final Closure Activities expected to be performed, at least three (3) business days prior to the date on which access to the Site is sought; (iii) all Final Closure Activities by or on behalf of Seller at the Site shall be diligently pursuing indemnification for undertaken at such liability or required expenditures from any Person which has an obligation times and in such a manner as to provide such indemnificationavoid unreasonable interference with, and to minimize any disturbance to, the Business and the normal business operations and activities of Purchaser at the Site. All Final Closure Activities performed by or on behalf of Seller shall be performed in a safe and worker-like manner, in full compliance with all applicable Environmental Laws. Seller shall secure all Environmental Permits required in connection with any Final Closure Activities to be undertaken at the Site; (div) Seller shall repair any damages caused to the Lender Site in connection with any access granted hereunder or Final Closure Activities and shall restore the property to substantially its condition prior to the conduct thereof; (v) Seller shall promptly provide to Purchaser copies of all documents, including correspondence, submitted to and received from DEC (including correspondence from DEC received by Seller’s environmental consultant) and shall provide Purchaser with an opportunity to attend any meetings with any DEC representatives; and (vi) Seller shall use an environmental consultant for the Final Closure Activities that is satisfied reasonably satisfactory to Purchaser. Seller shall have Purchaser named as an additional insured on the professional or general liability insurance coverage of Seller’s environmental consultant with respect to the Final Closure Activities that Seller’s environmental consultant will be undertaking at the imposition of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementSite.

Environmental Liabilities. The BorrowerIt is acknowledged that Purchaser has been provided with the right and the opportunity to conduct due diligence investigations with respect to existing or potential Environmental Liabilities. Provided Closing occurs, its Subsidiaries Purchaser agrees that Vendors shall have no liability whatsoever for any Environmental Liabilities and in this regard, Purchaser shall be solely liable for and shall indemnify and defend Vendor Group and its Affiliates Related Parties and Representatives from and against all Claims and Losses and Liabilities which any of Vendor Group or its Related Parties or Representatives may suffer, sustain, pay or incur in respect of Environmental Liabilities regardless of when the Environmental Liability occurred, accrued or was discoverable. This liability and indemnity shall not become subject apply without limit and without regard to any Liabilities and Costs which cause or causes, including the Lender deems has negligence, whether sole, concurrent, gross, active, passive, primary or is likely to have a Material Adverse Effect arising out of or related to (i) the Release or threatened Release at any location of any Environmental Concern Material into the Environmentsecondary, or the wilful or wanton misconduct of Vendors, their respective Predecessor Entities, Purchaser, any Remedial Action in response thereto, of Vendor Group or (ii) any violation of their Related Parties or Representatives or any Environmental, health or safety Requirement of Law; provided, however, Third Party. Purchaser acknowledges and agrees that this covenant it shall not be violated so long entitled to any rights or remedies as (a) the Borrower, its Subsidiaries against Vendor Group and its Affiliates Related Parties and Representatives under the common law or statute pertaining to any Environmental Liabilities including the right to name Vendor as a third party to any action commenced by any Third Party against Purchaser. Nothing herein contained shall prejudice any Claims or remedies that Vendors may have against Purchaser in relation to such Claim or remedy outside this Agreement including rights and remedies under the common law or statute. In addition, nothing in this Section 5.3 shall have notified the Lender effect of eliminating any remedies or actions that Purchaser may have as a result of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability during the pendency breach of the Borrower's, its Subsidiaries' representation and warranty contained in Sections 4.1(g) and 4.1(y). Purchaser acknowledges that none of the other representations and warranties in Section 4.1 will diminish or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial affect Purchaser’s obligations under this Loan AgreementSection 5.3.

Environmental Liabilities. The Borrower(a) Except as has not had and would not reasonably be expected to have, its Subsidiaries and its Affiliates shall not become subject to any Liabilities and Costs which either individually or in the Lender deems has or is likely to have aggregate, a Material Adverse Effect arising out of or related to Effect: (i) the Company and each of its Subsidiaries currently is and since December 31, 2011, has been in compliance with all applicable Environmental Laws; (ii) the Company and each of its Subsidiaries has obtained and currently possesses all Permits required under applicable Environmental Laws and all such Permits are in full force and effect; (iii) neither the Company nor any of its Subsidiaries has received any written notice or claim against it alleging a Release or the presence of or exposure to Hazardous Substances or any violation of or liability under any Environmental Laws, other than such notices or claims that have been resolved in all respects, and there are no agreements, orders or decrees with or by a Governmental Authority relating to such matters; and (iv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is or may be liable to any person or entity or potentially responsible for Remedial Measures under any applicable Environmental Law as a result of the presence or Release or threatened Release of, or exposure to, any Hazardous Substance at any location location. (b) To the extent reasonably available to the individuals set forth on Section 9.10(r) of any the Company Disclosure Schedule, the Company has made available to Parent a true, complete and correct copy of (i) all material reports, studies, analyses and audits in its possession, custody or control relating to compliance with or liability under applicable Environmental Concern Material into the EnvironmentLaws or with respect to Hazardous Substances, or any Remedial Action in response thereto, or (ii) any violation of any Environmentalall material permits, health authorizations, licenses, exemptions and other governmental authorizations issued to it pursuant to applicable Environmental Laws and (iii) all correspondence with Governmental Authorities relating to liabilities pursuant to Environmental Law or safety Requirement of Law; provided, however, that this covenant shall not be violated so long as (a) the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued with respect to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requestedHazardous Substances, or with other persons as otherwise provided herein, to which a dispute has arisen pursuant to Environmental Laws or with respect to Hazardous Substances. (c) the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition For purposes of such liability during the pendency of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan Agreement.:

Environmental Liabilities. The BorrowerComply, its Subsidiaries and its Affiliates shall cause any Subsidiary to comply with any applicable Environmental Laws; (ii) without limiting the foregoing, not, and not become subject permit any Person to store, release, generate or dispose of (except in accordance with Environmental Laws) any Hazardous Material at, onto, or from any real property owned or operated by it, (iii) not allow any lien imposed pursuant to any Liabilities and Costs which the Lender deems has Environmental Law to be imposed or is likely to have a Material Adverse Effect arising out of or related to (i) the Release or threatened Release at any location of any Environmental Concern Material into the Environment, or any Remedial Action in response theretoremain on such real property, or (iiiv) perform, satisfy and implement any violation of assessments, investigations, response or corrective actions, at any Environmentalreal property owned or operated by it or any subsidiary, health as required by any Governmental Authority or safety Requirement of Environmental Law, including without limitation, such actions as may be required to investigate, assess, remediate or xxxxx the contaminated conditions at, under or from the GB Labels, Inc., Burlington, North Carolina facility (hereinafter "GB LABELS FACILITY"); provided(v) with respect to the contaminated conditions at the GB Labels Facility, howevermaintain in effect the third-party pollution liability insurance identified on Schedule 10.12; (vi) allow Agent and Lenders, that this covenant shall not be violated so long as or their representatives, from time to time at Agent's or Lenders' reasonable discretion and expense to inspect the real property owned or operated by it or any subsidiary and conduct an environmental assessment (including invasive soil or groundwater sampling); (vii) notwithstanding its notice obligations under Section 11.1(h), provide Agent with a copy of, (a) any assessment, investigation, corrective action or other environmental reports or plans, concerning remedial activities undertaken at the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion of such liability or required expenditures promptly upon receiving written notice of such assertionGB Labels Facility, (b) the Borrower shall have continued to furnish the Lender with such information any material written communications concerning such asserted liability remedial activities or required expenditure as the Lender shall have reasonably requestedcontaminated conditions with any Government Authority asserting jurisdiction over the GB Labels Facility or the environmental conditions thereon or emanating therefrom, or as otherwise provided herein, and (c) any written communications (other than privileged attorney-client work product and communications) concerning any material developments, including the Borrowersettlement of any claims, in any third-party litigation relating to the contaminated conditions at or from the GB Labels Facility; and (viii) promptly undertake and complete, at its Subsidiaries own expense and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnificationthe reasonable satisfaction of Agent, the remedial actions described on Schedule 11.20, in the time frame set forth therein and in accordance with applicable Environmental Laws, and (d) the Lender is satisfied that the imposition of such liability during the pendency provide Agent written evidence of the Borrower's, its Subsidiaries' completion of each schedule remedial action or its Affiliates' pursuit of indemnification will demonstration that such remedial action is not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations required under this Loan Agreementapplicable Environmental Laws.

Environmental Liabilities. (a) The Borrowerparties acknowledge that the Mountain View Facility is listed on the National Priorities List and has been the subject of Remediation by Raytheon with oversight by the United States Environmental Protection Agency ("EPA"). Raytheon shall retain all responsibility and liability following Closing, with such consultants and contractors as it may select in its sole discretion, for dealing with EPA and undertaking and completing Remediation of conditions at or originating from the Mountain View Facility which arose prior to the Closing Date or were created by Releases of Hazardous Substances that first occurred prior to the Closing Date, to the extent required by Environmental Law or any Order, taking into consideration the current industrial use of the Mountain View Facility (the "Mountain View Environmental Liabilities"). Raytheon shall retain all rights under insurance policies and all rights to recover from 40 114 responsible parties with respect to the Mountain View Environmental Liabilities. Raytheon shall bear no responsibility for any conditions which may arise on or after the Closing Date as a result of any Post-Closing Release of Hazardous Substances by Buyer or any third party (except Raytheon's consultants or contractors or any Person acting for, on behalf of or at the direction of Raytheon, including, without limitation, in connection with the performance of the Remediation of the Mountain View Facility ("Raytheon Parties")), provided that any leaking, leaching, migration or similar movement of Hazardous substances which existed in soil or ground water prior to the Closing Date shall not be considered a Release by Buyer except to the extent such is exacerbated by activities or negligent omissions of Buyer or any third party (other than any Raytheon Parties) on or after the Closing Date. (b) In connection with such Remediation of the Mountain View Environmental Liabilities by Raytheon, Raytheon shall conduct all Remediation required by EPA or any other Governmental Authority with jurisdiction (subject to Raytheon's right to contest any such requirement by appropriate proceedings), and Buyer shall, upon prior written notice, provide Raytheon, its Subsidiaries consultants and contractors access to the Mountain View Facility and shall permit them to install, operate and maintain remedial treatment systems and to conduct all other Remediation which Raytheon determines to be necessary or appropriate. Buyer will cause any successor owners of the Facility to afford Raytheon the same rights to access and to conduct Remediation (which access shall only be to the extent necessary to conduct the Remediation and shall terminate upon the completion of the Remediation), and Buyer agrees to record an appropriate acknowledgement of such rights in the Registry of Deeds upon Raytheon's request. Raytheon shall use commercially reasonable efforts not to interfere unreasonably with Buyer's operation of the Company (where reasonableness is determined by the conduct of a reasonably prudent person responsible for both the operations and the business and the conduct of the Remediation) and Raytheon shall indemnify and hold harmless Buyer Indemnified Parties (as defined in Section 11.2) for any damage to the Mountain View Facility and against any liability to third persons to the extent such damage or liability is caused by Raytheon's Remediation; provided, however, as a condition to such indemnity, that upon the request of Raytheon, the Buyer Indemnified Party first assigns, subrogates or otherwise effectively transfers to Raytheon its Affiliates shall not become subject rights against the Persons causing such damage or liability. Raytheon agrees to any Liabilities and Costs which reasonably cooperate with the Lender deems has Buyer's reasonable plans for the future use of the Mountain View Facility by relocating or is likely to have a Material Adverse Effect arising out of or related to (i) modifying equipment used in connection with the Release or threatened Release at any location of any Environmental Concern Material into the Environment, or any Remedial Action in response thereto, or (ii) any violation of any Environmental, health or safety Requirement of LawRemediation; provided, however, that this covenant shall not Buyer will be violated so long as (a) responsible for the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender of the assertion cost of such liability relocation or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requested, or as otherwise provided herein, modification. (c) In addition to the Borrowerforegoing, from and after the Closing Date, Raytheon shall indemnify, defend and hold Buyer Indemnified Parties (as defined in Section 11.2) harmless from and against any and all Covered Liabilities asserted against or incurred or suffered by Buyer Indemnified Parties arising out of or related to: (i) environmental conditions first occurring, existing or arising prior to the Closing Date arising out of or resulting from the Release of Hazardous Substances in, on, under, from, or at the Mountain View Facility and any real property formerly (but not currently) owned, operated or leased by the Company or any of its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for predecessors except to the extent such liability is exacerbated by activities or required expenditures from negligent omissions of Buyer or any Person which has an obligation third party (other than any Raytheon Parties) on or after the Closing Date or (ii) the off-site transportation, disposal, recycling, treatment or storage prior to provide such indemnification, and the Closing Date of 41 115 Hazardous Substances generated by the Company or Raytheon in connection with the Semiconductor Division Business prior to the Closing Date. (d) Notwithstanding the Lender is satisfied that foregoing, nothing contained in this Section 8.1 shall be interpreted to waive any claims which Raytheon may have against Buyer in the imposition absence of such liability during this transaction and Raytheon does not indemnify or hold harmless Buyer with respect to any Covered Liabilities for which Buyer would be responsible in the pendency absence of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan Agreementtransaction.

Environmental Liabilities. The Borrowera. Notwithstanding any other provision of this Sublease, its Subsidiaries Sublessor shall indemnify and its Affiliates shall not become subject hold harmless the Sublessee and Sublessee's officers, directors, employees, agents, affiliates, successors and assigns from and against, any and all losses, liabilities, damages, costs and expenses (including reasonable fees and disbursements of counsel and expenses of investigation and defense), claims, or other obligations of any nature to any Liabilities and Costs which the Lender deems has or is likely to have a Material Adverse Effect arising out of or related extent attributable to (ia) environmental conditions existing at the Release Leased Premises prior to the execution of this Sublease which are attributable to the actions of Sublessor while Sublessor occupied the Leased Premises (or threatened Release at any location are actually known to the officers of any Environmental Concern Material into the EnvironmentSublessor), or any Remedial Action in response thereto, or (iib) any violation of environmental laws based on actions, failures to act, or conditions associated with the Leased Premises during the time that Sublessor occupied the Leased Premises, or (c) environmental conditions existing at the Leased Premises prior to the execution of this Sublease which are not attributable to the actions of Sublessor while Sublessor occupied the Leased Premises, to the extent that indemnification therefor is paid to the Sublessor pursuant to existing agreements with Aquila Biopharmaceutical Corporation (which indemnification shall be sought if applicable in good faith by the Sublessor), or (d) any Environmentalviolation of environmental laws based on actions, health failures to act, or safety Requirement conditions not associated with the Leased Premises during the time that Sublessor occupied the Leased Premises, to the extent that indemnification therefor is paid to the Sublessor pursuant to existing agreements with Aquila Biopharmaceutical Corporation (which indemnification shall be so sought). b. Notwithstanding any other provision of Law; providedthis Sublease, howeverSublessee shall indemnify and hold harmless Sublessor and Sublessor's officers, that this covenant shall not be violated so long as directors, employees, agents, affiliates, successors and assigns from and against, any and all losses, liabilities, damages, costs and expenses (including reasonable fees and disbursements of counsel and expenses of investigation and defense), claims, or other obligations to the extent attributable to (a) environmental conditions which are the Borrower, its Subsidiaries and its Affiliates shall have notified the Lender result of actions of the assertion Sublessee subsequent to the execution of such liability this Sublease, or required expenditures promptly upon receiving written notice of such assertion, (b) the Borrower shall have continued any violation of environmental laws based on actions, failures to furnish the Lender with such information concerning such asserted liability or required expenditure as the Lender shall have reasonably requestedact, or as otherwise provided herein, (c) conditions associated with the Borrower, its Subsidiaries and its Affiliates shall be diligently pursuing indemnification for such liability or required expenditures from any Person which has an obligation to provide such indemnification, and (d) the Lender is satisfied that the imposition of such liability Leased Premises during the pendency Sublessee's occupation of the Borrower's, its Subsidiaries' or its Affiliates' pursuit of indemnification will not materially impair the Borrower's, its Subsidiaries' or its Affiliates' ability to perform its financial obligations under this Loan AgreementLeased Premises.