Common use of Environmental Clause in Contracts

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent may reasonably requests, request; (ciii) promptly immediately notify Lender the Agents of any release material Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required by Environmental Laws to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which could reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless the foregoingAgents and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property securing at any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party, or (E) any Environmental Action filed against any Agent or any Lender, except to the Wilton Note, other than the obligation extent such claim arises out of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that gross negligence or willful misconduct of any Borrower accepts assignment Agent or any Lender as determined by a final judgment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership a court of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion competent jurisdiction.

Environmental. Except as set forth in Schedule 5.17: (a) Keep there are no Actions pending, or to the Knowledge of Seller, threatened in writing before any property either owned Governmental Authority against the Subject Company or operated by its Subsidiaries (if any) relating to any Borrower free material violation or breach of or material liability under any Environmental Laws with respect to the Subject Company’s or its Subsidiaries’ ownership or operation of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Asset; (b) complyneither the Subject Company nor its Subsidiaries (if any) has entered into any agreements, in all material respectsconsents, Orders, decrees or judgments with any Governmental Authorities based on any violations of or liability under Environmental Laws by the Subject Company or its Subsidiaries (if any) that relate to the future use of the Assets and provide to Lender documentation of such compliance which Lender reasonably requests, that require any material future Remediation; (c) promptly notify Lender neither the Subject Company nor its Subsidiaries (if any) have received any written notice from any Governmental Authority or other Person relating to a material violation of, or material liability under, Environmental Laws, including any of the foregoing asserting that any of the Assets operated by the Subject Company or its Subsidiaries (if any) is the subject of any release material Remediation, removal, clean-up, response action, enforcement action or Order regarding any material actual or alleged presence or Release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Substances that has not been finally resolved; (d) promptly provide Lender with written notice within 10 days as of Closing, Seller and the Subject Company have made available to Purchaser copies of all material final environmental reports, audits and assessments in their possession and prepared in the last two (2) years by a Third Party regarding the Assets; and (e) except as would not, individually, or in the aggregate, have a Seller Material Effect as of the receipt of any of the following: Execution Date, taken as a whole, (i) notice that an Environmental Lien has been filed against any each member of the real or personal property Subject Company Group has obtained, and to the Knowledge of any BorrowerSeller, each Third Party operator of the Assets has obtained, and is maintaining, all material Permits required under Environmental Law for the operation of the Assets as currently conducted, and, (ii) commencement each such Permit is in full force and effect and there exists no material violation of any Environmental Action or notice that an Environmental Action will be filed against such Permit by any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation member of the Borrowers Subject Company Group or its Affiliates. (f) Notwithstanding any other provision of this Agreement, the representations and warranties in Section 5.13 (with respect to provide notice required under clause the Material Contracts described in clauses (cm) and (dn) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless definition) and this Section 5.17 are the agreement only representations and warranties in this Agreement with IMS Health referred respect to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion environmental matters, Environmental Laws and/or Environmental Liabilities.

Environmental. (a) Keep Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property either owned occupied by Company or operated by any Borrower free affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Liens Law (as defined below) in effect on or post bonds or other financial assurances sufficient prior to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, Effective Time. (c) promptly notify Lender Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of any release of a Company’s Hazardous Material Activities and other businesses of any reportable quantity from Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or onto property owned reasonably be expected to result, individually or operated in the aggregate, in a Company Material Adverse Effect. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Borrower and take Governmental Entity against Company concerning any Remedial Actions required Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to ▇▇▇▇▇ said release result, individually or otherwise in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to come into compliance with applicable involve Company in any legal proceedings alleging violations of Environmental Law or to result in the imposition of liability upon the Company under Environmental Law. (e) To the knowledge of Company, Company has not, either by agreement or by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another Person under any Environmental Law, and including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (df) promptly provide Lender with written notice within 10 days Neither Company nor, to the knowledge of the receipt Company, any of its agents, possess copies of any reports concerning the presence or possible presence of the following: (i) notice that an Environmental Lien has been filed against any of the released Hazardous Materials on real property currently or personal property of any Borrowerformerly owned, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationleased, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoingoccupied by Company, this covenant shall not apply to including any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion environmental site assessment reports.

Environmental. (a) Keep Holdings will deliver to the Administrative Agent and the Lenders promptly after any property officer of Holdings or any Subsidiaries obtains knowledge thereof, notice of the following environmental developments to the extent that such environmental developments, either owned individually or operated when aggregated with all such other environmental developments, could reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property: (i) any pending or threatened Environmental Claim against Holdings or any Subsidiaries or any Facility; (ii) any Release or threatened Release of Hazardous Materials at, or, from or under, or any other condition or occurrence on, at or affecting, any Facility that could reasonably be expected to cause such Facility to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Holdings or any Subsidiaries of such Facility under any Environmental Law; or (iii) the taking of any response, removal or remedial action to the extent required by any Borrower free Environmental Law or any Governmental Authority as a result of the Release or threatened Release of any Environmental Liens Hazardous Materials on, at, under or post bonds from any Facility. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or other financial assurances sufficient to satisfy the obligations removal or liability evidenced by remedial action and Holdings’ or such Environmental Liens, Subsidiary’s response thereto. (b) Subject to Section 5.9(d), Holdings will deliver to the Administrative Agent and the Lenders with reasonable promptness, such documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9. (c) Holdings will (i) comply, in all material respectsand will cause each of the Subsidiaries to comply, with all Environmental Laws and provide to Lender documentation Environmental Permits applicable to, or required in respect of such compliance which Lender reasonably requeststhe conduct of its business or operations or by, (c) promptly notify Lender the ownership, lease or use of any release of a Hazardous Material of any reportable quantity from Facility, except for such noncompliances as could not, either individually or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Lawin the aggregate, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoingEffect, this covenant shall not apply and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Facilities free and clear of any property securing the Wilton NoteLiens imposed pursuant to such Environmental Laws, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property Permitted Liens and (ii) conduct any investigation, sampling, containment, removal, response or remedial action or monitoring at any Facility required by Environmental Law or any Governmental Authority or that is otherwise necessary to maintain the Borrowers do not foreclose or take ownership value, use and marketability of such property unless the agreement with IMS Health referred Facility for industrial purposes or to in clause assess or avoid any material liability under Environmental Laws. (d) Right of Access and Inspection. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 5.9(a), or (ii) if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, Holdings will prepare and provide to the Administrative Agent an environmental report with respect to any matter disclosed pursuant to Section 5.9(a) or, if an Event of Default has occurred and is continuing, with respect to any Facility (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on terms or under any Facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and conditions satisfactory necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to Lender the Administrative Agent. If an Event of Default has occurred and is continuing, or if Holdings does not prepare an Environmental Report or conduct the requested tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to Holdings, retain an environmental consultant, at Holdings’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. Holdings and the Subsidiaries will provide the Administrative Agent and its consultants with access to the Facilities during normal business hours in order to complete any necessary inspections or sampling in accordance with this Section 5.9(d). The Administrative Agent will make commercially reasonable efforts to conduct any such investigations so as to avoid unreasonably interfering with the operation of the Facility. (ii) The exercise of the Administrative Agent’s rights under Section 5.9(d)(i) shall not constitute a waiver of any default by Holdings or the Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit, observation, test or investigation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, which shall not be unreasonably withheld, neither Holdings nor any other party shall be entitled to rely on any site visit observation, test or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings or any other party against, or to inform Holdings or any other party of, any Hazardous Materials or any other adverse environmental condition affecting any of the Facilities. The Administrative Agent may in its reasonable discretion disclose to Holdings or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give Holdings prior notice of such disclosure and afford Holdings the opportunity to object or defend against such disclosure at its own and sole discretion cost; provided, that the failure of the Administrative Agent to give any such notice or afford Holdings the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Holdings acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation, testing or investigation by the Administrative Agent and that such reporting requirements are site and fact-specific, and are to be evaluated by Holdings without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(d)(ii) shall be construed as releasing the Administrative Agent or the Lenders from any liability resulting from such site visit, observation, testing or investigation to the extent incurred as a result of their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Environmental. (a) Keep The Company is and, since January 4, 2021 (the “Inception Date”), has been in compliance with all applicable Environmental Laws and has not received any property either owned written communication, whether from a Governmental Body, citizens group, employee or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy Person, alleging that the obligations or liability evidenced by Company is not in such Environmental Liens, compliance. (b) complySince the Inception Date, in all material respectsthe Company has not received notice of any claim under any Environmental Law, other than any such claim that has been fully resolved with Environmental Laws and provide no further Liability to Lender documentation of such compliance which Lender reasonably requests, the Company. (c) promptly notify Lender of To Sellers’ Knowledge, the Company has not Released any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental LawSubstances at, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationon, or other administrative order which beneath any Leased Real Property in a quantity or concentration that has resulted or would reasonably could be expected to result in an Environmental Liability or other material obligation (including any investigatory or corrective action obligation) to the Company, and the Leased Real Property is free of the presence of Hazardous Substances in the soil, subsurface strata, groundwater, surface water, air, buildings, fixtures, outdoor artificial surfaces and structures, piping, drains, sumps, pits, ditches and equipment in a Material Adverse Change. Notwithstanding quantity, concentration or condition that has resulted in, or would reasonably be expected to result in, an Environmental Liability and no Hazardous Substances migrated, are migrating or shall migrate on or off the foregoing, this covenant shall not apply to Leased Real Property through any property securing the Wilton Note, environmental medium other than the obligation of the Borrowers pursuant to provide notice required and in compliance with a Governmental Authorization issued under clause (c) and Environmental Law. (d) The Company possesses all material Governmental Authorizations required to be held under applicable Environmental Laws for events arising after such company to own and use its assets and properties and to conduct its business as currently conducted (“Environmental Permits”); (e) There is no Proceeding or Order against or involving the date Company or any of its assets or properties pending or threatened in writing by any Governmental Body or any other Person pursuant to any Environmental Law; (f) No Hazardous Substance has been generated, emitted, transported, stored, treated or disposed of, released or handled by the Company in violation of any Environmental Law that would reasonably be expected to result in any Borrower accepts assignment material Environmental Liability to the Company. (g) The Company has not transported or arranged for the transportation of any Hazardous Substance to any location which is listed or proposed for listing on the Wilton NoteNational Priorities List under CERCLA, so long as (i) IMS Health agrees or on any similar state list or which is the subject of federal, state or local actions regarding the release of Hazardous Substance or, to remediate such property and indemnify the Borrowers Sellers’ Knowledge, other investigations which may lead to claims for any liability associated with such property and (ii) the Borrowers do clean-up costs, remedial work, or other damages, or for personal injury claims, including but not foreclose limited to, claims under CERCLA or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion analogous state environmental clean-up laws.

Environmental. (a) Keep any property either owned or operated by any Borrower free Except as set forth in Section 3.11 of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensCompany Disclosure Letter, (b) complythe Company and its Subsidiaries are in compliance, in all material respects, with applicable Environmental Laws Laws, including, without limitation, holding all material permits and provide authorizations required pursuant to Lender documentation such laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any facts or circumstances that would prevent, interfere with, or materially increase the cost of maintaining such compliance which Lender reasonably requestsin the future. Neither the Company nor any of its Subsidiaries has (i) placed, (c) promptly notify Lender held, located, released, transported or disposed of any release of a Hazardous Material of any reportable quantity Substance on, under, from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of at any of the following: (i) notice Company Real Property other than in a manner that an would not require remediation pursuant to applicable Environmental Lien has been filed against any of the real or personal property of any BorrowerLaws, (ii) commencement any knowledge of the presence of any Hazardous Substances that have been released by them into the environment on, under or at any of the Company Real Property other than that which would not require remediation pursuant to Environmental Laws, or (iii) received any written notice (A) of any material violation of any Environmental Action Laws by them that has not been resolved, (B) of the institution or notice that an Environmental Action will be filed pendency of any material suit, action, claim, proceeding or investigation by any Governmental Body or any third party against them in connection with any Borrowersuch violation, and (iiiC) notice requiring the response to or remediation of a violationrelease of Hazardous Substances by them at or arising from any of the Company Real Property, citation, (D) alleging non-compliance by the Company or other administrative order which any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably could be expected likely to require material expenditures or to result in material liability or (E) demanding payment by them of a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply material amount for response to or remediation of a release of Hazardous Substances at or arising from any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after Company Real Property. To the date that any Borrower accepts assignment knowledge of the Wilton NoteCompany, so long as none of the Acquired Companies has ever owned any Real Property. The Company has provided to Parent all material assessments, reports, data, results of investigations or audits, and other material information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (ior noncompliance) IMS Health agrees to remediate such property and indemnify by the Borrowers for Company or any liability associated of its Subsidiaries with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion any Environmental Laws.

Environmental. (a) Keep any Each Loan Party shall (i) keep each property either now or hereafter owned or operated by any Borrower it free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, ; (bii) comply, and use reasonable best efforts to cause all tenants and other Persons who may come upon any property owned, leased or operated by it to comply, with all Environmental Laws in all material respects, with Environmental Laws respects and provide to Lender Collateral Agent any documentation of such compliance which Lender Collateral Agent may reasonably requestsrequest; (iii) maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws; (iv) take all commercially reasonable steps to prevent any Release of Hazardous Materials in violation of Environmental Law at, on or migrating from any property owned, leased or operated by any Loan Party; (cv) take all commercially reasonable steps to prevent Hazardous Materials in violation of Environmental Law on, at or migrating from any property owned, leased or operated by any Loan Party; (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials in violation of Environmental Law or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the real property consistent with its current use and, upon request of Collateral Agent, provide Collateral Agent with copies of all data, information and reports generated in connection therewith as Collateral Agent may reasonably request. (b) The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify Lender of any release of Collateral Agent in writing (A) if it knows, reasonably suspects or believes there may be a Hazardous Material Release in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from or onto any part of the real property owned owned, leased or operated by any Borrower Loan Party or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and take Costs of any Remedial Actions required Loan Party or predecessor in interest, (C) of any material Environmental Claims or Environmental Liabilities and Costs concerning any real property owned, leased or operated by any Loan Party, (D) of any failure to comply with Environmental Law in all material respects at any real property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (E) any Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any real property owned, leased or operated by any Loan Party that could cause such real property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (F) any notice of Environmental Lien filed against any real property owned, leased or operated by any Loan Party, and (ii) provide such other documents and information as reasonably requested by Collateral Agent in relation to any matter pursuant to this Section 5.9(b). (c) The Loan Parties shall comply with all environmental land use restrictions, engineering controls and any other conditions or requirements imposed upon any real property owned, leased or operated by any Loan Party, including without limitation the restrictions, conditions and requirements set forth in (i) the Environmental Land Use Control recorded on or about June 20, 2002 (Document No. 00535497) with respect to the real property located at ▇▇▇▇ ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower▇▇▇▇▇▇▇▇, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property ▇▇ and (ii) the Borrowers do Environmental No Further Remediation Letter recorded on or about March 30, 2010 with respect to the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇; provided, however, such restriction and engineering controls are consistent with the current and intended use of the real property. (d) At the reasonable request of Collateral Agent, but no more than once per Fiscal Year for each real property owned or leased by Loan Parties unless there exists an Event of Default, each of the Loan Party shall provide to Collateral Agent and the Lenders, within forty-five (45) calendar days after such request, at the sole expense of the Loan Parties, an environmental site assessment report for any of the real property described in such request, prepared by an environmental consulting firm acceptable to Collateral Agent, pursuant to a scope of work as reasonably required by the Collateral Agent. Without limiting the generality of the - 81 - *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. foregoing, if Collateral Agent reasonably determines at any time that a risk exists that any such report will not foreclose or take ownership be provided within the time referred to above, Collateral Agent may retain an environmental consulting firm to prepare such report at the sole expense of the Loan Parties, and the Loan Parties hereby grant, at the time of such property unless request to Collateral Agent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the agreement with IMS Health referred rights of tenants, to in clause (i) is on terms and conditions satisfactory enter onto their respective properties to Lender in its sole discretion undertake such assessment.

Environmental. Except where a violation or failure is not reasonably likely to have a Material Adverse Effect, (ai) Keep keep any material property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Agent any documentation of such compliance which Lender the Agent may reasonably requests, request; (ciii) promptly notify Lender provide the Agent with written notice within five (5) days of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ abate said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agent with written notice within 10 ▇▇▇ (10) days of the receipt of any of the following: (iA) notice that an a material Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect; and (iiiC) notice of a violation, citation, citation or other administrative order which to the extent that any of the foregoing are reasonably could be expected likely to result in have a Material Adverse Change. Notwithstanding Effect; and (v) defend, indemnify and hold harmless the foregoingAgent and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property securing at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Wilton Notepresence or Release of such Hazardous Materials, other than (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the obligation presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against the Agent or any Lender to the extent that any of the Borrowers foregoing is reasonably likely to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion have a Material Adverse Effect.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or The Issuer shall, and shall cause each other financial assurances sufficient to satisfy Securitization Entity to, promptly notify the obligations or liability evidenced by such Environmental LiensControl Party, (b) complythe Manager, the Back-Up Manager and the Trustee, in all material respectswriting, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of the following: (i) notice any possible material liability of any Securitization Entity pursuant to any Environmental Law that an Environmental Lien has been filed against could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the real following that could not, individually or personal property of any Borrowerin the aggregate, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect, the foregoingIssuer shall, this covenant and shall not apply to any property securing the Wilton Note, cause each other than the obligation of the Borrowers to provide notice required under clause Securitization Entity to: (ca) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated comply with such property and all applicable Environmental Laws, (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any New Real Estate Assets owned, leased or operated by the Borrowers do not foreclose Issuer or take ownership any Securitization Entity, or at any other location (including, without limitation, any location to which Materials of such property unless the agreement with IMS Health referred Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal) which could reasonably be expected to in clause (i) is on terms and conditions satisfactory give rise to Lender liability of the Issuer or any Securitization Entity under any applicable Environmental Law or otherwise result in its sole discretion costs to the Issuer or any Securitization Entity, (ii) interfere with the Issuer’s or any Securitization Entity’s continued operations or (iii) impair the fair saleable value of any New Real Estate Assets owned by the Issuer or any Securitization Entity.

Environmental. (a) Keep any property either owned or operated by any Borrower free All facilities and operations of any Cangold and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws; (b) complyCangold and its Subsidiaries are in possession of, and in compliance with, all material respectsenvironmental permits that are required to own, with Environmental Laws lease and provide operate the Cangold Properties and the Cangold Mineral Rights at its current stage of development and to Lender documentation of such compliance which Lender reasonably requests, conduct their respective business as they are now being conducted; (c) promptly notify Lender No environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any release currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Cangold and its Subsidiaries and, to the knowledge of Cangold, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a Hazardous Material result of any reportable quantity from or onto property owned or operated by any Borrower activity in respect of such property, interests, rights, operations and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and business; (d) promptly provide Lender Neither Cangold nor any of its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (e) To the knowledge of Cangold, there are no changes in the status, terms or conditions of any environmental permits held by Cangold or any of its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with written notice within 10 days the execution or delivery of this Agreement, the consummation of the receipt transactions contemplated herein or the continuation of the business of Cangold or any of its Subsidiaries following the following: Effective Date; (if) notice Cangold and its Subsidiaries have made available to Great Panther all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (g) To the knowledge of Cangold, Cangold and its Subsidiaries are not subject to any past or present fact, condition or circumstance that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which could reasonably could be expected to result in a Material Adverse Change. Notwithstanding liability under any Environmental Laws, including any regulations respecting the foregoinguse, this covenant shall not apply to storage, handling, release, disposal, remediation, treatment or transportation of any property securing the Wilton Notesubstance (including pollutants, other than the obligation contaminant, waste of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Notenature, so long hazardous material, toxic substance, dangerous substance or dangerous good as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for defined in any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion applicable Environmental Laws).

Environmental. The Company will, and will cause each of its Subsidiaries to: (a) Keep any property either owned use and operate all of its facilities and properties and manage all Hazardous Materials in compliance in all material respects with all Environmental Laws and keep all Environmental Permits material to the operations of the Company or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, its Subsidiaries in effect and remain in material compliance therewith. (b) comply, in all material respects, with Environmental Laws promptly notify the Facility Agent and provide to Lender documentation copies of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from all Environmental Claims alleging that the Company or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into its Subsidiaries are in non-compliance with applicable or potentially liable under Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real Law where such non-compliance or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which liability could reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to Company incurring Environmental Liabilities in excess of $2,000,000 and promptly cure or have dismissed with prejudice or contest in good faith any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause actions and proceedings relating thereto; (c) in the event of the Release or presence of any Hazardous Material on any of its properties which is in violation of any Environmental Law, or which could reasonably be expected to result in Environmental Liability in excess of $2,000,000, the Company and its Material Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all Remedial Action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Facility Agent informed of their actions; (d) for events arising after at the date that any Borrower accepts assignment written request of the Wilton NoteFacility Agent or the Majority Lenders, so long as which request shall specify in reasonable detail the basis therefor, the Company will provide, at the Company’s sole cost and expense, an environmental site assessment report concerning any property now or hereafter owned or leased by the Company or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Facility Agent, indicating the compliance status of the property under Environmental Law, the presence or absence of Hazardous Materials on, at, under or emanating to or from such Property and the potential cost of any Remedial Action required by Environmental Law, and the nature and status of any Environmental Claim and Environmental Liability, if in each case such request may be made only if (i) IMS Health agrees to remediate such property there has occurred and indemnify the Borrowers for any liability associated with such property and is continuing an Event of Default or (ii) the Borrowers do not foreclose Facility Agent or take ownership the Majority Lenders reasonably believe that a member of the Group or any such property unless is not in material compliance with Environmental Law or that circumstances exist that could reasonably be expected to form the agreement basis of an Environmental Claim against a member of the Group or to result in Environmental Liability, (in such events as are listed in this subparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable) provided that the Environmental Liability is in excess of $2,000,000. If the Company fails to provide the same within 90 days after such request was made, the Facility Agent may upon giving notice thereof to the Company order the same, and the Company shall procure that the owner of the relevant property will grant to the Facility Agent and the Majority Lenders and their agents access to such property and specifically grants the Facility Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment, all at the Company’s sole cost and expense; and (e) provide such information and certifications which the Facility Agent may reasonably request from time to time to evidence compliance with IMS Health referred this Clause 21.6, provided such requests are limited to information in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion the possession of the Company.

Environmental. (a) Keep any property either owned or operated by any The Borrower free shall, and shall cause each of any its Restricted Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws. (b) complyThe Borrower agrees that the Administrative Agent may, from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in all material respectseither such case, with reasonably be expected to result in Environmental Laws Liabilities and provide Costs in excess of $20,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Restricted Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to Lender documentation obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Restricted Subsidiaries to perform such compliance which Lender tests on such property as are reasonably requests, (c) promptly notify Lender necessary to conduct such a review and/or investigation. Any such investigation of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated shall be conducted, unless otherwise agreed to by any Borrower and take any Remedial Actions required to ▇▇▇▇▇▇▇▇ said release and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or otherwise to come into compliance with applicable Environmental Lawcause any damage or loss at such property. ▇▇▇▇▇▇▇▇ and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Obligations and to protect the Liens created by the Loan Documents, and (d) promptly provide Lender with written notice within 10 days of the receipt Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any of such report to Borrower with the following: understanding that Borrower acknowledges and agrees that (i) notice that an Environmental Lien has been filed against it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of the real or personal property of any Borrowerreliance on such report, (ii) commencement of neither Administrative Agent nor any Environmental Action Lender makes any representation or notice that an Environmental Action will be filed against any Borrowerwarranty with respect to such report, and (iii) notice by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a violationResponsible Officer of the Borrower obtains actual knowledge thereof, citationthe Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Restricted Subsidiaries, or other administrative order to any Governmental Authorities under any applicable Environmental Laws and which would reasonably could be expected to have Environmental Liabilities and Costs in excess of $20,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $20,000,000, or (y) any other Environmental Liabilities and Costs in excess of $20,000,000 that could result in a Material Adverse Change. Notwithstanding the foregoingEnvironmental Liabilities and Costs in excess of $20,000,000, this covenant shall not apply (iv) discovery by Borrower or its Restricted Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Restricted Subsidiaries’ interest in any such property to be subject to any property securing material restrictions on the Wilton Noteownership, other than the obligation occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of the Borrowers its Restricted Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to provide notice required under clause (c) Environmental Liabilities and Costs in excess of $20,000,000. (d) for events arising after Borrower shall promptly notify the date that any Borrower accepts assignment Administrative Agent of the Wilton Note, so long as (i) IMS Health agrees any proposed acquisition of Stock, assets, or property by Borrower or any of its Restricted Subsidiaries that would reasonably be expected to remediate such property expose Borrower or any of its Restricted Subsidiaries to, or result in Environmental Liabilities and indemnify the Borrowers for any liability associated with such property Costs in excess of $20,000,000 and (ii) any proposed action to be taken by Borrower or any of its Restricted Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Restricted Subsidiaries to additional Environmental Laws, that are materially different from the Borrowers do not foreclose Environmental Laws applicable to the operations of Borrower or take ownership any of its Restricted Subsidiaries as of the Closing Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property unless in order to comply in all material respects with all applicable Environmental Laws and Permits. In the agreement event Borrower or any of its Restricted Subsidiaries undertakes any Remedial Action with IMS Health referred respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Restricted Subsidiaries shall conduct and complete such Remedial Action in clause (i) material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, Borrower or any such Restricted Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is on terms and conditions satisfactory being contested in good faith by Borrower or any of such Restricted Subsidiaries. In the event ▇▇▇▇▇▇▇▇ fails to Lender in its take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice, enter the property and, at Borrower’s sole discretion expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation.

Environmental. (a) Keep any property either owned or operated by any Borrower free Comply, and cause each of any Environmental Liens or post bonds or other financial assurances sufficient their respective Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in with the requirements of all material respects, with Environmental Laws and provide to the Lender all documentation of in connection with such compliance which that the Lender may reasonably requestsrequest; and not cause or permit the Collateral or any property or facility owned, (c) promptly notify Lender operated or occupied by the Borrowers or their Subsidiaries to be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into Materials, except in compliance with applicable Laws and except where instances of non-compliance with the requirements of all Environmental Law, and (d) promptly provide Lender with written notice within 10 days Laws or the use of the receipt Collateral or any property or facility owned, operated or occupied by the Borrowers or their Subsidiaries for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any of Hazardous Materials, individually or in the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borroweraggregate, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, would not result in and (iii) notice of a violation, citation, or other administrative order which could not reasonably could be expected to result in a Material Adverse ChangeEffect. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation On behalf of the Borrowers and their Subsidiaries, the Borrowers hereby agree to provide notice required under clause defend, indemnify, and hold harmless the Lender, its employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities (cincluding strict liability), settlements, damages, costs, or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) and (d) for events Environmental Liabilities and Costs arising after the date that any Borrower accepts assignment out of the Wilton Note, so long as (i) IMS Health agrees to remediate such any Release, or threatened Release on any property and indemnify presently or formerly owned or occupied by any of the Borrowers for or their Subsidiaries (or their predecessors in interest or title) or at any liability associated with such property and disposal facility which received Hazardous Materials generated by the Borrowers or their respective Subsidiaries, (ii) any violation of Environmental Laws, (iii) any Environmental Actions, (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, generated, transported or deposited by the Borrowers do not foreclose or take ownership their respective Subsidiaries (or any predecessor in interest or title), and/or (v) the breach of such property unless any representation or warranty made by the agreement with IMS Health referred to Borrowers in clause (i) is on terms Section 7.14 hereof or the breach of any covenant made by any of the Borrowers or their Subsidiaries in this Section 8.08. This Environmental Indemnity shall survive the repayment of the Obligations and conditions satisfactory to Lender in its sole discretion discharge or release of any security interest granted under the Loan Documents.

Environmental. (a) Keep Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) since January 1, 2016, the Company and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations as currently conducted under applicable Environmental Laws; (ii) (A) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any property either owned Environmental Law against the Company or operated by any Borrower free of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release Law or otherwise to come into compliance with may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (dC) promptly provide Lender with written notice within 10 days none of the receipt Company or any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law that is currently in effect; (iii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (iv) neither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (b) The Company has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the followingCompany or any of its Subsidiaries pertaining to: (i) notice that an any unresolved claims arising under or relating to any Environmental Lien has been filed against any of the real Law; or personal property of any Borrower, (ii) commencement of any Environmental Action Hazardous Materials in, on, beneath or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply adjacent to any property securing currently or formerly owned, operated or leased by the Wilton Note, other than the obligation Company or any of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Subsidiaries.

Environmental. (a) Keep any property either owned Except as to matters that would not reasonably be expected to have, individually or operated in the aggregate, a Material Adverse Effect, since January 1, 2019, no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient the Debtors, and there are no Legal Proceedings pending or, to satisfy the obligations Knowledge of the Company, threatened in writing which allege a violation of or liability evidenced by such under any applicable Environmental LiensLaws, in each case relating to any of the Debtors, (b) complyexcept as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Debtor has received and maintained in full force and effect, all permits, licenses and other approvals required under applicable Environmental Law, in each case to the extent necessary for its operations to comply with all material respects, with applicable Environmental Laws and provide is, and since January 1, 2019, to Lender documentation the Knowledge of the Company, has been, in compliance with the terms of such compliance which Lender reasonably requestspermits, licenses and other approvals and with all applicable Environmental Laws, (c) promptly notify Lender to the actual knowledge of the Company, no Hazardous Material is located at, on or under any property currently owned, operated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any release of a Hazardous Material of the Debtors under any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental LawLaws, other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (d) promptly provide Lender with written notice within 10 days since December 31, 2019, no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the receipt Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the following: (i) notice that an Debtors under any applicable Environmental Lien has been filed against any of the real or personal property of any BorrowerLaws other than costs, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationliabilities, or other administrative order which obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would reasonably could be expected to result have, individually or in the aggregate, a Material Adverse ChangeEffect. Notwithstanding the foregoinggenerality of any other representations and warranties in this Agreement, the representations and warranties in this covenant shall not apply Section 4.18 constitute the sole and exclusive representations and warranties in this Agreement with respect to any property securing the Wilton Noteenvironmental, other than the obligation of the Borrowers health or safety matters, including any arising under or relating to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Environmental Laws or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Hazardous Materials.

Environmental. (a) Keep any property either owned Operator shall have the right at its expense to conduct such environmental testing respecting the Premises or operated by any Borrower staging area as is necessary to satisfy itself that the premises are environmentally sound and free of hazardous or toxic substances or waste of any Environmental Liens kind, not caused by the Operator. In the alternative, Operator may have access to and rely on Authority’s existing background evaluation, which if used, must be expressly stated. In the event such testing is positive for such pre-existing substances, and Authority or post bonds or other financial assurances sufficient a third party fails to satisfy remediate within 120 days of written notice from Operator of such positive test results, Operator shall have the obligations or right to terminate and cancel this Permit without any liability evidenced by such Environmental Liensfor either party hereunder. If the Operator terminates the lease under these provisions after the commencement of construction, Operator shall restore the premises in a manner reasonably acceptable to Authority. (b) complyThe Operator hereby covenants that it will not cause or permit any hazardous substances to be placed, held, located or disposed of, on, under or at the premises, other than in the ordinary course of business and in compliance with all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, applicable laws. (c) promptly notify Lender In furtherance and not in limitation of any release indemnity elsewhere provided to the Authority hereunder, the Operator hereby agrees to indemnify and hold harmless the Authority and the City of a Hazardous Material Wichita from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any reportable quantity from settlement or onto property owned judgment and claims of any and every kind whatsoever paid, incurred or operated suffered by, or asserted against, the Authority or the City of Wichita by any Borrower person or entity for or arising out of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during the term of this Permit of any hazardous substance (including, without limitation, any losses, liabilities, reasonable attorneys’ fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and take Liability Act, any Remedial Actions required federal, state or local so-called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to ▇▇▇▇▇ said release or otherwise imposing liability, including strict liability, or standards of conduct concerning, any hazardous substance) if such presence, escape, seepage, leakage, spillage, discharge, emission was caused by the Operator, or persons within the control of the Operator, its officers, employees, agents, and/or licensees, or if such hazardous substance was owned by, or located on the premises by, the Operator (without regard to come into compliance with applicable Environmental Lawthe actual cause of any escape, and seepage, leakage, spillage, discharge, emission or release). (d) If, during the term of this Permit, the Operator receives any notice of (i) the happening of any event involving the use (other than in the ordinary course of business and in compliance with all applicable laws), spill, release, leak, seepage, discharge or cleanup of any hazardous substance on the premises or in connection with the Operator’s operations thereon or (ii) any complaint, order, citation or notice in connecting with Operator’s conduct of its business at the Airport with regard to air emissions, water discharges, or any other environmental, health, or safety matter affecting the Operator (an “Environmental Complaint”) from any persons or entity (including, without limitation), the United States Environmental Protection Agency (the “EPA”) or the Kansas Department of Health and Environment (“KDHE”), the Operator shall immediately notify the Authority in writing of said notice. (e) The Authority shall have the right, but not the obligation, and without limitation of the Authority’s other rights under this Permit, to enter the premises or to take such other actions as deemed necessary or advisable to inspect, clean up, remove, resolve or minimize the impact of, or to otherwise deal with, any hazardous substance or environmental complaint following receipt of any notice from any person, including, without limitation, the EPA or KDHE, asserting the existence of any hazardous substance or an environmental complaint pertaining to the premises or any part thereof which, if true, could result in an order, suit or other action against the Operator and/or which, in the reasonable judgment of the Authority, could jeopardize its interests under this Permit. If such conditions are caused by circumstances within the control of the Operator or if such circumstances result from a hazardous substance owned by, or located on the premises by, the Operator (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release) then in such event, Authority shall allow Operator to perform any actions required under applicable environmental laws with respect to such environmental complaint or hazardous substances within a reasonable time under the circumstances, to include consideration for the safety and convenience of the Authority’s tenants and the traveling public. In the event Operator fails or refuses to take such actions, Authority shall take such actions and all reasonable costs and expenses incurred by the Authority in the exercise of any such rights shall be payable by the Operator, within 30 days of written demand by the Authority. (f) If Operator defaults in connection with its obligations pursuant to this Section 27, and fails to correct such default promptly provide Lender with following receipt of written notice of such default from Authority or any agency, the Operator at the request of the Authority shall periodically perform (at the Operator’s expense) an environmental audit and, if reasonably deemed necessary by the Authority, an environmental risk assessment (each of which must be reasonably satisfactory to the Authority) of the premises, or the hazardous waste management practices and/or hazardous waste disposal sites used by the Operator with respect to the premises. Such audit and/or risk assessment shall be conducted by an environmental consultant satisfactory to the Authority. Should the Operator fail to perform any such environmental audit or risk assessment within 10 90 days of the receipt written request of the Authority, the Authority shall have the right, but not the obligation, to retain an environmental consultant to perform any such environmental audit or risk assessment. All costs and expenses incurred by the Authority in the exercise of such rights shall be payable by the Operator on demand. (g) Neither Operator nor Authority shall install or permit to be installed in the premises friable asbestos, electrical equipment containing polychlorinated biphenyls (PCBs), or any substance containing asbestos and deemed hazardous by federal or state regulations applicable to the premises and respecting such material. The Operator shall defend, indemnify, and save the Authority and the City of Wichita harmless from all costs and expenses (including consequential damages) asserted or proven against the Operator by any person, as a result of the presence of said substances, and any removal or compliance with such regulations, if said substance was installed by the Operator, or persons within its control. (h) Subject to any limitations or restrictions imposed by the Kansas Budget Law or Cash Basis Law and Tort Claims Act, the Authority hereby agrees to indemnify and hold harmless the Operator from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Operator by any person or entity for, arising out of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during the term of this Permit and the period prior to the term of this Permit of any hazardous substance (including, without limitation, any losses, liabilities, reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, any federal, state or local so-called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order of decree regulating, relating to or imposing liability, including strict liability, or standards of conduct concerning any hazardous substance) unless such presence, escape, seepage, leakage, spillage, discharge, emission or release was caused by the Operator, or persons within the control of the following: Operator, its officers, employees, agents, business invitees and/or licensees, or if such hazardous substance was owned by, or placed upon the premises by, the Operator (i) notice that an Environmental Lien has been filed against any of without regard to the real or personal property actual cause of any Borrowerescape, (ii) commencement of any Environmental Action seepage, leakage, spillage, discharge, emission or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected release except to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing extent such was caused by the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Authority).

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient ENVIRONMENTAL DISCLOSURE. Holdings will deliver to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws Administrative Agent and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: Lenders: (i) notice that an Environmental Lien has been filed against as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of the real its Subsidiaries or personal property of by independent consultants, governmental authorities or any Borrowerother Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) commencement promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having or that reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Action Claims that, individually or notice that an Environmental Action will be filed against any Borrowerin the aggregate, and (iii) notice of a violation, citation, or other administrative order which could reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect, and (3) Holdings or Company's discovery of any occurrence or condition on any real property adjoining or in the foregoing, this covenant shall not apply vicinity of any Facility that could cause such Facility or any part thereof to be subject to any property securing material restrictions on the Wilton Noteownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications (other than routine correspondence) with respect to (1) any Environmental Claims that, individually or in the obligation aggregate, could reasonably be expected to give rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the Borrowers aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to provide notice maintain in full force and effect all material Governmental Authorizations required under clause (c) any Environmental Laws for their respective operations and (d2) for events arising after the date any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any Borrower accepts assignment of the Wilton Noteits Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and 82 (v) with reasonable promptness, so long such other documents and information as (i) IMS Health agrees from time to remediate such property and indemnify the Borrowers for time may be reasonably requested by Administrative Agent in relation to any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred matters disclosed pursuant to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion this Section 5.9(a).

Environmental. (a) Keep To the best of Seller’s knowledge, Seller is in compliance in all respects with all Environmental Laws. A description of any property either owned outstanding notice, citation, inquiry or operated by complaint which Seller has received of any Borrower free alleged violation of any Environmental Liens Law or post bonds Environmental Permit relating to the Business or other financial assurances sufficient the Purchased Assets is contained in Schedule 4.19(a). (As used in the preceding sentence, the term “outstanding” refers to satisfy any notice, citation, inquiry or complaint that pertains to a matter that has not been corrected or otherwise resolved.) To the obligations best of Seller’s knowledge, Seller possesses all Environmental Permits which are currently required for the operation of the Business. All Environmental Permits issued to Seller with respect to the Purchased Assets or liability evidenced by such Environmental Liens, (bconduct of the Business are listed in Schedule 4.19(a) comply, and Seller is in compliance in all material respectsrespects with the provisions of all such Environmental Permits. (i) There has been no generation, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requestsstorage, (c) promptly notify Lender disposal, treatment or transportation of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to Materials (as herein defined) at the ▇▇▇▇▇▇ said release Facility or otherwise at or to come into compliance with applicable any Offsite Facility by or on behalf of Seller in violation of, or which could give rise to any liability or obligation of Seller under, any Environmental Law, Laws; and (dii) promptly provide Lender with written notice within 10 days there has been no Release (as herein defined) by Seller or, to the best of Seller’s knowledge, by any other party, at the receipt ▇▇▇▇▇▇ Facility. (c) Schedule 4.19(c) sets forth a complete list of any of the following: all (i) notice that an Environmental Lien Offsite Facilities to which Seller has been filed against any of the real or personal property of any Borrower, sent Hazardous Materials; (ii) commencement of any Environmental Action Containers (as herein defined) that are now present at, or notice that an Environmental Action will be filed against any Borrowerhave been removed from, the ▇▇▇▇▇▇ Facility; and (iii) notice locations of a violation, citation, or other administrative order PCB’s and/or asbestos at the ▇▇▇▇▇▇ Facility. All Containers which reasonably could be expected to result have been removed from the ▇▇▇▇▇▇ Facility have been removed in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and accordance with all applicable Environmental Laws. (d) for events arising after For the date that any Borrower accepts assignment purposes of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .this Agreement:

Environmental. (a) Keep any property either owned or operated by any The Borrower free shall, and shall cause each of any its Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws. (b) complyThe Borrower agrees that the Administrative Agent may, from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in all material respectseither such case, with reasonably be expected to result in Environmental Laws Liabilities and provide Costs in excess of $10,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. The Borrower shall use its reasonable efforts to Lender documentation obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities or Mortgaged Vessels currently owned, leased, operated or used by Borrower or any of its Subsidiaries to perform such compliance which Lender tests on such property as are reasonably requests, (c) promptly notify Lender necessary to conduct such a review and/or investigation. Any such investigation of any release of a Hazardous Material property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any reportable quantity from or onto property owned or operated investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by any Borrower the Administrative Agent and take any Remedial Actions required the Lenders for the purposes of the Lenders’ internal credit decisions, to ▇▇▇▇▇ said release or otherwise monitor the Loans and to come into compliance with applicable Environmental Lawprotect the Lenders’ security interests created by the Loan Documents, and (d) promptly provide Lender with written notice within 10 days of the receipt Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any of such report to Borrower with the following: understanding that Borrower acknowledges and agrees that (i) notice that an Environmental Lien has been filed against it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of the real or personal property of any Borrowerreliance on such report, (ii) commencement of neither Administrative Agent nor any Environmental Action Lender makes any representation or notice that an Environmental Action will be filed against any Borrowerwarranty with respect to such report, and (iii) notice by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a violationResponsible Officer of the Borrower obtains actual knowledge thereof, citationthe Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Subsidiaries, or other administrative order to any Governmental Authorities under any applicable Environmental Laws and which would reasonably could be expected to have Environmental Liabilities and Costs in excess of $10,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $10,000,000, or (y) any other Environmental Liabilities and Costs in excess of $10,000,000 that could result in a Material Adverse Change. Notwithstanding the foregoingEnvironmental Liabilities and Costs in excess of $10,000,000, this covenant shall not apply (iv) discovery by Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Subsidiaries’ interest in any such property to be subject to any property securing material restrictions on the Wilton Noteownership, other than the obligation occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of the Borrowers its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to provide notice required under clause (c) Environmental Liabilities and Costs in excess of $10,000,000. (d) for events arising after Borrower shall promptly notify the date that any Borrower accepts assignment Administrative Agent of the Wilton Note, so long as (i) IMS Health agrees any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that would reasonably be expected to remediate such property expose Borrower or any of its Subsidiaries to, or result in, Environmental Liabilities and indemnify the Borrowers for any liability associated with such property Costs in excess of $10,000,000 and (ii) any proposed action to be taken by Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Borrowers do not foreclose Environmental Laws applicable to the operations of Borrower or take ownership any of its Subsidiaries as of the Effective Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property unless in order to comply in all material respects with all applicable Environmental Laws and Governmental Authorizations. In the agreement event Borrower or any of its Subsidiaries undertakes any Remedial Action with IMS Health referred respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in clause (i) material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is on terms and conditions satisfactory being contested in good faith by Borrower or any of such Subsidiaries. In the event Borrower fails to Lender in its take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice, enter the property and, at Borrower’s sole discretion expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation.

Environmental. (a) Keep any property either owned or operated by any Borrower free Comply, and cause each of any Environmental Liens or post bonds or other financial assurances sufficient its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, comply in all material respects, with the requirements of all Environmental Laws and provide to Lender the Agent all documentation of in connection with such compliance which Lender that the Agent may reasonably requestsrequest; and not cause or permit the Collateral or any property or facility owned, (c) promptly notify Lender operated or occupied by the Borrower or any of its Subsidiaries to be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into Materials except in compliance with applicable Environmental Lawlaws. On behalf of the Borrower and its Subsidiaries, the Borrower hereby agrees to defend, indemnify, and hold harmless the Agent, the Lenders and the Letter of Credit Issuer, their employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities (dincluding strict liability), settlements, damages, costs, or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) promptly provide Lender with written notice within 10 days and Environmental Liabilities and Costs arising out of (i) any Release, or threatened Release on any property presently or formerly owned or occupied by the receipt Borrower or any of its Subsidiaries (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by the Borrower or any of its Subsidiaries; (ii) any violation of Environmental Laws, (iii) any Environmental Actions, (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, generated, transported or deposited by the Borrower or any of its Subsidiaries (or any predecessor in interest or title); and/or (v) the breach of any representation or warranty made by the Borrower in Section 7.14 hereof or the breach of any covenant made by any of the following: (i) notice that an Environmental Lien has been filed against any of the real Borrower or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result its Subsidiaries in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Section 8.

Environmental. (a) Keep any property either owned or operated by any The Borrower free shall, and shall cause each of any its Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws. (b) complyThe Borrower agrees that the Administrative Agent may, from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in all material respectseither such case, with reasonably be expected to result in Environmental Laws Liabilities and provide Costs in excess of $10,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to Lender documentation obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Subsidiaries to perform such compliance which Lender tests on such property as are reasonably requests, (c) promptly notify Lender necessary to conduct such a review and/or investigation. Any such investigation of any release of a Hazardous Material property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and, shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any reportable quantity from or onto property owned or operated investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by any Borrower the Administrative Agent and take any Remedial Actions required the Lenders for the purposes of the Lenders’ internal credit decisions, to ▇▇▇▇▇ said release or otherwise monitor the Loans and to come into compliance with applicable Environmental Lawprotect the Lenders’ security interests created by the Loan Documents, and (d) promptly provide Lender with written notice within 10 days of the receipt Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any of such report to Borrower with the following: understanding that Borrower acknowledges and agrees that (i) notice that an Environmental Lien has been filed against it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of the real or personal property of any Borrowerreliance on such report, (ii) commencement of neither Administrative Agent nor any Environmental Action Lender makes any representation or notice that an Environmental Action will be filed against any Borrowerwarranty with respect to such report, and (iii) notice by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a violationResponsible Officer of the Borrower obtains actual knowledge thereof, citationthe Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Subsidiaries, or other administrative order to any Governmental Authorities under any applicable Environmental Laws and which would reasonably could be expected to have Environmental Liabilities and Costs in excess of $10,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $10,000,000, or (y) any other Environmental Liabilities and Costs in excess of $10,000,000 that could result in a Material Adverse Change. Notwithstanding the foregoingEnvironmental Liabilities and Costs in excess of $10,000,000, this covenant shall not apply (iv) discovery by Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Subsidiaries’ interest in any such property to be subject to any property securing material restrictions on the Wilton Noteownership, other than the obligation occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of the Borrowers its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to provide notice required under clause (c) Environmental Liabilities and Costs in excess of $10,000,000. (d) for events arising after Borrower shall promptly notify the date that any Borrower accepts assignment Administrative Agent of the Wilton Note, so long as (i) IMS Health agrees any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that would reasonably be expected to remediate such property expose Borrower or any of its Subsidiaries to, or result in Environmental Liabilities and indemnify the Borrowers for any liability associated with such property Costs in excess of $10,000,000 and (ii) any proposed action to be taken by Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Borrowers do not foreclose Environmental Laws applicable to the operations of Borrower or take ownership any of its Subsidiaries as of the Effective Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property unless in order to comply in all material respects with all applicable Environmental Laws and Governmental Authorizations. In the agreement event Borrower or any of its Subsidiaries undertakes any Remedial Action with IMS Health referred respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in clause (i) material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is on terms and conditions satisfactory being contested in good faith by Borrower or any of such Subsidiaries. In the event Borrower fails to Lender in its take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice, enter the property and, at Borrower’s sole discretion expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation.

Environmental. Tenant covenants and agrees (a) Keep that Tenant will not violate any property either owned Environmental Laws (as hereinafter defined); (b) that Tenant will not use, store, dispose or operated by generate any Borrower free Hazardous Materials (as hereinafter defined) in, on, at, or under the Premises, the Building and/or the Park except with Landlord’s written consent, such consent to be withheld in Landlord’s sole discretion; (c) that Tenant will not cause or permit any release, leak, discharge, spill, disposal, or emission of Hazardous Materials in, at, on, or under the Premises, the Building and/or the Park; (d) to give notice to Landlord immediately upon Tenant acquiring any knowledge of the presence of any Hazardous Materials at the Premises, the Building or the Park or of any release, leak, discharge, spill, disposal or emission of Hazardous Materials at the Premises, the Building or the Park, with a full description thereof; (e) to give notice to Landlord immediately of any notice of violation or potential violation of any Environmental Liens Laws received by Tenant; and (f) to promptly comply with any governmental requirements relating to the removal, treatment or post bonds disposal of Hazardous Materials caused by or other financial assurances sufficient to satisfy resulting from Tenant’s actions, inactions and/or business operations at the obligations or liability evidenced by such Environmental LiensPremises, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation Landlord with satisfactory evidence of such compliance which Lender reasonably requestscompliance. Tenant covenants and agrees that it shall indemnify, hold harmless and defend Landlord and its successors and assigns as owner of the Premises, from and against any and all liability, loss, damage, cost and expense (c) promptly notify Lender including, without limitation, attorneys' fees, consultant fees, and expert fees), causes of action, suit, claim, demand or judgment against Tenant, Landlord and/or the Premises and/or the Park of any release nature pertaining to a violation by Tenant of a Hazardous Material the covenants set forth in the immediately preceding paragraph and/or of any reportable quantity nature resulting from the existence of Hazardous Materials at, in, on or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of under the receipt Premises and/or the Park as a result of any action, inaction and/or business operations of the following: (i) notice that an Environmental Lien has been filed against any of the real Tenant, Tenant’s agents, employees, contractors, invitees, subtenants, successors or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Changeassigns. Notwithstanding the foregoing, this covenant The foregoing indemnification shall not apply in the event Landlord has caused the event or circumstance giving rise to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion indemnification.

Environmental. (a) Keep any property either owned or operated by any The Borrower free shall, and shall cause each of any its Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws. (b) complyThe Borrower agrees that the Administrative Agent may, from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in all material respectseither such case, with reasonably be expected to result in Environmental Laws Liabilities and provide Costs in excess of $20,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to Lender documentation obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Subsidiaries to perform such compliance which Lender tests on such property as are reasonably requests, (c) promptly notify Lender necessary to conduct such a review and/or investigation. Any such investigation of any release of a Hazardous Material property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any reportable quantity from or onto property owned or operated investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by any Borrower the Administrative Agent and take any Remedial Actions required the Lenders for the purposes of the Lenders’ internal credit decisions, to ▇▇▇▇▇ said release or otherwise monitor the Obligations and to come into compliance with applicable Environmental Lawprotect the Liens created by the Loan Documents, and (d) promptly provide Lender with written notice within 10 days of the receipt Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. --146- The Administrative Agent agrees to deliver a copy of any of such report to Borrower with the following: understanding that Borrower acknowledges and agrees that (i) notice that an Environmental Lien has been filed against it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of the real or personal property of any Borrowerreliance on such report, (ii) commencement of neither Administrative Agent nor any Environmental Action Lender makes any representation or notice that an Environmental Action will be filed against any Borrowerwarranty with respect to such report, and (iii) notice by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a violationResponsible Officer of the Borrower obtains actual knowledge thereof, citationthe Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Subsidiaries, or other administrative order to any Governmental Authorities under any applicable Environmental Laws and which would reasonably could be expected to have Environmental Liabilities and Costs in excess of $20,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $20,000,000, or (y) any other Environmental Liabilities and Costs in excess of $20,000,000 that could result in a Material Adverse Change. Notwithstanding the foregoingEnvironmental Liabilities and Costs in excess of $20,000,000, this covenant shall not apply (iv) discovery by Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Subsidiaries’ interest in any such property to be subject to any property securing material restrictions on the Wilton Noteownership, other than the obligation occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of the Borrowers its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to provide notice required under clause (c) Environmental Liabilities and Costs in excess of $20,000,000. (d) for events arising after Borrower shall promptly notify the date that any Borrower accepts assignment Administrative Agent of the Wilton Note, so long as (i) IMS Health agrees any proposed acquisition of Stock, assets, or property by Borrower or any of its Subsidiaries that would reasonably be expected to remediate such property expose Borrower or any of its Subsidiaries to, or result in Environmental Liabilities and indemnify the Borrowers for any liability associated with such property Costs in excess of $20,000,000 and (ii) any proposed action to be taken by Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Borrowers do not foreclose Environmental Laws applicable to the operations of Borrower or take ownership any of its Subsidiaries as of the Closing Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property unless in order to comply in all material respects with all applicable Environmental Laws and Permits. In the agreement event Borrower or any of its Subsidiaries undertakes any Remedial Action with IMS Health referred respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in clause (i) material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is on terms and conditions satisfactory being contested in good faith by Borrower or any of such Subsidiaries. In the event Borrower fails to Lender in its take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice, enter the property and, at Borrower’s sole discretion expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation.

Environmental. (a) Keep Except for items which could not reasonably be expected to have a material adverse effect on the Company or any Subsidiary, no part of the Company's or any of its Subsidiaries' assets, including, without limitation, any real property either owned or, to the knowledge of such entity after diligent and appropriate inquiry by the officers of such entity, leased by any such entity, is contaminated by any substance or material presently identified to be toxic, a pollutant, a contaminant or a hazardous substance according to any Applicable Environmental Law. Neither the Company nor any Subsidiary has caused or suffered to occur any material discharge, release, spillage, emission, uncontrolled loss, seepage or filtration of oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste or hazardous substance at, from, upon, and under or within any real property owned or operated leased by the Company or any Borrower free Subsidiary, or any contiguous real property. Neither the Company nor any Subsidiary has been and none of such entities has committed any acts or omissions which could reasonably be expected to lead to the imposition on the Company or any Subsidiary of material liability, or creation of a lien on the Company's or any Subsidiary's assets, under any Applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Law. (b) complyFor purposes of this Section, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable "Applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of " shall mean any of the following: (i) notice that an Environmental Lien has been filed against any of the law affecting real or personal property owned, operated or leased by the Company or any Subsidiary or any other operation of the Company or any BorrowerSubsidiary in any way pertaining to health, safety, or the environment, including, without limitation, (i) the Comprehensive Environmental Response, Conservation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as "CERCLA"), (ii) commencement the Resource Compensation and Recovery Act of any Environmental Action or notice that an Environmental Action will be filed against any Borrower1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended from time to time, herein referred to as "RCRA"), (iii) the Safe Drinking Water Act, as amended from time to time, (iv) the Toxic Substances Control Act, as amended from time to time, (v) the Clean Air Act, as amended from time to time, (vi) the Occupational Safety and Health Act, as amended from time to time, and (iiivii) notice any laws which may now or hereafter require removal of a violation, citation, asbestos or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for hazardous wastes or impose any liability associated with related to asbestos or other hazardous wastes. The terms "hazardous substance", "petroleum", "release", and "threatened release" have the meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") have the meanings specified in RCRA; provided, however, that in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such property and (ii) broader meaning shall apply subsequent to the Borrowers do not foreclose or take ownership effective date of such amendment with respect to all provisions of this Agreement; and provided further, however, that to the extent the laws of any nation, province, state or political subdivision thereof in which any real or personal property unless owned, operated or leased by the agreement with IMS Health referred to Company or any Subsidiary is located or in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .which the Company or any Subsidiary conducts operations establish a meaning for "hazardous substance", "petroleum", "release", "solid waste" or "disposal" which

Environmental. (a) Keep any property either owned or operated by any Borrower free Each of any FIND and its Subsidiaries has secured, and is in compliance in all material respects with, all Environmental Liens or post bonds or other financial assurances sufficient to satisfy Permits required in connection with its operations and the obligations or liability evidenced by Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental LiensPermit, is set forth in Section 4.23(a) of the FIND Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and none of such Environmental Permits will be terminated or impaired or become terminable as a result of the Merger. Each of FIND and its Subsidiaries has been, and are currently, in compliance in all material respects with all Environmental Laws. Neither FIND nor any of its Subsidiaries has received any notice alleging that FIND or any of its Subsidiaries is not in such compliance with Environmental Laws. (b) complyThere are no past, in all material respectspending or, with to FIND’s Knowledge, threatened Environmental Laws Actions against or affecting FIND or any of its Subsidiaries, and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender FIND is not aware of any release of a Hazardous Material of any reportable quantity from facts or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order circumstances which reasonably could be expected to result in a Material Adverse Change. Notwithstanding form the foregoing, this covenant shall not apply to basis for any property securing the Wilton Note, other than the obligation Environmental Action against FIND or any of the Borrowers to provide notice required under clause its Subsidiaries. (c) Neither FIND nor any of its Subsidiaries has entered into or agreed to any Order, and neither FIND nor any of its Subsidiaries is subject to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law. (d) No Lien has been attached to, or asserted against, the assets, property or rights of FIND or any of its Subsidiaries pursuant to any Environmental Law, and, to FIND’s Knowledge, no such Lien has been threatened. There are no facts, circumstances or other conditions that could be expected to give rise to any Liens on or affecting any Real Property. (e) There has been no treatment, storage, disposal or Release of any Hazardous Substance at, from, into, on or under any Real Property or any other property currently or formerly owned, operated or leased by FIND or any of its Subsidiaries. No Hazardous Substances are present in, on, about or migrating to or from any Real Property that could be expected to give rise to an Environmental Action against FIND or any of its Subsidiaries. (f) Neither FIND nor any of its Subsidiaries has received a CERCLA 104(e) information request nor has FIND or any of its Subsidiaries been named a potentially responsible party for events arising after any National Priorities List site under CERCLA or any site under analogous state Law. Neither FIND nor any of its Subsidiaries has received an analogous notice or request from any non-U.S. Governmental Authority. (g) There are no aboveground tanks or underground storage tanks on, under or about the date that Real Property. Any aboveground or underground tanks previously situated on the Real Property or any Borrower accepts assignment other property currently or formerly owned, operated or leased by FIND or any of its Subsidiaries have been removed in accordance with all Environmental Laws and no residual contamination, if any, remains at such sites in excess of applicable standards. (h) There are no PCBs leaking from any article, container or equipment on, under or about the Wilton NoteReal Property and there are no such articles, so long as containers or equipment containing PCBs. There is no asbestos containing material or lead-based paint containing materials in at, on, under or within the Real Property. (i) IMS Health agrees Neither FIND nor any of its Subsidiaries has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to remediate such property any off-site location which is an Environmental Clean-up Site. (j) None of the Real Property is an Environmental Clean-up Site. (k) The FIND has provided to FIND true and indemnify the Borrowers for complete copies of, or access to, all written environmental assessment materials and reports that have been prepared by or on behalf of FIND or any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Subsidiaries.

Environmental. (ai) Keep If either Administrative Agent has reasonable grounds for believing that a Group Company could reasonably be expected to incur any property either owned Environmental Liability, upon its written request, the Parent Borrower will furnish or operated cause to be furnished to the Administrative Agents, at the expense of the Parent Borrower, a report of an environmental assessment of reasonable scope, form and depth (including, where appropriate, invasive soil or groundwater sampling) by a consultant acceptable to the requesting Administrative Agent as to the nature and extent of the presence of any Hazardous Substances on any properties of any Group Company -129- and as to the compliance by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, Group Company with Environmental Laws and provide at such properties. If any Group Company fails to Lender documentation deliver such an environmental report within 60 days after receipt of such compliance which Lender written request, then the requesting Administrative Agent may arrange for the same, the Parent Borrower hereby grant, and agrees to cause the other Group Companies to grant, to the Administrative Agents and their representatives access to such properties to reasonably requestsundertake such an assessment (including, (c) promptly notify Lender where appropriate, invasive soil or groundwater sampling). The reasonable cost of any release of a assessment arranged by the Administrative Agents pursuant to this provision shall be payable by the Parent Borrower on demand and shall be added to the obligations secured by the Collateral Documents. (ii) The Parent Borrower will, or will cause each Group Company to, conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions necessary to address all Hazardous Material Substances on, from or affecting any properties of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required Group Company to ▇▇▇▇▇ said release or otherwise the extent necessary to come into be in compliance with applicable all Environmental Law, Laws and (d) promptly provide Lender with written notice within 10 days the orders and directives of all Governmental Authorities with jurisdiction over such properties to the receipt extent any failure to take the foregoing actions could reasonably be expected to have a Material Adverse Effect. The Parent Borrower acknowledges and agrees that if any of it or any other Group Company fails to perform any of the following: actions required under this SECTION 6.01(j)(ii), the Administrative Agents shall have the right (ibut not the obligation) notice to do so for such Person consistent with SECTION 6.09 hereof. The Parent Borrower further acknowledges and agrees that an Environmental Lien has been filed against if any of the real or personal property of any BorrowerGroup Company fails to cooperate (e.g., (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply by allowing access to any property securing premises or permitting the Wilton Notedrilling of core samples, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (iietc.) the Borrowers do Administrative Agents and the Lenders will not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion have an adequate remedy at Law.

Environmental. Except as disclosed in the Questionnaires as amended and supplemented through the date of Closing: (a1) Keep None of the Properties nor any property either of the Lessee Parties are in violation of, or subject to, any pending or, to Lessee's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws which violation, investigation or inquiry would have a Material Adverse Effect, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the Properties; (2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and Equipment forming a part of or located at any of the Properties by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect; (3) Since the initial acquisition by and during the ownership and/or occupancy of the Properties by Lessee, and to Lessee's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, except in Permitted Amounts; (4) None of the Properties contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Properties or which constitute any portion of the Equipment, if any, are in full compliance with all Environmental Laws, except where such noncompliance would not have a Material Adverse Effect; SCS Finance I, L.P. (5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Properties in excess of Permitted Amounts; (6) Since the initial acquisition by and during the ownership and/or occupancy of the Properties by Lessor, Lessee, and to Lessee's knowledge prior to such acquisition and ownership there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties, except where such noncompliance would not have a Material Adverse Effect; (7) None of the Lessee Parties has received any written notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Properties or Equipment, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (8) All information known to any of the Lessee Parties or contained in the files of any of the Lessee Parties relating to any existing Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Properties, other than in Permitted Amounts, has been provided to Lessor, including, without limitation, information relating to all prior Remediation; (9) All of the Properties are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"); and none of the Lessee Parties has allowed any tenant or other user of any of the Properties or Equipment to do any act on the Properties or Equipment Premises that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether that person or entity on or off any of the Properties), impaired the value of any of the Properties or Equipment in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Properties, except where such violation did not have a Material Adverse Effect on the Premises; and (10) The information and disclosures in the Questionnaires, as amended or supplemented through the date of Closing, are true, correct and complete in all material respects, and the person or persons executing the Questionnaires and any amendments or supplements thereto were duly authorized to do so; and (11) Each of the Lessee Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent state law or regulation) with respect to all petroleum underground storage tanks or storage tank systems (as those terms are defined under 40 C.F.R. Section 280.12 or equivalent state law or regulation) owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of Lessee Parties or located on any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any BorrowerProperties, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in except where such noncompliance would not have a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient ENVIRONMENTAL DISCLOSURE. Holdings will deliver to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws Administrative Agent and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: Lenders: (i) notice that an Environmental Lien has been filed against as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of the real its Subsidiaries or personal property of by independent consultants, governmental authorities or any Borrowerother Persons, with respect to significant environmental matters at any Facility or with respect to any known Environmental Claims; (ii) commencement promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Action Claims that, individually or notice that an Environmental Action will be filed against any Borrowerin the aggregate, and (iii) notice have a reasonable possibility of a violation, citation, or other administrative order which reasonably could be expected to result resulting in a Material Adverse Change. Notwithstanding Effect, and (3) Holdings or Company's discovery of any occurrence or condition on any real property adjoining or in the foregoing, this covenant shall not apply vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all material written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that has a reasonable possibility of giving rise to a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property securing by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the Wilton Noteaggregate, other than a Material Adverse Effect or (B) affect the obligation ability of the Borrowers Holdings or any of its Subsidiaries to provide notice maintain in full force and effect all material Governmental Authorizations required under clause (c) any Environmental Laws for their respective operations and (d2) for events arising after the date any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any Borrower accepts assignment of the Wilton Noteits Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, so long such other documents and information as (i) IMS Health agrees from time to remediate such property and indemnify the Borrowers for time may be reasonably requested by Administrative Agent in relation to any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred matters disclosed pursuant to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion this Section 5.9(a).

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens Liens; (ii) except to the extent such failure to comply could reasonably be expected (either individually or post bonds or other financial assurances sufficient in the aggregate) to satisfy have a Material Adverse Effect, comply, and cause each of its Subsidiaries and, as to the obligations or liability evidenced products manufactured by such Environmental Lienscontract manufacturers for any Loan Party to the extent such requirement would be consistent with industry standards with respect to contract manufacturers, (b) contract manufacturers, to comply, in all material respects, respects with Environmental Laws (such compliance to include, without limitation, (A) the maintenance of the financial assurance required by the Nuclear Regulatory Commission and Department of Public Health of the Commonwealth of Massachusetts with respect to the Facility, covering the estimated amount needed to decontaminate and decommission the Facility at the end of the Facility’s use as a nuclear facility, and (B) the appropriate use, handling, generation, storage, treatment, Release and disposal of Hazardous Materials at any property owned or leased by it or any of its Subsidiaries in accordance with applicable Environmental Laws) and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent may reasonably requests, request; (ciii) promptly notify Lender provide the Agents written notice within 10 days of the Borrower obtaining knowledge of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Borrower of its Subsidiaries, or under the control or direction of it or any of its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; and (iiiC) notice of a violation, citation, citation or other administrative order which could reasonably could be expected to result in have a Material Adverse Change. Notwithstanding Effect; (v) not incur any Environmental Liabilities and Costs the foregoingpayment of which could reasonably be expected to have a Material Adverse Effect; and (vi) defend, this covenant shall not apply to indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property securing at any time owned or operated by any Loan Party, any of its Subsidiaries (or its predecessors in interest or title) or any contract manufacturer while manufacturing products for the Wilton NoteLoan Party or a Subsidiary, other than (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose presence or take ownership Release of such property unless Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the agreement with IMS Health referred to in clause presence or Release of such Hazardous Materials, (iD) is on terms and conditions satisfactory to Lender in any violation of any Environmental Law by any Loan Party or any of its sole discretion Subsidiaries and/or (E) any Environmental Action filed against any Agent or any Lender.

Environmental. (ai) Keep Each of the Company and its Subsidiaries is and has for the past five (5) years been in material compliance with all applicable Environmental Laws. None of the Company, any property either owned of its Subsidiaries or any of its or their officers has received during the past five (5) years any communication or complaint from a Governmental Entity or other Person alleging that the Company or any of its Subsidiaries has any material liability under any applicable Environmental Law or is not in material compliance with any applicable Environmental Law. (ii) Except with respect to matters that have been settled or resolved prior to Closing (to the extent settled or resolved), and matters set forth on Section 5P of the Company Disclosure Letter, there is and has been no Release or threatened Release of Hazardous Substances for which the Company would have liability or responsibility pursuant to applicable Environmental Law nor any obligation of the Company to perform any notification, investigation, clean-up or corrective action of any kind relating thereto, in connection with the conduct or the Business or on or from any properties (including any buildings, structures, improvements, soils and surface, subsurface and ground waters thereof) currently or formerly owned, leased or operated by or for the Company or any Borrower free of its Subsidiaries or any predecessor company, at any location to which the Company or any of its Subsidiaries or any predecessor company has disposed of or arranged for the disposal of any Environmental Liens Hazardous Substances or post bonds at any other location with respect to which the Company or other financial assurances sufficient any of its Subsidiaries or any predecessor company would be liable for investigation, clean-up or corrective action pursuant to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law. No underground storage tank or water, gas or oil well, is located on any Owned Real Property, or to the Knowledge of the Company is located on any Leased Real Property. There are no past or present actions, activities, circumstances, conditions, events or incidents, including without limitation the Release of Hazardous Substances, that could form the basis for assertion of liability under Environmental Laws against Sellers, Buyer, the Company or any of its Subsidiaries, the Business or any property used therein or against any predecessor. There is no pending or, to the Knowledge of the Company, threatened investigation by any Governmental Entity, nor any pending or, to the Knowledge of the Company, threatened Action with respect to the Company or any of its Subsidiaries, the Business or any property used therein or against any predecessor, relating to Hazardous Substances or otherwise under any Environmental Law. (iii) Section 5P of the Company Disclosure Letter sets forth a complete list of all Environmental Permits that are required with respect to the occupation of the properties and the operations of the Business of the Company and its Subsidiaries. Each of the Company and its Subsidiaries holds all Environmental Permits that are required with respect to the occupation of the properties and the operations of the Business of the Company and its Subsidiaries, and is and has for the past five (d5) promptly provide Lender with written notice within 10 days years been in material compliance therewith. All such Environmental Permits are in full force and effect, and to the Knowledge of the receipt Company, no Action, revocation proceeding, amendment procedure, writ, injunction or claim is pending or threatened concerning any such Environmental Permits. (iv) Except as set forth in the Leased Real Property Leases, neither the Company nor any Subsidiary has agreed to assume, undertake or provide indemnification for any liability of any other Person under Environmental Laws, including without limitation any obligation for any response action. (v) Neither the execution, delivery or performance of this Agreement nor the consummation of the following: transactions contemplated hereby will (i) require any notice that an Environmental Lien has been filed against any of the real to or personal property consent of any Borrower, Governmental Entity or other Person pursuant to any applicable “transaction-triggered” Environmental Law or any Environmental Permit or (ii) commencement of subject any Environmental Action Permit to suspension, cancellation, modification, revocation or notice that an nonrenewal. (vi) No environmental activity or use deed restrictions have been imposed on the current Owned Real Property or to the Knowledge of the Company on the Leased Real Property in connection with any liability or potential liability arising from or related to Environmental Action will be filed against any BorrowerLaws, and (iii) notice to the Knowledge of a violationthe Company, citationthere is no Action, proceeding, writ, injunction or other administrative order claim pending or threatened which would reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoingimposition of any such restriction. (vii) The Company and its Subsidiaries have provided to the Buyer all “Phase I,” “Phase II” or other environmental assessment or compliance audit reports in their possession or to which they have reasonable access addressing locations ever owned, operated or leased by the Company or any of its Subsidiaries or any predecessor company at which the Company or any of its Subsidiaries or any predecessor actually, potentially or allegedly may have liability under any Environmental Law. (viii) For purposes of this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .Agreement:

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent may reasonably requests, request; (ciii) promptly notify Lender the Agents of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which reasonably could be expected to result in have a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless the foregoingAgents and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property securing the Wilton Noteat any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), other than the obligation (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of the Borrowers or related to provide notice required under clause such Hazardous Materials, (cC) and any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (dD) for events arising after the date that any Borrower accepts assignment violation of the Wilton Note, so long as any Environmental Law by any Loan Party and/or (iE) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Environmental Action filed against any Agent or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion any Lender.

Environmental. Except as disclosed in the Questionnaires, as amended and supplemented through the date of Closing: (a1) Keep None of the Premises nor any property either of the Borrower Parties are in violation of, or subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, which violation, investigation or inquiry would have a Material Adverse Effect, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the Premises; (2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect; (3) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Premises, except in Permitted Amounts; (4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with all Environmental Laws, except where such noncompliance would not have a Material Adverse Effect; (5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts; (6) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Premises, except where such noncompliance would not have a Material Adverse Effect; (7) None of the Borrower Parties has received any written notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous SCS Finance II, L.P. Mortgage Loan Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Premises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (8) All information known to any of the Borrower Parties or contained in the files of any of the Borrower Parties relating to any existing Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Premises, other than in Permitted Amounts, has been provided to Lender, including, without limitation, information relating to all prior Remediation (which provision of information was accomplished in part by delivering to representatives of Lender for their review and analysis the files of Lessee maintained by Lessee with respect to environmental matters relating to the Premises); (9) All of the Premises are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"); and none of the Borrower Parties has allowed any tenant or other user of any of the Premises to do any act on the Premises that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether that person or entity was on or off any of the Premises), impaired the value of any of the Premises in any material respect, is contrary to any requirement of any insurer insuring the Premises, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Premises, except where such violation did not have a Material Adverse Effect on the Premises; and (10) The information and disclosures in the Questionnaires, as amended and supplemented through the date of Closing, are true, correct and complete in all material respects, and the person or persons executing the Questionnaires and any amendments and supplements thereto were duly authorized to do so; and (11) Each of the Borrower Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent state law or regulation) with respect to all petroleum underground storage tanks or storage tank systems (as those terms are defined under 40 C.F.R. Section 280.12 or equivalent state law or regulation) owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of Borrower Parties or located on any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any BorrowerPremises, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in except where such noncompliance would not have a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. (a) Keep any property either owned Except as would not, individually or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient in the aggregate, reasonably be expected to satisfy have a Company Material Adverse Effect, neither the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of Company nor any of the following: its Subsidiaries (i) has received any written notice that an Environmental Lien has been filed against with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the real Company or personal property any of its Subsidiaries is not in compliance with any BorrowerEnvironmental Laws, (ii) commencement has caused any “release” of a “hazardous substance” (as those terms are defined in CERCLA), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release requires any cleanup or remediation pursuant to Environmental Action Law or notice that an Environmental Action will be filed against any Borrower, and (iii) notice has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of a violationthe Company or any Subsidiary pursuant to CERCLA or any similar Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, citationexcept where the failure to obtain or comply with any such Permit would not, individually, or other administrative order which in the aggregate, reasonably could be expected to result in have a Company Material Adverse ChangeEffect. Notwithstanding All such permits are in full force and effect and, to the foregoingCompany’s Knowledge, this covenant shall not apply there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any property securing such Permit would not, individually, or in the Wilton Noteaggregate, other than the obligation of the Borrowers reasonably be expected to provide notice required under clause have a Company Material Adverse Effect. (c) The Company previously has made available to Parent copies of all phase I environmental reports prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws, in the case of each of the foregoing within the last three (3) fiscal years. (d) for events arising after The representations and warranties contained in this Section 4.15 constitute the date that any Borrower accepts assignment of sole and exclusive representations and warranties made by the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Company concerning environmental matters.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient Disclosure. Parent will deliver to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws Administrative Agent and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: Lenders: (i) notice that an Environmental Lien has been filed against as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Parent or any of the real its Subsidiaries or personal property of by independent consultants, governmental authorities or any Borrowerother Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) commencement promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Parent or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Action Claims that, individually or notice that an Environmental Action will be filed against any Borrowerin the aggregate, and (iii) notice have a reasonable possibility of a violation, citation, or other administrative order which reasonably could be expected to result resulting in a Material Adverse Change. Notwithstanding Effect, and (3) Parent or any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the foregoing, this covenant shall not apply vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by Parent or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Parent or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property securing by Parent or any of its Subsidiaries that could reasonably be expected to (A) expose Parent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the Wilton Noteaggregate, other than a Material Adverse Effect or (B) affect the obligation ability of the Borrowers Parent or any of its Subsidiaries to provide notice maintain in full force and effect all material Governmental Authorizations required under clause (c) any Environmental Laws for their respective operations and (d2) for events arising after the date any proposed action to be taken by Parent or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Parent or any Borrower accepts assignment of the Wilton Noteits Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, so long such other documents and information as (i) IMS Health agrees from time to remediate such property and indemnify the Borrowers for time may be reasonably requested by Administrative Agent in relation to any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred matters disclosed pursuant to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion this Section 5.9(a).

Environmental. Except as to any such requirements which Seller has contested in good faith, Seller shall diligently comply with all legal requirements pursuant to the Administrative Consent Order between Seller and the NYSDEC dated March 30, 1998 (athe "ACO") Keep and shall obtain and deliver to Purchaser such documentation as may be provided by the State of New York and any property either owned of its relevant agencies demonstrating that the requirements of the ACO have been satisfied (the "ACO Environmental Work"). For purposes of the foregoing sentence, the terms "diligently comply with all legal requirements" shall be deemed to include compliance with any deadlines that the NYSDEC shall impose for the delivery of any remedial plan or operated investigation report to the NYSDEC, except to the extent that Seller's failure to so comply was caused by Purchaser, any of Purchaser's Representatives, or any force majeure event. Seller shall further perform such remedial actions with regard to any Hazardous Materials that are present in soils or groundwater at, on, in, under or emanating from the Property as of the date of Closing, to the extent that Seller becomes legally required to do so as a result of any claim by any Borrower free Governmental Authority or third party against Seller, subject to Seller's right to contest that it is required to do so pursuant to Environmental Laws (the "Non-ACO Environmental Work"), PROVIDED, HOWEVER, that Seller shall have no obligation hereunder to perform such remedial actions with respect to: (i) any Hazardous Materials discovered as a result of any investigation (other than Purchaser's Investigation to the extent that such investigation complies with all of the requirements, conditions and limitations set forth in Section 3.2(c) for Seller's duty to indemnify, defend and hold harmless Indemnitees for Environmental Liens Liabilities arising from Purchaser's Investigation) performed by Purchaser or post bonds any of Purchaser's tenants, contractors, agents, or other financial assurances sufficient to satisfy the obligations invitees; and/or (ii) any Environmental Liability arising from Purchaser's or liability evidenced by such Environmental Liensany of Purchaser's tenants', (b) complycontractors', in all material respectsagents', with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender or invitees' negligence or exacerbation of any release Hazardous Materials present at, on, under or near the Property prior to Closing. (The ACO Environmental Work and the Non-ACO Environmental Work shall hereinafter be referred to as the "Environmental Work.") In performing the Environmental Work, Seller shall: (i) keep Purchaser reasonably apprised of a Hazardous Material its remedial work activities and shall provide Purchaser or Purchaser's designated representative with draft copies of any reportable quantity from workplans, reports or onto property owned or operated schedules ("Deliverables") required by any Borrower Governmental Authority for its review and take comment prior to their submission to any Remedial Actions Governmental Authority and any responses to said documents from any Governmental Authority, PROVIDED, HOWEVER, that in the case of any such documents required to be submitted to any Governmental Authority, Seller shall have no obligation to accept any of Purchaser's comments, except as otherwise provided in Section 3.2(e) hereof, and (ii) take such measures as are necessary to avoid disruption to the business operations of Purchaser's tenants at the Property, PROVIDED, HOWEVER, that Seller shall have no obligation to do so to the extent that the cost of any measures necessary to avoid such disruptions exceed the then fair market rent for the tenant's space plus any other reasonable business losses incurred by the tenant for which Purchaser is held responsible under the terms of the applicable lease; PROVIDED, FURTHER HOWEVER, that if Seller's performance of Environmental Work is directly responsible for Purchaser's incurring liability to tenants of the Property for any substantial disruption of said tenants' businesses, Seller shall reimburse Purchaser for the actual costs incurred by Purchaser, provided that Seller shall have the right to defend Purchaser against any related claims by tenants and Purchaser agrees to cooperate fully with Seller in connection with any such defense. Seller further agrees that it shall be solely responsible for the payment of, and hereby covenants to pay as necessary to invoke coverage for any claim covered thereunder, all deductible amounts pursuant to that insurance policy currently held by Seller, known more particularly as Kemper Indemnity Insurance C▇▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental LawPolicy No. 4YY-002213-00 and American International Specialty Lines Insurance Company Policy No. PLS 2026574, and (d) promptly provide Lender shall further cause the carrier on the latter policy to name Purchaser as an additional insured on such policy. There foregoing covenants shall survive the Closing until such time as Seller's indemnification obligations expire in accordance with written notice within 10 days of the receipt Section 3.2(b). Further, it shall be a precondition that prior to seeking any judicial remedy with respect to Seller's actual or alleged breach of any of the following: foregoing covenants in this Section 4.3(e), Purchaser shall first provide Seller with written notice of such breach and provide Seller with thirty (i30) notice days in which to cure such breach. Seller shall further compensate Purchaser for the fair market rental value of any otherwise leaseable space that an Environmental Lien has been filed against any is rendered unleaseable due to the Seller's performance of the real or personal property of any BorrowerEnvironmental Work, (ii) commencement of any Environmental Action or notice during the period that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, such space is so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion rendered unleaseable.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Minefinders Material Adverse Effect: (ai) Keep all facilities and operations of Minefinders and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Minefinders and its Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Property and Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any property either owned portion of any currently or operated by formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Minefinders and its Subsidiaries and, to the knowledge of Minefinders, there is no basis for any Borrower free such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Minefinders nor any of its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Minefinders, there are no changes in the status, terms or conditions of any Environmental Liens Permits held by Minefinders or post bonds any of its Subsidiaries or other financial assurances sufficient any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Minefinders or any of its Subsidiaries following the Effective Date; (A) Minefinders and its Subsidiaries have made available to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in Pan American all material respectsaudits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with Environmental Laws respect to environmental matters; and (B) to the knowledge of Minefinders, Minefinders and provide its Subsidiaries are not subject to Lender documentation of such compliance which Lender any past or present fact, condition or circumstance that could reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in liability under any Environmental Laws that would individually or in the aggregate, constitute a Minefinders Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. except as set forth in the UEC SEC Filings, and except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on UEC: (ai) Keep all operations of UEC have been conducted, and are now in compliance with all Environmental Laws; (ii) UEC is in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate its properties and to conduct its business as it is now being conducted or as proposed to be conducted (collectively the "Environmental Permits"); and (iii) UEC is not aware of, or is subject to: (A) any property either owned Environmental Laws which require or may require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures; (B) any written demand or written notice with respect to the breach of or liability under any Environmental Laws applicable to UEC, including any regulations respecting the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances; (C) any written demand or written notice with respect to liability, by contract or operation of applicable Laws, under Environmental Laws applicable to UEC or any current or former subsidiary or any of its predecessor entities, divisions or any formerly owned, leased or operated by properties or Assets of the foregoing, including liability with respect to the presence, release or discharge of Hazardous Substances; or (D) any Borrower free changes in the terms or conditions of any Environmental Liens Permits or post bonds any renewal, modification, revocation, re-issuance, alteration, transfer or other financial assurances sufficient to satisfy the obligations or liability evidenced by amendment of such Environmental LiensPermits, (b) complyor any review by, in all material respectsor approval of, with Environmental Laws and provide to Lender documentation any Governmental Entity of such compliance which Lender reasonably requestsEnvironmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of the Business following such consummation; (civ) promptly notify Lender UEC has not conducted the Business or used any of any release of a the Assets or permitted them to be conducted or used, to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into Substances, except in compliance with all applicable Environmental Lawjudgments, decrees, orders, injunctions, rules, statutes and (d) promptly provide Lender with written notice within 10 days regulations of all courts, arbitrators or Governmental Entities, including all environmental, health and safety statutes and regulations and, to the receipt best of UEC's knowledge, neither has any lessee or prior owner of any of the following: Assets or any other Person; (iv) notice that an Environmental Lien UEC, the Business and the Assets and the uses to which its assets have been put and the state of maintenance and repair thereof comply in all material respects with all applicable Laws, judgments, decrees, orders, injunctions, rules and regulations of all Governmental Entities, courts or arbitrators, including all environmental, health and safety statutes and regulations and fire and building codes and standards; (vi) UEC has been filed against not received any notices of any contravention of, or demands or requests for, repairs or other remedial work with respect to any of the real its assets under any statutes, bylaws, ordinances, rules or personal property regulations of any Borrower, (ii) commencement Governmental Entity or arising from the use of any of its assets, or the occupation or use of any premises owned, leased or utilized by UEC or relating to the location, size, configuration, state of repairs, design or construction of, or defects in any of these premises; (vii) UEC is not subject to any judicial or administrative proceeding alleging the violation of any applicable Environmental Action Laws, health or safety laws or other statutes and regulations, judgments, decrees, orders, injunctions, or rules; (viii) UEC is not the subject of investigation by any Governmental Entity evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance into the environment nor has any Hazardous Substance been released into the environment, or disposed of, at, on, or near any property used or previously used by UEC as a result of the conduct of the Business or otherwise, except as permitted by the laws or regulations enforced at the relevant time and UEC does not have any contingent liability in connection with the release of any Hazardous Substance or contaminant or other substance into the environment; and (ix) UEC has not filed any notice that an under any applicable Environmental Action will be filed against any BorrowerLaws, and (iii) notice health or safety laws, other statutes or regulations, judgments, decrees, orders or injunctions, indicating past or present treatment, storage, or disposal of a violation, citationHazardous Substance or constituent, or other administrative order which reasonably could be expected substance into the environment, and, to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation best of the Borrowers knowledge of UEC, there are no orders or directions relating to provide notice required under clause (c) and (d) for events arising after environmental matters requiring any work, repairs or capital expenditures with respect to the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Assets or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .Business;

Environmental. Parent will, and will cause each of its Subsidiaries to, (a) Keep any property either owned by Parent or operated by any Borrower its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Liens other than those with respect to Environmental Liabilities that are the subject of a Permitted Protest, (b) comply, in all material respects, Comply with Environmental Laws Laws, except where such noncompliance would not reasonably be expected to result individually or in the aggregate in a material Environmental Liability, and to provide to Lender Agent documentation of such compliance which Lender Agent reasonably requests, , (c) promptly Promptly notify Lender Agent of any release of which Parent has knowledge of a Hazardous Material of in any reportable quantity as required pursuant to any applicable Environmental Law from or onto property owned or operated by any Borrower Parent or its Subsidiaries and take any Remedial Actions required by a Governmental Authority or applicable Environmental Law to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and and (d) promptly Promptly, but in any event within five Business Days of its written receipt thereof, provide Lender Agent with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real Real Property of Parent or personal property of any Borrowerits Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against any BorrowerParent or its Subsidiaries, and or (iii) written notice of a violation, citation, or other administrative order which from a Governmental Authority to Parent or its Subsidiaries arising under Environmental Law that, in the case of either (ii) or (iii) above, could reasonably could be expected to result in a Material Adverse ChangeParent or any Subsidiary incurring, individually or in the aggregate, material Environmental Liabilities or otherwise materially impairing the value or transferability of any Real Property owned by or operated by Parent or any of its Subsidiaries. Notwithstanding The matters disclosed on Schedule 4.11 to the foregoing, Disclosure Letter shall be deemed exceptions to this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Section 5.9.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy (i) AFN and the obligations or liability evidenced by such Environmental Liens, (b) comply, AFN Subsidiaries comply and have complied in all material respects, respects with all applicable Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borroweras defined below), (ii) commencement to the knowledge of AFN, no material amount of Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any Environmental Action of the properties currently leased, operated or notice that an Environmental Action will be filed against any Borrowerotherwise used by AFN or the AFN Subsidiaries (including soils, and groundwater, surface water, buildings or other structures) during the time period the properties have been leased, operated or otherwise used by AFN or the AFN Subsidiaries, (iii) notice to the knowledge of a violationAFN, citationno material amount of Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries during the period of ownership, lease, operation or use by AFN or the AFN Subsidiaries, (iv) neither AFN nor any of the AFN Subsidiaries is subject to any material liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) neither AFN nor any of the AFN Subsidiaries or, to the knowledge of AFN, any legal predecessor of AFN or any AFN Subsidiary, has received any written notice, demand, letter, claim or request for information alleging that AFN or any of the AFN Subsidiaries is or may be in violation of or liable under any Environmental Law, (vi) neither AFN nor any of the AFN Subsidiaries is subject to any order, decree, injunction or other directive of any Governmental Authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) to the knowledge of AFN, there are no circumstances or conditions involving AFN and the AFN Subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries, or other administrative order which any of the assets (including real property) or businesses of any predecessors of AFN or the AFN Subsidiaries that could reasonably could be expected to result in a Material Adverse Change. Notwithstanding any material damages or liabilities to AFN or any of the foregoingAFN Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the ownership, this covenant shall not apply use or transfer of any of the assets of AFN or any of the AFN Subsidiaries arising under or pursuant to any property securing applicable Environmental Law. (b) As used in this Agreement, the Wilton Noteterm “Environmental Law” means any international, other than national, provincial, regional, federal, state, municipal or local law, regulation, order, judgment, decree, permit, authorization, opinion, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the obligation protection, investigation or restoration of the Borrowers environment (including, without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of injury to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose persons or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion property.

Environmental. (a) Keep any property either owned or operated Cause all operations of the Borrower and its Subsidiaries to be conducted in compliance in all material respects with all applicable Environmental Laws; (b) promptly deliver to the Lender copies of all reports prepared by any Governmental Authority, any environmental auditor or engineer, or any other Person, relating to or in connection with any Environmental Claim against the Borrower free or any of its Subsidiaries, unless the Borrower cannot obtain such reports or copies thereof; (c) notify the Lender in writing within 10 Business Days after the Borrower or any of its Subsidiaries shall have become aware of any Environmental Liens Claim against the Borrower or post bonds any of its Subsidiaries or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated caused by any operations conducted by the Borrower and take or any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and of its Subsidiaries; (d) promptly provide Lender with written notice within 10 days in the event that, to the knowledge of the receipt Borrower or any of its Subsidiaries, any Hazardous Substance Contamination shall occur which was caused by the Borrower or any of its Subsidiaries or under circumstances as a result of which the Borrower or any of its Subsidiaries would be liable or financially responsible for damages or the cost of remediation or clean-up, or the Borrower or any of its Subsidiaries shall become aware of any non-compliance in any material respect of any Obligor Use Property with any Environmental Law by the following: Borrower or any of its Subsidiaries which occurred previously, exists now or shall exist hereafter (i) notice that an Environmental Lien has been filed against any of notify the real or personal property of any BorrowerLender thereof in writing within 10 Business Days, (ii) commencement of any Environmental Action or notice that if requested by the Lender, engage, at the Borrower's expense, and deliver to the Lender as promptly as feasible an Environmental Action will Assessment with respect thereto containing or accompanied by a plan and budget in form and content reasonably satisfactory to the Lender for the remediation or cure thereof, (iii) as promptly as feasible, commence and diligently pursue to completion, or cause to be filed against promptly commenced and diligently pursued to completion, all actions which are necessary to remediate or cure the same, all contractors to perform any Borrowerwork in connection therewith to be reasonably satisfactory to the Lender, and (iv) if requested by the Lender, deliver to the Lender, within 15 days after request therefor by the Lender, a bond, letter of credit or similar financial assurance reasonably satisfactory to the Lender evidencing that the funds necessary are available to pay the cost of such cure or remediation; and (e) indemnify, protect and defend the Lender, and its officers, directors, employees, attorneys and agents, and save harmless the Lender, and its officers, directors, employees, attorneys and agents, from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, litigation, defenses, judgments, decrees, orders, directives, suits, actions, proceedings, costs and expenses (including, without limitation, counsel fees and expenses and experts' fees and expenses) of any kind or nature whatsoever which may at any time be imposed upon, paid or incurred by or asserted or awarded against any of them relating to, resulting from or arising out of (i) the presence, manufacture, generation, production, processing, use, handling, treatment, storage, disposal, transportation or distribution on or about any Obligor Use Property of any Hazardous Substance by the Borrower or under any circumstances as a result of which the Borrower or any of its Subsidiaries would be liable or financially responsible for damages or the cost of remediation or clean-up, (ii) any Hazardous Substance Contamination by the Borrower or any of its Subsidiaries or under circumstances as a result of which the Borrower or any of its Subsidiaries would be liable or financially responsible for damages or the cost of remediation or clean-up, (iii) notice any non-compliance in any material respect of a violationany Obligor Use Property with any Environmental Law by the Borrower or any of its Subsidiaries which occurred previously, citationnow exists or shall exist hereafter, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply (iv) any costs associated with any remedial or curative action relating to any property securing Hazardous Substances, any Hazardous Substance Contamination or any violation of any applicable Environmental Laws by the Wilton Note, other than Borrower or any of its Subsidiaries. The indemnification obligations of the Borrower under this Subsection shall survive the termination of this Agreement and payment of the outstanding Note for a period of 3 years. The Lender agrees not to delay release of Collateral in accordance with the last sentence of Subsection 2.2 of the Borrower Security Agreement on account of any contingent obligation of the Borrowers to provide notice required Borrower under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion preceding sentence.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or The Issuer shall, and shall cause each other financial assurances sufficient to satisfy Securitization Entity to, promptly notify the obligations or liability evidenced by such Environmental LiensServicer, (b) complythe Manager, the Back-Up Manager, the Trustee and the Rating Agencies, in all material respectswriting, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of the following: (i) notice any possible material liability of any Securitization Entity pursuant to any Environmental Law that an Environmental Lien has been filed against could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the real following that could not, individually or personal property of any Borrowerin the aggregate, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect, the foregoingIssuer shall, this covenant and shall not apply to any property securing the Wilton Note, cause each other than the obligation of the Borrowers to provide notice required under clause Securitization Entity to: (ca) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated comply with such property and all applicable Environmental Laws, (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets owned, leased or operated by the Borrowers do not foreclose Issuer or take ownership any other Securitization Entity, or at any other location (including, without limitation, any location to which Materials of such property unless the agreement with IMS Health referred Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal) which could reasonably be expected to in clause (i) is on terms and conditions satisfactory give rise to Lender liability of the Issuer or any other Securitization Entity under any applicable Environmental Law or otherwise result in its sole discretion costs to the Issuer or any other Securitization Entity, (ii) interfere with the Issuer’s or any other Securitization Entity’s continued operations or (iii) impair the fair saleable value of any Real Estate Assets owned by the Issuer or any other Securitization Entity.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or The Issuer shall, and shall cause each other financial assurances sufficient to satisfy Securitization Entity to, promptly notify the obligations or liability evidenced by such Environmental LiensControl Party, (b) complythe Manager, the Back-Up Manager, the Trustee and the Rating Agencies, in all material respectswriting, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of the following: (i) notice any possible material liability of any Securitization Entity pursuant to any Environmental Law that an Environmental Lien has been filed against could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the real following that could not, individually or personal property of any Borrowerin the aggregate, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect, the foregoingIssuer shall, this covenant and shall not apply to any property securing the Wilton Note, cause each other than the obligation of the Borrowers to provide notice required under clause Securitization Entity to: (ca) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated comply with such property and all applicable Environmental Laws, (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets owned, leased or operated by the Borrowers do not foreclose Issuer or take ownership any Securitization Entity, or at any other location (including, without limitation, any location to which Materials of such property unless the agreement with IMS Health referred Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal) which could reasonably be expected to in clause (i) is on terms and conditions satisfactory give rise to Lender liability of the Issuer or any Securitization Entity under any applicable Environmental Law or otherwise result in its sole discretion costs to the Issuer or any Securitization Entity, (ii) interfere with the Issuer’s or any Securitization Entity’s continued operations or (iii) impair the fair saleable value of any Real Estate Assets owned by the Issuer or any Securitization Entity.

Environmental. (a) Keep Without limiting the generality of the Manager’s obligation to comply with all Applicable Laws, the Manager agrees that it shall not cause or permit to occur any property either owned violation of Applicable Laws relating to environmental matters on, under or operated by any Borrower free about the Event Centre arising from the Manager’s use or Operation of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Event Centre. (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the followingThe Manager shall not: (i) notice that an Environmental Lien has been filed against release, store or dispose of any Hazardous Substances, or permit any subtenant or licensee or user of the Event Centre to do the same; or (ii) fail to prevent the release, storage or disposal of any Hazardous Substances by its servants, agents, employees, contractors or any other Persons for whom the Manager is responsible in law including, without limitation, any subtenant, licensee or user of the Event Centre; in any such case on, under or about the Event Centre in violation of Applicable Laws relating to environmental matters. (c) If at any time during the Term there occurs any release or disposal of any Hazardous Substances on, under or about the Event Centre in any such case in violation of Applicable Laws relating to environmental matters (including, without limitation, any of the real foregoing caused by any subtenant or personal property licensee of the Event Centre), then the Manager agrees that it shall, at its sole cost and expense and without any contribution from The City of any Borrowerkind whatsoever, (ii) commencement of undertake the remediation and clean-up work required by any Environmental Action Government Authority with respect to such release or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative disposal in order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and comply with all Applicable Laws. (d) for events The Manager shall defend, indemnify and hold harmless The City Indemnified Parties from and against any and all claims, damages, suits, costs, expenses, liabilities, fines, obligations, penalties, demands, actions or proceedings of any nature or kind whatsoever (including without limitation legal fees and disbursements on a solicitor/client full indemnity basis) of or by anyone whosoever, resulting from, or arising after out of, directly or indirectly, any breach or default by the date that Manager of its obligations under this Section 5.10 or otherwise relating to the presence of any Borrower accepts assignment Hazardous Substances on, under or about the Event Centre, or any breach of Applicable Laws relating to environmental matters in respect of the Wilton NoteEvent Centre or the Manager’s use or Operation thereof. (e) The Parties agree that if the Manager brings to or creates at the Event Centre any Hazardous Substance other than those substances or materials reasonably necessary to operate the Event Centre for the Primary Uses, so long as (i) IMS Health agrees or if the conduct of the Manager’s business causes there to remediate be any Hazardous Substances at the Event Centre other than those substances or materials reasonably necessary to operate the Event Centre for the Primary Uses, notwithstanding any rule of law to the contrary, such Hazardous Substance shall be and remain the sole and exclusive property of the Manager and indemnify shall not become the Borrowers for any liability associated with such property and (ii) of The City notwithstanding the Borrowers do not foreclose or take ownership degree of affixation of such property unless Hazardous Substance or the agreement with IMS Health referred goods containing such Hazardous Substance to in clause (i) is on terms the Event Centre, and conditions satisfactory to Lender in its sole discretion notwithstanding the expiry or earlier termination of this Agreement.

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and Laws; (iii) provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of the Agents written notice within 10 Business Days after any release Release of a Hazardous Material in excess of any reportable quantity under Environmental Laws from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇abate said Release; (iv) provide the Agents with written notice wit▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of ▇0 Business Days after the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal owned property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any an Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which could reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless the foregoingAgents and the Lenders and their transferees, this covenant shall not apply and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) incurred by or asserted against such Person to the extent arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property securing the Wilton Noteat any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), other than the (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (E) any Environmental Action filed against any Agent or any Lender; provided that no Loan Party shall have any obligation of the Borrowers to provide notice required under clause (cv) and (d) for events arising to the extent that the condition arises out of or relates to the gross negligence or willful misconduct of any indemnified party or its agents or representatives or results in a violation of Environmental Laws or the presence or release of Hazardous Materials that first occur at a particular property after the date that property has been transferred to any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose indemnified party or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion their successors or assigns.

Environmental. Except as described in Schedule 4.19: (a1) Keep Holdco, the Company and the Subsidiaries have complied and are in compliance with all applicable Environmental Laws other than violations which would not have a Material Adverse Effect and there is no past or present fact, condition or circumstance that, to the Vendors' knowledge, could result in any property either owned liability of Holdco, the Company or operated by any Borrower free of the Subsidiaries under any applicable Environmental Laws which would have a Material Adverse Effect; (2) Holdco, the Company and the Subsidiaries have obtained all material Environmental Permits required for the operation of the Business, all of which are described in section (b) of Schedule 4.19. Each such Environmental Permit is valid, subsisting and in good standing and none of Holdco, the Company or any of the Subsidiaries is in default or breach of any Environmental Liens Permit, other than defaults or post bonds breaches that would not have a Material Adverse Effect, and no proceeding is pending or, to the Vendors' knowledge, threatened to revoke, amend or other financial assurances sufficient limit any material Environmental Permit; (3) none of Holdco, the Company or any of the Subsidiaries has used or permitted to satisfy be used any of its past or present properties (including the obligations Real Property and the Leased Property) or liability evidenced by such Environmental Liensfacilities to generate, (b) complyuse, dispose of or handle any material quantities of Hazardous Substance except in all material respects, compliance with Environmental Laws and provide to Lender documentation or where non-compliance would not have a Material Adverse Effect; (4) none of such compliance which Lender reasonably requestsHoldco, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from the Company or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the followingSubsidiaries has received in the three years preceding the date hereof any written notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law. In the ten years preceding the date of this Agreement: (i) notice that an Environmental Lien has been filed against none of Holdco, the Company or any of the real Subsidiaries has been required to pay any amount, whether in respect of a fine, penalty, damages or personal property otherwise, in respect of any Borrowerproceeding or prosecution for or allegation of non-compliance with any Environmental Law, (ii) commencement there have been no orders or directions of Environmental Authorities communicated in writing to Holdco, the Company or any Environmental Action of the Subsidiaries relating to environmental matters requiring any work, repairs, construction or notice that an Environmental Action will capital expenditures to be filed against made with respect to the Business or any Borrower, property of the Company or any of the Subsidiaries and (iii) notice none of a violationHoldco, citation, the Company or other administrative order which reasonably could be expected any of the Subsidiaries has made any material expenditure to result remediate any contamination caused by the release into the environment of any Hazardous Substance; (5) except in compliance with Environmental Laws or as would not have a Material Adverse ChangeEffect, none of Holdco, the Company or any of the Subsidiaries has caused, allowed or permitted, or has any knowledge of, the release into the environment, in any manner whatsoever, or the presence of any Hazardous Substance on, under, around or from any of its past or present properties (including the Real Property and the Leased Property), assets or facilities. Notwithstanding All Hazardous Substances used in whole or in part by Holdco, the foregoingCompany or any of the Subsidiaries or resulting from the Business have been disposed of, this covenant shall not apply to any property securing the Wilton Notetreated and stored in compliance with all Environmental Laws, other than for violations that would not have a Material Adverse Effect. Section (e) of Schedule 4.19 identifies, to the obligation knowledge of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment Vendors, all of the Wilton Notelocations where Hazardous Substances used in whole or in part by Holdco, so long the Company or any of the Subsidiaries are being stored or disposed of. No Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries has been disposed of at any location in the United States other than as identified in section (ie) IMS Health agrees of Schedule 4.19; (6) there is no requirement to remediate such property and indemnify make any filing with, give any notice to or obtain any Environmental Permit as a condition to the Borrowers lawful consummation of the transactions contemplated by this Agreement, except for any liability associated with such property and those requirements described in section (iif) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Schedule 4.

Environmental. (a) Keep any property either owned or operated by any Borrower Real Property free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (b) complyComply, in all material respects, with all Environmental Laws and provide to Lender documentation Environmental Permits; obtain and maintain in full force and effect all material Environmental Permits; and conduct all actions, including Response Actions, required under any Environmental Actions or applicable Environmental Laws, and in material compliance with, the requirements of such compliance which Lender reasonably requests, any Governmental Authority and applicable Environmental Laws; (c) promptly notify Lender of Do or cause to be done all things necessary to prevent any release of a Hazardous Material of Release in, on, under, to or from any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into Real Property except in full compliance with applicable Environmental LawLaws or an Environmental Permit, and ensure that there shall be no Hazardous Materials in, on, under or from any Real Property except those that are used, stored, handled and managed in material compliance with applicable Environmental Laws; (d) Undertake all actions, including Response Actions, necessary, at the sole cost and expense of Borrowers, to address (i) any Environmental Action and any obligations thereunder; (ii) any Release at, from or onto any Real Property as required pursuant to Environmental Law or the requirements of any Governmental Authority; and (iii) Environmental Liability; (e) Diligently pursue and use commercially reasonable efforts to cause any Person with an indemnity, contribution or other obligation to any of the Loan Parties or their Subsidiaries relating to any Environmental Action or compliance with or liability under Environmental Law to satisfy such obligations in full and in a timely manner; and shall not amend in any way or waive any or all rights to such obligations without the prior written consent of Agent; (f) Upon Agent’s reasonable request, promptly provide Lender to Agent documentation reasonably acceptable to Agent of compliance with items (a) through (e), including, without limitation, within 45 days following a written notice request of Agent, but no more frequently than once each year unless an Event of Default exists, pursuant to Section 5.12(g) below, or a Default caused by reason of a breach of Sections 4.11 or 5.12 herein, provide Agent with an environmental assessment, including where appropriate any soil and/or groundwater sampling, prepared by an environmental consulting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent; and (g) Promptly, but in any event within 10 days of the its obtaining knowledge or receipt of notice thereof, provide Agent with written notice of, and all data, information and reports generated or prepared in connection with, any of the following: (i) notice that an Environmental Lien has been filed or is threatened against the Real Property or any of the real or personal property of Parent or any Borrowerof its Subsidiaries, (ii) commencement of any material Environmental Action or notice that an a material Environmental Action will be filed against Parent or any Borrowerof its Subsidiaries, and (iii) notice any Release or threatened Release of a violationreportable quantity, citation, or other administrative order which and that could reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoingmaterial Environmental Liability, this covenant shall not apply in, on, under, at, from or migrating to any property securing Real Property owned, leased or operated by Parent or any of its Subsidiaries, except as otherwise pursuant to and in compliance with the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory of an Environmental Permit, (iv) any material non-compliance with, or violation of, any Environmental Law applicable to Lender Parent or any of its Subsidiaries, any of Parent or any of its Subsidiaries’ business and any Real Property, (v) any Response Action which could reasonably be expected to result in a material Environmental Liability, (vi) any notice or other communication received by Parent or any of its sole discretion Subsidiaries from any Person or Governmental Authority relating to any material Environmental Liability.

Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, or Environmental Claims are those contained in this Section 5.10, and none of the other representations and warranties contained in this Agreement will be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, or Environmental Claims, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10 and by Article IX. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensExcept as set forth on Schedule 5.10(a)-1, (bi) complyto Seller's Knowledge, Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being conducted, (ii) to Seller's Knowledge, with respect to the Purchased Assets and the Business, Seller is in compliance, in all material respects, with Environmental Laws and provide to Lender documentation the requirements of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower Environmental Permits and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any BorrowerLaws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. <PAGE> Schedule 5.10(a)-2 sets forth a violationlist of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as set forth on Schedule 5.10(b), citationneither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or other administrative order which reasonably could be expected information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation operation of the Borrowers to provide notice required Business or the Purchased Assets arising under clause Environmental Laws. (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton NoteExcept as set forth on Schedule 5.10(c), so long as (i) IMS Health agrees to remediate such property Seller's Knowledge, there is and indemnify has been no Release from, in, on, or beneath the Borrowers Real Property that could form a basis for any liability associated with such property an Environmental Claim, and (ii) there are no Environmental Claims related to the Borrowers do Purchased Assets or the Business, which are pending or, to Seller's Knowledge, threatened against Seller. (d) Seller has made available to Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the possession or reasonable control of Seller. (e) Except as set forth on Schedule 5.10(e), Seller has not foreclose entered into any settlements with any of its insurance carriers in connection with the clean-up of any of the manufactured gas plant sites related to the Purchased Assets or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Assumed Obligations.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an The Company has complied with all Environmental Lien Laws (as defined herein), the failure to comply with which could result in Damages (as defined herein) in excess of $25,000, and no action, suit, proceeding, hearing, charge, complaint, claim, demand, or notice, and no investigation has been filed or commenced against any of the real or personal property of any Borrower, Company alleging such failure. (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as Except (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances (as defined herein) which are incurred by the Borrowers do Company in the ordinary course of business, the Company has no liability for Hazardous Substances (and has not foreclose handled, used, stored, recycled or take ownership disposed of such any Hazardous Substance (as defined herein), arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property unless or facility, in any manner that could reasonably be expected to form the agreement with IMS Health referred basis for any present or future action, suit, proceeding, hearing, investigations, charge, complaint, claim or demand giving rise to any liability for Hazardous Substances which could result in clause Damages in excess of $25,000 for any reason under any Environmental Laws. (iii) Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances which are incurred by the Company in the ordinary course of business, all properties and equipment used in the Business are free of any amounts of Hazardous Substances, the use and disposal of which could result in Damages (as defined herein) in excess of $25,000. (iv) There are no in service or out of service underground storage tanks located in or on real property owned by the Company or, to the extent the Company is responsible for such tanks or any environmental damage resulting therefrom, real property leased by the Company. (v) The Company has not received notice and has no knowledge of any reasonably likely claim under any Environmental Laws regarding the Business, or any real property owned or leased by the Company. (vi) As used herein, the term Environmental Laws shall mean all federal and local laws, statutes, ordinances, rules, regulations, decrees, orders and settlements regarding the protection of human health, safety and the environment and pollution, in effect as of the date of this Agreement and applicable to the Facilities and the operations conducted thereon, as amended, and any regulations promulgated thereunder, as they existed on terms and conditions satisfactory to Lender in its sole discretion the date hereof.

Environmental. (a) Keep Lessor represents and warrants to Harsco that after reasonable and prudent investigation by Lessor and to the best of Lessor's knowledge, information and belief, the Premises, including the ground or soil, the ground water and the improvements located thereon, contain no hazardous, toxic or otherwise regulated materials, substances or wastes in quantities or concentrations which require clean up or any property either owned remedial action whatsoever under any federal, state or operated by any Borrower free local law, statute, regulation or ordinance having as its subject environmental protection or the regulation of any Environmental Liens hazardous or post bonds toxic substances, materials or other financial assurances sufficient to satisfy the obligations wastes, including petroleum products and derivatives, fractions or liability evidenced by such Environmental Lienscomponents thereof, (bhereinafter called, respectively, "contamination" and "applicable environmental laws"). In the event contamination is found, at any time, to exist at the Premises in violation of applicable environmental laws from any cause other than the operations or activities of Harsco at the Premises during the Term, whether or not the contamination was regulated or deemed contamination at the commencement of this Lease, Harsco, upon written notice to Lessor, may terminate this Lease, effective sixty (60) comply, days following said notice unless within said sixty (60) days said contamination is completely removed or corrected so as to make the Premises in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into full compliance with applicable Environmental Lawlaws and regulations, in which event said termination notice becomes null and void and ineffective. Lessor shall indemnify, defend and hold harmless Harsco from and against any and all claims, suits, administrative actions or proceedings, fines, penalties, damages, costs, and (d) promptly provide Lender with written notice within 10 days losses and other expenses, including attorneys fees and court costs, and expenses of relocating Harsco's operations or activities imposed on or suffered at any time by Harsco or Lessor as a result of the receipt presence, at any time, of contamination at the Premises in violation of applicable environmental laws from any cause other than Harsco's own operations or activities at the Premises during the Term, or as the result of any legal or administrative action or proceeding instituted by any party, including any government or government agency at any time which is based on the presence, at any time, of contamination at the following: Premises in violation of applicable environmental laws from causes alleged or determined to be other than Harsco's own operations or activities at the Premises during the Term. This indemnification shall include, without limitation, the costs of any investigation, testing, cleanup or other remedial measures, and Lessor shall be liable to Harsco for the aforesaid losses. (i) notice that an Environmental Lien has been filed against any Lessor failed to disclose the presence of such asbestos at the real Premises at the time of execution of this Lease in a manner or personal property under circumstances which would represent a violation of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Lessor's aforesaid representation and (iii) notice of a violation, citationwarranty concerning asbestos, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose need for such remediation is due primarily to deteriorating condition of the materials or take ownership of components containing the asbestos, or to Harsco's ordinary plant operations at the Premises, rather than to any such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion work performed by Harsco.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any The Company and its Subsidiaries are, and since January 1, 2019 have been in compliance with all applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLaws, (b) comply, in including possessing and complying with all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions Company Permits required to ▇▇▇▇▇ said release or otherwise to come into compliance with for their operations under applicable Environmental LawLaws, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which except as would not reasonably could be expected to result in a Material Adverse Change. Notwithstanding material liability to the foregoingCompany and its Subsidiaries, this covenant shall not apply taken as a whole; (b) There is no pending or, to the Knowledge of the Company, threatened Action pursuant to any property securing Environmental Law against the Wilton NoteCompany or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, other than the obligation of the Borrowers to provide notice required under clause taken as a whole; (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (d) for events arising after Neither the date that Company nor any Borrower accepts assignment of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (e) There have been no Releases caused by the actions of the Wilton NoteCompany or its Subsidiaries at, so long in, on, from, to or underneath any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Company, caused by the actions of any other Person (including predecessors-in-interest) at, in, on, from, to or underneath such real properties, that has caused environmental contamination at such real properties that is reasonably likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company and its Subsidiaries, taken as a whole, or result in material liability with respect to such environmental contamination pursuant to applicable Environmental Law; (f) Neither the Company nor any of its Subsidiaries is subject to any claim or Action relating to an indemnity it has provided relating to Environmental Laws, or a liability it has expressly assumed or undertaken relating to Environmental Laws, including any corrective, investigatory or remedial obligation of any other Person, pursuant to a written agreement for the sale of any real property, Subsidiary or business, in each case that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (g) The Company has provided to Parent complete and correct copies of all Phase I environmental site assessments, Phase II environmental site assessments, and similar investigations relating to actual or potential impacts to environmental media as a result of Releases of Hazardous Materials, relating to the facilities that are currently owned or operated by the Company or its Subsidiaries, in each case in the Company’s possession or reasonable control, prepared since January 1, 2019; and (h) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is required by any Environmental Law, as a result of the transactions set forth herein and contemplated hereby, (i) IMS Health agrees to remediate such property and indemnify the Borrowers perform a site assessment for any liability associated with such property and Hazardous Materials, (ii) to remove or remediate Hazardous Materials or (iii) to give notice to or receive approval from any Governmental Authority pursuant to the Borrowers do not foreclose New Jersey Industrial Site Recovery Act, N.J.S.A 13:1K-6 et seq. or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Connecticut Transfer Act, Conn. Gen. Stat. §§ 22a-134 – 134e.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient ENVIRONMENTAL DISCLOSURE. Holdings will deliver to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws Administrative Agent and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: Lenders: (i) notice that an as soon as practicable following receipt thereof, copies of all notices of Environmental Lien has been filed against Claims, environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of the real its Subsidiaries or personal property of by independent consultants, governmental authorities or any Borrowerother Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims which could reasonably be expected to have a Material Adverse Effect; (ii) commencement of promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order Laws which could reasonably could be expected to result have a Material Adverse Effect, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Change. Notwithstanding Effect, and (3) Holdings or Company's discovery of any occurrence or condition on any real property adjoining or in the foregoing, this covenant shall not apply vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency which could reasonably be expected to have a Material Adverse Effect, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which could reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property securing by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the Wilton Noteaggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; and (v) with reasonable promptness, such other than the obligation documents and information as from time to time may be reasonably requested by Administrative Agent or any of the Borrowers Holdings Term Loan Lenders in relation to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees matters disclosed pursuant to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion this Section 5.8(a).

Environmental. (a) Keep any property either owned Save as disclosed in schedule 4, so far as the Association is aware (having made all such diligent and proper enquiries as a prudent purchaser would make): (i) the Properties are not contaminated with, nor have they or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: premises adjoining them been used for any purpose which may have caused the Properties or the ground water beneath or in its vicinity to be contaminated with any noxious or hazardous substances (iwhether in solid or liquid form or in the form of gas or vapour and whether by seepage or contamination from any neighbouring or adjoining property) notice that an Environmental Lien has been filed against any which may cause pollution of the real environment or personal property of any Borrower, harm to human health (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation “pollution of the Borrowers environment” and “harm” shall have the meanings respectively ascribed to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and them by s.1 Environmental Protection Act 1990); (ii) the Borrowers do Properties have not foreclose been used for landfill or take ownership other waste disposal purposes; (iii) no claim or notice relating to any pollution of, or release into, the environment on or from the Properties has been received from, or threatened by, any third party the National Rivers Authority, Her Majesty’s Inspectorate of Pollution, the Environment Agency, the relevant local authority or any other competent authority and the state and condition of the Properties is not such property unless as to constitute contaminated land for the agreement purpose of Part IIA of the Environmental Protection Act 1990; (iv) any development carried out on the Properties has been in accordance with IMS Health referred the recommendations of any site/soil investigation report obtained in respect of the Properties; and (v) the Properties have never suffered from flooding or problems as a result of subsidence. We undertake in the following terms: 1 We have obtained clear Land Registry searches in Forms OS1 and/or OS2 (as appropriate) or Land Charge Searches (as appropriate) in your favour, save, in the case of Land Registry Searches, for reference to pending applications in clause (i) is on terms favour of third parties for the registration of matters which we confirm are non material to enable the charges created by the Charge to become fully effective and conditions satisfactory binding upon the Association and to Lender in its sole discretion charge properly the Properties.

Environmental. For purposes of this paragraph: "Existing Environmental Conditions" shall --------------------------------- mean the environmental conditions at the Premises, including the presence of any Hazardous Materials, as of the commencement of the Term of this Lease including but not limited to any conditions specifically identified in the reports (athe "Environmental and Structural Reports") Keep listed in Schedule 33 hereto: ------------------------------------ -- A. Landlord agrees to indemnify and save harmless Tenant, Tenant's successors and assigns and Tenant's present and future officers, directors, employees and agents (collectively "Indemnitees") from and against any property either owned and all ----------- liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorney's fees, reasonable consultant's fees and reasonable expert fees), which Tenant or operated any or all of the Indemnitees may hereafter suffer, incur, be responsible for or disburse as a result of: (1) any governmental action, order, directive, administrative proceeding or ruling; (2) personal or bodily injuries (including death) or damage (including loss of use) to any Premises (public or private); (3) cleanup, remediation, investigation or monitoring of any pollution or contamination of or adverse effects on human health or the environment; or (4) any violation or alleged violation of laws, statutes, ordinances, orders, rules or regulations of any governmental entity or agency (collectively "Environmental Liabilities") ------------------------- directly or indirectly caused by or arising out of any Borrower free Existing Environmental Conditions or Environmental Hazards existing on or about the Premises except to the extent that any such Environmental Hazard is caused by or arises out of Tenant's occupancy of the Premises. The term "Environmental Hazards" shall be --------------------- defined as hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) and underground storage tanks. The term "hazardous substances" shall be as defined in the Comprehensive Environmental -------------------- Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ------ (CERCLA), and any regulations promulgated pursuant thereto. The term "hazardous --------- wastes" shall be as defined in the Resource Conservation and Recovery Act (42 ------ U.S.C. Section 6901 et seq.) (RCRA), and any regulations promulgated pursuant ------ thereto. The term "pollutants" shall be as defined in the Clean Water Act (33 ---------- U.S.C. Section 1251 et seq.), and any regulations promulgated pursuant thereto. ------ This provision shall survive termination of the Lease. B. Tenant agrees to indemnify and save harmless Landlord, Landlord's successors and assigns and Landlord's present and future officers, directors, employees and agents (collectively "Indemnitees") from and against any and all ----------- liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorneys' fees, reasonable consultant fees and reasonable expert fees), which Landlord or any or all of the Indemnitees may hereafter suffer, incur, be responsible for or disburse as a result of any Environmental Liens Liabilities directly or post bonds indirectly caused by or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement arising out of any Environmental Action Hazards existing on or notice about the Premises but only to the extent that an any such Environmental Action will be filed against any Borrower, and (iii) notice Hazards are caused by or arise out of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation Tenant's occupancy of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment Premises. This provision shall survive termination of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Lease.

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Agents may reasonably requests, request; (ciii) promptly immediately notify Lender the Agents of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which could reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect; and (v) defend, indemnify and hold harmless the foregoingAgents and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property securing the Wilton Noteat any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), other than the obligation (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of the Borrowers or related to provide notice required under clause such Hazardous Materials, (cC) and any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (dD) for events arising after the date that any Borrower accepts assignment violation of the Wilton Note, so long as any Environmental Law and/or (iE) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Environmental Action filed against any Agent or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion any Lender.

Environmental. (a) Keep any property either owned or operated by any Borrower free (i) Each of any the Company and each Subsidiary has complied with Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, Laws in all material respects, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or written notice has been filed or commenced or, to the knowledge of the Company, threatened against the Company or any Subsidiary alleging any failure to comply in any material respect with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (dii) promptly provide Lender with written notice within 10 days without in any way limiting the generality of the receipt preceding clause (i), (A) To the knowledge of the Company, Part I of Section 3.21(a) of the Company Disclosure Schedule sets forth a listing of all Permits (other than minor administrative and ministerial Permits) that are required as of the date hereof to be obtained under applicable Environmental Laws in effect on the date hereof for the construction, interconnection and operation of the ▇▇▇▇▇▇▇▇ Projects as currently contemplated; and (B) the Company and each Subsidiary is in compliance in all material respects with all of the terms and conditions of any Permits and other authorizations that have already been obtained under applicable Environmental Laws. To its knowledge, the Company has complied with all Laws concerning the protection of historic and archaeological resources in connection with the following: real property (i) notice that an Environmental Lien has been filed against any of owned by the real Company or personal property of any Borrower, (ii) commencement leased or used by the Company or any Subsidiary, or in which any of them has Real Property Rights, with respect to the ▇▇▇▇▇▇▇▇ Projects. The real property (i) currently owned by the Company or (ii) leased or used by the Company or any Subsidiary, or in which any of them has Real Property Rights, with respect to the ▇▇▇▇▇▇▇▇ Projects is currently in compliance with Environmental Laws in all material respects. The Company has received no written notice that the real property leased or used by the Company or any Subsidiary, or in which any of them has Real Property Rights, with respect to the Projects other than the ▇▇▇▇▇▇▇▇ Projects is currently is in violation of Environmental Laws, except for violations that would not be reasonably likely to cause such Project to not be Viable. (b) There have been no material environmental investigations, studies, audits, material tests, reviews or other analyses that are in the possession of the Company or any Subsidiary in relation to the real property (i) currently owned by the Company or (ii) leased or used by the Company or any Subsidiary, or in which any of them has Real Property Rights, with respect to the ▇▇▇▇▇▇▇▇ Projects, that have not been delivered to Purchaser. The Company has not received written notice of any Environmental Action or notice that an Environmental Action will be filed against any Borrowermaterial environmental investigations of, and (iii) notice there are no written studies, audits, material tests, reviews or other analyses in the possession of a violationthe Company or any Subsidiary in relation to, citationthe real property leased or used by the Company or any Subsidiary, or in which any of them has Real Property Rights, with respect to the Projects other administrative order than the ▇▇▇▇▇▇▇▇ Projects, that have not been delivered to Purchaser, except for any such written notices of environmental investigations, studies, audits, material tests, reviews or other analyses the subject or content of which would not be reasonably could likely to cause such Project to not be Viable. (c) To the knowledge of the Company, there is no event that has occurred that would be reasonably expected to result in a Material Adverse Change. Notwithstanding material noncompliance with any Environmental Laws with respect to the foregoingreal property (i) currently owned by the Company or (ii) leased or used by the Company or any Subsidiary, this covenant shall not apply or in which any of them has Real Property Rights, with respect to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and ▇▇▇▇▇▇▇▇ Projects. (d) for events arising after To the date that any Borrower accepts assignment knowledge of the Wilton NoteCompany, so long as (i) IMS Health agrees Part I of Section 3.21(d) of the Company Disclosure Schedule sets forth a complete list of all material environmental impact assessments in the possession of the Company or any Subsidiary concerning the Environmental Condition of any real property (A) owned by the Company or (B) leased or used by the Company or any Subsidiary, or in which any of them has Real Property Rights, with respect to remediate such property and indemnify the Borrowers for any liability associated with such property ▇▇▇▇▇▇▇▇ Projects, and (ii) Part II of Section 3.21(d) of the Borrowers do Company Disclosure Schedule sets forth a complete list of all material environmental impact assessments in the possession of the Company or any Subsidiary concerning the Environmental Condition of any real property leased or used by the Company or any subsidiary, or in which any of them has Real Property Rights, with respect to the Projects other than the ▇▇▇▇▇▇▇▇ Projects, except for any such environmental impact assessments, that if not foreclose complied with, would not be reasonably likely to cause such Project to not be Viable. To the knowledge of the Company, each of the material environmental impact assessments listed on Section 3.21(d) of the Company Disclosure Schedule references or take ownership incorporates the applicable material studies in the possession of the Company or any Subsidiary concerning wildlife habitat, threatened and endangered species, wetlands and cultural resources at the sites, visual impacts of developing solar energy projects at the sites, potential interference of such property unless development with civil and military aviation and radar, archeological resources, historical properties/structures, environmental justice, storm water, traffic impacts, noise impacts, and recreation impacts. Part III of Section 3.21(d) of the agreement with IMS Health referred to in clause (iCompany Disclosure Schedule sets forth a complete list of all such material environmental impact assessments commissioned, but not yet received the Company or any Subsidiary. The material reports, studies and assessments listed on Parts I, II and III of Section 3.21(d) is on terms and conditions satisfactory to Lender in its sole discretion of the Company Disclosure Schedule constitute the “Environmental Reports.”

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent may reasonably requests, request; (ciii) promptly notify Lender provide the Agents written notice within five (5) days of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇abate said Release; (iv) provide the Agents with written notice withi▇ ▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d10) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which reasonably could be expected to result in have a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless the foregoingAgents and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property securing at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose presence or take ownership Release of such property unless Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the agreement with IMS Health referred to in clause presence or Release of such Hazardous Materials, (iD) is on terms and conditions satisfactory to Lender in its sole discretion any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any Lender.

Environmental. (a) Keep Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all non-privileged environmental audits, investigations, analyses and reports of any property either owned kind or operated character, whether prepared by personnel of the Controlled Group Members or by independent consultants, any Governmental Authority or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims which could reasonably be expected to result in material liabilities not contemplated by the Approved Budget; (ii) promptly upon a Specified Officer of Borrower obtaining knowledge thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws (other than any routine reports required by any Borrower free permit or Environmental Law), (2) any remedial action taken by any Controlled Group Member or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims which could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change, or (B) any Environmental Liens Claims that, individually or post bonds or other financial assurances sufficient to satisfy in the obligations or liability evidenced by such Environmental Liensaggregate, (b) comply, have a reasonable possibility of resulting in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental LawAdverse Change, and (d3) promptly provide Lender with written notice within 10 days of the receipt any Controlled Group Member’s discovery of any of occurrence or condition on any Real Estate Asset adjoining or in the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property vicinity of any BorrowerFacility then owned or leased by any Controlled Group Member that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by any Controlled Group Member, a copy of any and all non-privileged written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, would reasonably be expected to result in material liabilities not contemplated by the Approved Budget, (ii2) commencement of any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Action Laws (other than routine reports required by an permit or notice that an Environmental Action will be filed against any BorrowerLaw), and (iii3) any request for information from any Governmental Authority that suggests such agency is investigating whether any Controlled Group Member may be potentially responsible for Remediation or investigation of any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of a violationCapital Stock, citationProperty or other Assets by any Controlled Group Member that could reasonably be expected to (A) expose any Group Member to, or other administrative order which result in, Environmental Claims that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change or (B) affect the ability of any Group Member to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations in a manner that could reasonably be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply Change and (2) any proposed action to be taken by any Controlled Group Member to modify current operations in a manner that could reasonably be expected to subject any Group Member to any property securing the Wilton Noteadditional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other than the obligation documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.10(a) . (b) Each Credit Party shall promptly take, and shall cause each of the Borrowers its Subsidiaries promptly to provide notice required under clause (c) take, any and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as all actions necessary to (i) IMS Health agrees cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries or Controlled Minority Holding that could reasonably be expected to remediate such property and indemnify result in, individually or in the Borrowers for any liability associated with such property aggregate, a Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, individually or in the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion aggregate, a Material Adverse Change.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or The Co-Issuers shall, and shall cause each other financial assurances sufficient to satisfy Securitization Entity to, promptly notify the obligations or liability evidenced by such Environmental LiensServicer, (b) complythe Manager, the Back-Up Manager, the Trustee and the Rating Agencies, in all material respectswriting, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of the following: (i) notice any possible material liability of any Securitization Entity pursuant to any Environmental Law that an Environmental Lien has been filed against could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the real following that could not, individually or personal property of any Borrowerin the aggregate, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect, the foregoingCo-Issuers shall, this covenant and shall not apply to any property securing the Wilton Note, cause each other than the obligation of the Borrowers to provide notice required under clause Securitization Entity to: (ca) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated comply with such property and all applicable Environmental Laws, (ii) the Borrowers do not foreclose hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or take ownership for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such property unless the agreement Environmental Permits are required and (iii) comply with IMS Health referred all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to in clause any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets owned, leased or operated by any Co-Issuer or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal) which could reasonably be expected to (i) is on terms and conditions satisfactory give rise to Lender liability of any Co-Issuer or any of its Affiliates under any applicable Environmental Law or otherwise result in costs to any Co-Issuer or any of its sole discretion Affiliates, (ii) interfere with any Co-Issuer’s or any of its Affiliates’ continued operations or (iii) impair the fair saleable value of any Real Estate Assets owned by any Co-Issuer or any of its Affiliates.

Environmental. (a) Keep Tenant shall not cause or permit any property either owned Hazardous Substance to be used, stored, generated, or operated by disposed of on, in or about the Premises except in accordance with applicable Legal Requirements without obtaining Landlord’s prior written consent, which consent may be withheld in Landlord’s sole discretion. If any Borrower free Hazardous Substance is used, stored, generated, or disposed of on, in or about the Premises except as permitted above, or if the Premises or the Shopping Center become contaminated in any manner as a result of any Environmental Liens breach of the forgoing covenant or post bonds any act or other financial assurances sufficient omission of Tenant or any of its agents or employees acting within the scope of their employment. Tenant shall indemnify and hold harmless Landlord, its officers, directors, shareholders, and employees from any and all claims, demands, actions, damages fines, judgments, penalties, costs (including attorneys’, consultants’, and experts’ fees), liabilities, losses (including without limitation, any decrease in value of the Store or Tenant’s business operations therein, damages due to satisfy loss or restriction of rentable or usable space, or any damages due to adverse impact an marketing of the obligations space in the Shopping Center of the Store), and expenses arising during or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws after the term of this Lease and provide to Lender documentation ansing as a result of such compliance which Lender reasonably requestscontamination. This indemnificalion includes, (c) promptly notify Lender of without limitation any release of a Hazardous Material of and all costs incurred due to any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days investigation of the receipt of site or any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrowercleanup, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationremoval, or other administrative order which reasonably could be expected to result in restoration mandated by a Material Adverse Changefeneral, state, or local agency or political subdivision. Notwithstanding Without limitation, of the foregoing, this covenant if Tenant causes the presence of any Hazardous Substance on, in or about the Premises except in accoradance with applicable Legal Requirements or with Landlord’s consent that results in contamination. Tenant, at its sole expense, shall promptly take any and all necessary actions to return the Premises or the Common Area, as the case may be to the same condition that existed prior to the presence of any such Hazardous Substance on, in or about the Premises, Tenant shall first obtain Landlord’s approval for any such remedial action. which approval shall not apply unreasonably be withheld or delayed. Tenant shall provide to Landlord copies of any property securing notices, letters of requests for information concerning Hazardous Substance in connection with the Wilton Note, other than the obligation Premises which Tenant receives from any governmental unit of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion agency overseeing environmental matters.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, Except as set forth in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days Section 4.10 of the receipt of any of the following: (i) notice SSA Disclosure Schedules and except for matters that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which would not reasonably could be expected to result in an adverse effect on the Marketing Business in excess of the Threshold Amount: (a) the Marketing Business is, and for the past five years has been, in compliance with all applicable Environmental Laws; (b) all Environmental Authorizations, if any, required to be obtained or filed by or complied with by SSA under any applicable Environmental Law currently in effect in connection with the Marketing Business as currently conducted, including those relating to Hazardous Substances, have been duly obtained or filed for, and SSA is, and for the past five years has been, in compliance with the terms and conditions of all such Environmental Authorizations; (c) to the Knowledge of SSA, Section 4.10(c) of the SSA Disclosure Schedules sets forth a Material Adverse Change. Notwithstanding list and description of all Environmental Conditions of the foregoingMarketing Assets, and a description of the Remediation Activity being conducted with respect to such Environmental Conditions as of the date of this covenant shall not apply Marketing Contribution Agreement (all such listed Environmental Conditions described in Section 4.10(c) of the SSA Disclosure Schedules, including any present or future off-site migration thereof being the “Known Marketing Environmental Conditions”); (d) Section 4.10(d) of the SSA Disclosure Schedules sets forth a list of all Consent Decrees pertaining to Environmental Conditions of the Marketing Assets (the “Existing Marketing Soil & Groundwater Consent Decrees”), and SSA has provided or made available to NTI (on behalf of NT Retail) copies of all material correspondence and documents prepared or submitted in connection with these Existing Marketing Soil & Groundwater Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Marketing Soil & Groundwater Consent Decrees, and SSA is in compliance with these Existing Marketing Soil & Groundwater Consent Decrees; (e) Section 4.10(e) of the SSA Disclosure Schedules sets forth a list of all Consent Decrees pertaining to the Marketing Business or the Marketing Assets, except for the Existing Marketing Soil & Groundwater Consent Decrees (the “Existing Marketing Consent Decrees”), and SSA has provided or made available to NTI (on behalf of NT Retail) copies of all material correspondence and documents prepared or submitted in connection with these Existing Marketing Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Marketing Consent Decrees, and SSA is in compliance with these Existing Marketing Consent Decrees; (f) with respect to the underground storage tanks (“USTs”) located on or under the Marketing Assets: (A) a description of such USTs is set forth in Section 4.10(f) of the SSA Disclosure Schedules, (B) any property securing other USTs previously located on or under the Wilton NoteMarketing Assets which have been removed since November 1, 2005 have been removed in accordance with all applicable Environmental Laws as in effect at the time of such removal, (C) SSA has submitted all registrations, where applicable, for the USTs located on the Marketing Assets, and has complied with and, except as set forth in Section 4.10(f) of the SSA Disclosure Schedules, is currently in compliance with all applicable Environmental Laws necessary to establish eligibility for, reimbursement from, funding under, or otherwise participate in and benefit from one of the state or federal UST funds where applicable, (D) all governmental fees and charges due in connection with the ownership and operation of the USTs and their associated piping and equipment (“UST Systems”) have been paid in full, and (E) the UST Systems comply in all material respects and have been operated in compliance in all material respects with all applicable Environmental Laws pertaining to USTs; (g) there are no pending or, to the Knowledge of SSA, threatened Environmental Claim relating to the Marketing Business or the Marketing Assets, other than those asserted by Governmental Authorities relating to the obligation Known Marketing Environmental Conditions; and (h) SSA has provided or made available to NTI (on behalf of NT Retail) copies of all reports in SSA’s possession or control reflecting Known Marketing Environmental Conditions, and any reports, documents or correspondence reflecting any existing Environmental Noncompliances, and any Environmental Noncompliances that may have occurred in the Borrowers last five years relating to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of Marketing Assets and/or the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Marketing Business.

Environmental. The representations and warranties set forth in this Section 4.18 are TransTex’s sole and exclusive representations and warranties regarding environmental matters. Except as disclosed in Section 4.18 of the Disclosure Schedules: (a) Keep any property either The operations of TransTex with respect to the Business and the Acquired Real Property are currently and have been in compliance with all Environmental Laws during the time such Business and Acquired Real Property have been owned or and operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, TransTex; (b) complyTransTex has possessed and is in possession of all Environmental Permits required under any applicable Environmental Law for the conduct or operation of the Business (or any part thereof), and TransTex has operated and is operating in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable such Environmental Permits. All such Environmental Permits are in full force and effect and shall be maintained in full force and effect by TransTex through the Closing Date in accordance with Environmental Law, and TransTex is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Acquired Real Property. With respect to any such Environmental Permits, TransTex has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same to Buyer, and TransTex is not aware of any condition, event or circumstance that might prevent or impede the transferability of the Environmental Permits to Buyer; (c) TransTex has not generated, used, treated or stored, transported to or from, or released or disposed of any Hazardous Substances on or at the Acquired Real Property except in accordance with all applicable Environmental Permits and Environmental Laws and to the Knowledge of TransTex, no such occurrence has otherwise occurred at or from the Acquired Real Property; (d) promptly provide Lender TransTex has not received any notice from any Governmental Authority or any other Person that the Business or the operation of any facility of TransTex is in violation of any Environmental Law or any Environmental Permit or that it is responsible (or potentially responsible) for the Release or cleanup of any Hazardous Substances at any site; (e) TransTex has not been the subject of any federal, state, local, or private Action involving a demand for damages or other potential Liability with written notice within 10 days respect to a violation of or Liability under Environmental Laws; (f) No by-products of any manufacturing, gas treating or similar process employed in the operation of the receipt of Business which may constitute Hazardous Substances under any Environmental Law have been stored or otherwise located on any of the followingAcquired Real Property (except in compliance with any applicable Environmental Law); (g) No property now or previously owned, leased or operated by TransTex, is listed or, to the Knowledge of TransTex, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS, or on any other federal or state list of sites requiring or subject to investigation or remediation; (h) There are currently no Underground Storage Tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by TransTex and to the Knowledge of TransTex, no underground storage tanks have previously existed on such property; (i) TransTex has not transported or arranged for the transportation of any Hazardous Substances to any location that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS, or on any other federal or state list of sites requiring or subject to investigation or remediation or which is the subject of federal, state or local enforcement actions or investigations; (j) There are no polychlorinated biphenyls, radioactive materials or friable asbestos or asbestos-containing materials present at any property now or previously owned or leased by TransTex; (k) To the Knowledge of TransTex, there are no facts or circumstances, conditions or occurrences that could reasonably be anticipated: (i) notice that an Environmental Lien has been filed against any of to form the real or personal property basis of any Borrower, (ii) commencement of Action related to Environmental Laws or Environmental Permits against TransTex or any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order Acquired Real Property for which reasonably TransTex could be reasonably expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property be liable; and (ii) to cause such properties to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law or Environmental Permit; (l) To the Borrowers do not foreclose Knowledge of TransTex, no condition, event or take ownership circumstance concerning the Release or regulation of Hazardous Substances exists that would, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or the Acquired Real Property as currently being carried out; and (m) TransTex has timely filed all reports required to be filed with respect to all of its property and facilities and has generated and maintained all required data, documentation and records under all applicable Environmental Laws. TransTex has made available to Buyer true, correct and complete copies and results of the reports, audits, assessments, reviews, studies, analyses, tests and monitoring listed in Section 4.18 of the Disclosure Schedules pertaining to Hazardous Substances or related to activities of the Business involving Hazardous Substances in, on or under any of the Purchased Assets or concerning compliance by TransTex with Environmental Laws, and Section 4.18 of the Disclosure Schedules includes a list of all such property unless documents in TransTex’ possession, custody, or control. To the agreement with IMS Health referred Knowledge of TransTex, there are no Liens (other than Permitted Liens) arising under or pursuant to in clause (i) is any Environmental Law or Environmental Permit on terms and conditions satisfactory to Lender in its sole discretion any Purchased Assets.

Environmental. Except as expressly identified in the Environmental Report or as set forth on Schedule 8.27 hereto: (a) Keep Agent and the Project comply and have at all times complied in all material respects with all Environmental Requirements applicable to the Project. Subject to Agent's right to pursue a Permitted Contest pursuant to Section 16 hereof, Agent and the Project shall at all times during the term of this Agreement comply in all material respects with all Environmental Requirements applicable to the Project, including, without limitation, the use, maintenance and operation of the Project, and all activities and conduct of business related thereto, including, without limitation, the treatment, remediation, removal, transport, storage or disposal of any property either owned Contaminant, and no material capital expenditures not included in the Budget are anticipated to maintain or operated achieve compliance with Environmental Requirements; (b) Agent has obtained or has taken appropriate and timely steps, as required by Environmental Requirements, to obtain, and shall obtain and maintain all Environmental Approvals necessary for the construction and operation of the Project in compliance with all Environmental Requirements, or, in the case of Environmental Approvals necessary for operation, shall take such steps as are necessary to secure such Environmental Approvals prior to the time required under all Environmental Requirements, all such Environmental Approvals already obtained are in good standing, and Agent and the Project are currently in material compliance and shall remain in material compliance with all terms and conditions of such Environmental Approvals. No material change in the facts or circumstances reported or assumed in the applications for or the granting of such Environmental Approvals exists. There are no proceedings pending, or threatened, which would jeopardize the validity of or the ability of the Agent to obtain and comply with any Borrower free such Environmental Approvals in a timely manner; (c) Agent has not received any notice that any of the third parties with which Agent has arranged, engaged or contracted to accept, treat, transport, store, dispose or remove any Contaminant generated or present at the Project, or which otherwise participate or have participated in activities or conduct related to the Project, were not properly permitted at the relevant time to perform the foregoing activities or conduct; (d) Agent has not received any notice that it or the Project is subject to any investigation, and neither Agent nor the Project is subject to any judicial or administrative proceeding, notice, order, judgment, decree or settlement, alleging or addressing in connection with the Project (i) any violation of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any BorrowerRequirements, (ii) commencement any Remedial Action, or (iii) any Environmental Damages, claims or liabilities and costs arising from the Release or threatened Release of any Contaminant; (e) No Environmental Lien has attached to any portion of the Project, and Agent shall not cause or suffer any action or occurrence that will allow an Environmental Lien to attach to any portion of the Project; (f) Agent has not received, and does not have actual knowledge, after due inquiry, of any notice, claim or written communication from a Governmental Authority concerning (i) any alleged violation of any Environmental Action Requirements at the Project, whether or notice that an not corrected to the satisfaction of the appropriate authority, (ii) any alleged liability of Agent for Environmental Action will be filed against any BorrowerDamages arising out of or related to the Project, and or (iii) notice any alleged liability of Agent arising out of or related to the Project for the Release or threatened Release of a violationContaminant at any location, and there exists no writ, injunction, decree, order or judgment outstanding, nor, to the actual knowledge of Agent, after due inquiry, any lawsuit, claim, proceeding, citation, directive, summons or investigation, pending or threatened, relating to the condition, ownership, use, maintenance or operation of the Project, or the suspected presence of Contaminants thereon or therefrom, nor to Agent's actual knowledge, after due inquiry, does there exist any basis for such lawsuit, claim, proceeding, citation, directive, summons or investigation being instituted or filed; (g) To the actual knowledge of Agent, after due inquiry, there has been no Release of any Contaminants which would constitute a violation of any Environmental Requirement with respect to the Project, result in Environmental Damages, or require any Remedial Action under any applicable Environmental Requirement, and Agent shall not cause or suffer any such Release during the term of this Agreement; (h) The Project is not listed or to the actual knowledge of Agent, proposed for listing on the National Priorities List ("NPL") pursuant to CERCLA or listed on CERCLIS or any similar state list of sites, and Agent is not aware of any conditions at the Project which, if known to a Governmental Authority, would qualify the Project for inclusion on any such list; (i) Neither Agent, nor to the actual knowledge of Agent, after due inquiry, any contractor engaged by Agent in connection with the Project has transported or arranged for the transport of any Contaminant from the Project to any facility or site for the purpose of treatment or disposal which (i) is included on the NPL, or (ii) to the actual knowledge of Agent, is or was, at the time of disposal, subject to a Remedial Action requirement (other than routine, anticipated regulatory requirements, including, but not limited to, closure and post-closure-related corrective action obligations applicable to closed solid waste management units at such facility) issued under the Federal Resource Conservation and Recovery Act or any state, local or foreign solid or hazardous waste regulatory law, or (iii) at the time of the disposal had received a notice of violation or was otherwise subject to a governmental enforcement action with respect to alleged violations of any Environmental Requirements, and Agent shall use reasonable efforts not to suffer or permit any such arrangement for treatment or disposal during the term of this Agreement; (j) Neither Agent nor, to the actual knowledge of Agent, after due inquiry, any contractor engaged by Agent in connection with the Project has engaged in or permitted, nor shall Agent engage in or permit, any operations or activities upon, or any use or occupancy of the Project or any portion thereof, for the purpose of or in any way involving the illegal or improper release, discharge, refining or dumping of any Contaminant or the illegal or improper handling, storage, use or disposal of any Contaminant, nor has Agent or to the actual knowledge of Agent, after due inquiry, any other Person caused any Contaminant to be deposited, released, stored, disposed, leached or otherwise come to be located on, under, in or about the Premises, nor to the actual knowledge of Agent, after due inquiry, has any Contaminant migrated from the Premises onto or underneath other properties which would require any Remedial Action under any applicable Environmental Requirement or give rise to any Environmental Damages; (k) To the actual knowledge of Agent, after due inquiry, there is not constructed, placed, deposited, stored, disposed nor located on the Project or the Premises any asbestos in any form which has become or threatens to become friable. Agent shall not cause or suffer the use of any asbestos-containing material in connection with the construction of the Project during the term of this Agreement; (l) To the actual knowledge of Agent, after due inquiry, there is not constructed, placed, deposited, released, stored, disposed, leached nor located on any of the Project any polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other administrative order equipment which contain dielectric fluid containing PCBs. Agent shall not cause or suffer the use of any article containing PCBs at or on the Project during the term of this Agreement; (m) Agent has no liability, and has neither received nor is otherwise aware of any notice, claim or other communication alleging liability on the part of Agent, for the violation of any Environmental Requirements, for Environmental Damages, or for the Release or threatened Release of any Contaminant in connection with the Project; and (n) None of the matters identified in the Environmental Report, individually or in the aggregate, could reasonably could be expected to result in have a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as material adverse effect on (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and construction, operation, maintenance, leasing, ownership, use, value or regulatory status of the Project, (ii) the Borrowers do not foreclose ability of Agent to observe and perform its obligations under the Operative Documents, or take ownership any of such property unless the agreement with IMS Health referred Construction Documents or the Project Contracts in a timely manner or the ability of the Guarantor to perform its obligations under the Guaranty in clause a timely manner or (iiii) is on terms and conditions satisfactory to Lender in its sole discretion the rights or interests of Owner or Assignee under the Operative Documents, the Guaranty, or any of the Construction Documents or the Project Contracts.

Environmental. (a) (i) Keep any property either owned or operated by any Borrower the Borrowers or their Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Liens and (bii) comply, in all material respects, with Environmental Laws and provide to Lender Agent documentation of such compliance which Lender Agent reasonably requests; provided, (c) promptly notify Lender of however, that no Borrower shall be deemed to have breached this Section 5.10 to the extent that any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required failures to ▇▇▇▇▇ said release or otherwise to come into compliance comply with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: requirements specified in clause (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action above, either individually or notice that an Environmental Action will be filed against any Borrowerin the aggregate, have not resulted in, and (iii) notice of a violation, citation, or other administrative order which could not reasonably could be expected to result in in, a Material Adverse Change. Notwithstanding If the foregoingCompany or any of its Restricted Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Company or any of its Restricted Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Change. (b) At the written request of Agent, which request shall specify in reasonable detail the basis therefor, at any time after the occurrence of an Event of Default, a breach by any Borrower of an environmental provision of this covenant shall not apply to Agreement, or any property securing other matter that requires the Wilton Notegiving of notice under clauses (n) through (r) on Schedule 5.1, other than the obligation of the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property, prepared by an environmental consulting firm reasonably approved by Agent, addressing the matters which gave rise to such request and estimating the potential costs of any Remedial Action in connection with any such matter. If any Borrower fails to provide notice required under clause (c) the same within 45 days after such request was made, Agent may order the same, and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with shall grant and hereby do grant, to Agent, access to such property Real Property and (ii) specifically grant Agent an irrevocable non-exclusive license, subject to the Borrowers do not foreclose or take ownership right of tenants, to undertake such property unless an assessment, all at the agreement with IMS Health referred to in clause (i) is on terms Borrowers’ joint and conditions satisfactory to Lender in its sole discretion several expense.

Environmental. (a) Keep Except as set forth in Schedule 4.22(a), Sirius has been and is in material compliance with all Environmental Laws, and the Seller Parties are not aware of any property either owned facts, circumstances, or operated by conditions that would require significant capital expenditures to maintain compliance in the future. (b) Sirius has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the “Environmental Permits”) required for the operation of its business, all of which are listed in Schedule 4.22(b). Except as set forth in Schedule 4.22(b), each Environmental Permit is valid and in good standing, and any Borrower free renewal application required to keep each Environmental Permit in effect has been timely filed, and Sirius is not in default or breach of any Environmental Liens Permit, and no proceeding is pending or, to the knowledge of Sellers, threatened to revoke, deny, condition or post bonds or other financial assurances sufficient to satisfy limit the obligations or liability evidenced by such renewal of any Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, Permit. (c) promptly notify Lender Except as set forth in Schedule 4.22(c), Sirius has not used or expressly permitted to be used, except in material compliance with all Environmental Laws in effect at the time, any of any release of a Hazardous Material of any reportable quantity from its currently or onto property formerly owned or operated by leased properties, facilities or Vessels to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Hazardous Material. (d) promptly provide Lender Except as set forth in Schedule 4.22(d), Sirius has not received any notice of nor been prosecuted for an offense alleging, non-compliance with written notice within 10 days or liability under any Environmental Law or requesting information with respect to an investigation pursuant to CERCLA, or any foreign or state counterpart thereto, or any other Environmental Law. Except as set forth in Schedule 4.22(d), there are no outstanding orders requiring Remedial Actions with respect to the businesses or currently or formerly owned or leased properties of Sirius, nor is Seller aware of any condition or circumstance that could reasonably be expected to require Remedial Actions. (e) To the knowledge of Sellers and except as disclosed in Schedule 4.22(e), there are no pending or proposed changes to any Environmental Law that would render illegal or restrict any service provided by Sirius, or require significant capital expenditures by the owner or operator of the receipt assets of Sirius to achieve or maintain compliance. (f) Except as set forth in Schedule 4.22(f), and except in compliance with all Environmental Laws, there has been no Release of any Hazardous Material on, into, under, or from Sirius’s currently or formerly owned or leased properties, facilities, Vessels or other assets that could reasonably be expected to require Remedial Actions. All Hazardous Materials used in whole or in part by Sirius or resulting from its business have been disposed of, treated, transported and stored in compliance with all Environmental Laws. Schedule 4.22(f) lists the names and business addresses of the facilities or enterprises used by Sirius for the offsite disposal or treatment of Hazardous Materials during the preceding five (5) years. (g) Except as disclosed in Schedule 4.22(g), there is not now, and to the knowledge of Sellers, there has never been, on or in any currently or formerly owned or leased properties, facilities, Vessels or other assets, any of the following: (i) any underground storage tanks; (ii) any landfills, dumps, or surface impoundments; (iii) any Remedial Action; and (iv) any asbestos-containing materials. (h) Sirius has not received any notice that it is potentially responsible for a federal, provincial, municipal, local or other clean-up site or other corrective action under any Environmental Laws. Sirius has not received any request for information in connection with an inquiry from any Governmental Body with respect to its use of any disposal sites. (i) No judicial or administrative proceedings are pending or, to the knowledge of Sellers, threatened against Sirius alleging the violation of or seeking to impose liability pursuant to any Environmental Lien has been filed Law and there are no investigations pending or, to the knowledge of Sellers, threatened against Sirius under any Environmental Law (j) Sellers have made available to Buyer true and complete copies of all environmental and health and safety related audits, evaluations, investigations assessments, studies, sampling or similar reports, or tests in Sirius’ custody or control relating to Sirius or any of its currently or formerly owned or leased properties, facilities, Vessels or other assets. (k) Sirius has timely made all filings and timely submitted all reports required under any Environmental Laws. (l) Except as set forth in Schedule 4.22(l), no Hazardous Material is required to be removed, encapsulated or abated, and no Remedial Action is otherwise required under any Environmental Laws, with respect to any currently and to the real knowledge of Sellers, formerly owned or personal property leased property, Vessel, facility or other asset of Sirius. Except as set forth in Schedule 4.22(l), Sirius has no liability for the exposure of employees or third parties to Hazardous Materials. (m) Except as set forth in Schedule 4.22(m), Sirius is not required under any Environmental Laws by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any Borrowertransactions contemplated hereby, (i) to perform a site assessment of Hazardous Materials, (ii) commencement of to remove or remediate any Environmental Action or notice that an Environmental Action will be filed against any BorrowerHazardous Materials, and (iii) to give notice of a violation, citationto or receive approval from any Governmental Body (other than as necessary to transfer, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoingallow Buyer to operate under, this covenant shall not apply Environmental Permits required under Environmental Laws), or (iv) to record or deliver to any property securing the Wilton Note, person or entity (other than the obligation of the Borrowers Buyer) any disclosure document or statement pertaining to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion environmental matters.

Environmental. (a) Keep Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all non-privileged environmental audits, investigations, analyses and reports of any property either owned kind or operated character, whether prepared by personnel of the Controlled Group Members or by independent consultants, any Governmental Authority or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims which could reasonably be expected to result in material liabilities not contemplated by the Approved Budget; (ii) promptly upon a Specified Officer of Borrower obtaining knowledge thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws (other than any routine reports required by any Borrower free permit or Environmental Law), (2) any remedial action taken by any Controlled Group Member or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims which could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change, or (B) any Environmental Liens Claims that, individually or post bonds or other financial assurances sufficient to satisfy in the obligations or liability evidenced by such Environmental Liensaggregate, (b) comply, have a reasonable possibility of resulting in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental LawAdverse Change, and (d3) promptly provide Lender with written notice within 10 days of the receipt any Controlled Group Member’s discovery of any of occurrence or condition on any Real Estate Asset adjoining or in the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property vicinity of any BorrowerFacility then owned or leased by any Controlled Group Member that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by any Controlled Group Member, a copy of any and all non-privileged written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, would reasonably be expected to result in material liabilities not contemplated by the Approved Budget, (ii2) commencement of any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Action Laws (other than routine reports required by an permit or notice that an Environmental Action will be filed against any BorrowerLaw), and (iii3) any request for information from any Governmental Authority that suggests such agency is investigating whether any Controlled Group Member may be potentially responsible for remediation or investigation of any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of a violationCapital Stock, citationProperty or other assets by any Controlled Group Member that could reasonably be expected to (A) expose any Group Member to, or other administrative order which result in, Environmental Claims that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change or (B) affect the ability of any Group Member to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations in a manner that could reasonably be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply Change and (2) any proposed action to be taken by any Controlled Group Member to modify current operations in a manner that could reasonably be expected to subject any Group Member to any property securing the Wilton Noteadditional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other than the obligation documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.10(a). (b) Each Credit Party shall promptly take, and shall cause each of the Borrowers its Subsidiaries promptly to provide notice required under clause (c) take, any and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as all actions necessary to (i) IMS Health agrees cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries or Controlled Minority Holding that could reasonably be expected to remediate such property and indemnify result in, individually or in the Borrowers for any liability associated with such property aggregate, a Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, individually or in the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion aggregate, a Material Adverse Change.

Environmental. (ai) Keep any property either owned The operations of the Borrower and its Subsidiaries (including, without limitation, all operations and conditions at or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy in the obligations or liability evidenced by such Environmental Liens, (bFacilities) comply, and for the period within any applicable statute of limitations have complied, in all material respects, respects with all Environmental Laws; (ii) The Borrower and each of its Subsidiaries have obtained all permits under Environmental Laws necessary to their respective operations, and provide to Lender documentation all such permits are in good standing, and the Borrower and each of its Subsidiaries are in compliance with all material terms and conditions of such compliance which Lender reasonably requests, permits; (ciii) promptly notify Lender Neither the Borrower nor any of its Subsidiaries has received (a) any material notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of any release Hazardous Materials or (b) any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ' 9604) or comparable state laws, and to the best of the Borrower's knowledge, none of the operations of the Borrower or any of its Subsidiaries is the subject of any federal or state investigation evaluating whether any further investigation or remedial action is needed to respond to a Release or threatened Release of any Hazardous Material at any Facility or at any other location; (iv) None of the operations of the Borrower or any of its Subsidiaries is subject to any judicial, administrative, or arbitral proceeding alleging the violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Material Adverse Effect; (v) The Borrower and each of its Subsidiaries and all of their Facilities or operations are not subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that in each case could reasonably be expected to have a Material Adverse Effect; (vi) To the best knowledge of each Loan Party, neither the Borrower nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by the Borrower or any Subsidiaries of the Borrower that could reasonably be expected to have a Material Adverse Effect; (vii) Neither the Borrower nor any of its Subsidiaries or, to the best of the Borrower's knowledge, any predecessor of the Borrower or any Subsidiaries of the Borrower has filed any notice under any Environmental Law indicating past or present treatment or disposal of Hazardous Materials at any Facility, and none of the Borrower's or any of its Subsidiary's operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent in material violation of any such law; (viii) To the best knowledge of each Loan Party, no Hazardous Material exists on, under or about any Facility in a manner that could give rise to an Environmental Claim having a Material Adverse Effect, and neither the Borrower nor any Subsidiary of the Borrower has filed any notice or report of a Hazardous Material Release of any reportable quantity Hazardous Materials that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) To the best knowledge of each Loan Party, neither the Borrower nor any Subsidiary of the Borrower (or any of their predecessors) has disposed of any Hazardous Materials in a manner that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) No underground storage tanks or surface impoundments are on or at the Facilities, other than those that could not reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (xi) No Lien in favor of any Person for (a) any material liability under Environmental Laws, or (b) damages arising from or onto property owned or operated costs incurred by any Borrower and take any Remedial Actions required such Person in response to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien a Release has been filed against or has been attached to the Facilities; and (xii) There is no radio frequency radiation, electromagnetic field or similar condition of or about any of the real or personal property of any Borrowerowned, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationoperated, or other administrative order which otherwise used by any Loan Party that could reasonably could be expected to result in give rise to a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. As soon as possible and in any event within ten (a10) Keep any property Business Days after Trizec, either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt Borrowers or any of their respective Subsidiaries obtains knowledge of any of the following: , written notice of (i) notice any written notice, claim, complaint or order to the effect that an Environmental Lien has been filed against Trizec, either of the Borrowers or any of the real their respective Subsidiaries is or personal property may be liable to any Person as a result of any Borrowerevent, circumstance or occurrence under any Environmental Law, including the Release by Trizec, either of the Borrowers, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that action be taken to respond to or clean up a Release of Hazardous Materials into the environment, (ii) commencement any condition or occurrence on (a) any Financed Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) with any applicable Environmental Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, either of the Borrowers or any of their respective Subsidiaries, or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) or (z) could reasonably be anticipated to cause such Financed Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Action Law or notice that an any Environmental Action will be filed against Approval by Trizec, either of the Borrowers or any Borrower, and of their respective Subsidiaries or any other Person which is or was a Property Owner (iiiwhile the Real Estate Asset at or from which the alleged violation arose was a Financed Property hereunder) notice or (iv) the taking of a violation, citation, any removal or remedial action in response to the actual or alleged presence of any Hazardous Materials on any Financed Property or other administrative order which Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder). Notwithstanding anything to the contrary contained in the immediately preceding sentence, notices of events of the type described above shall not be required to be given with respect to any event where the respective event could not be reasonably could be expected to result in have a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. (a) (i) Keep any property either owned or operated by any Borrower the Borrowers or their Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Liens and (bii) comply, in all material respects, comply with Environmental Laws and provide to Lender Agent documentation of such compliance which Lender Agent reasonably requests; provided, (c) promptly notify Lender of however, that no Borrower or Subsidiary thereof shall be deemed to have breached this Section 5.10 to the extent that any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required failures to ▇▇▇▇▇ said release or otherwise to come into compliance comply with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: requirements specified in clause (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action above, either individually or notice that an Environmental Action will be filed against any Borrowerin the aggregate, have not resulted in, and (iii) notice of a violation, citation, or other administrative order which could not reasonably could be expected to result in in, a Material Adverse Change. Notwithstanding If the foregoingCompany or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Company or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Change. (b) At the written request of Agent or Required Term Lenders’ Advisors, which request shall specify in reasonable detail the basis therefor, at any time after the occurrence of an Event of Default, a breach by any Borrower of an environmental provision of this covenant Agreement, or any other matter that requires the giving of notice under clauses (n) through (r) on Schedule 5.1, the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property, prepared by an environmental consulting firm reasonably approved by Agent, addressing the matters which gave rise to such request, or after the occurrence of an Event of Default any other environmental issues, and estimating the potential costs of any Remedial Action in connection with any such matter. If any Borrower fails to provide the same within 45 days after such request was made, Agent may order the same, and the Borrowers shall not apply grant and hereby do grant, to Agent, access to such Real Property and specifically grant Agent an irrevocable non-exclusive license, subject to the right of tenants, to undertake such an assessment, all at the Borrowers’ joint and several expense. In addition, at any time upon the reasonable written request of Agent or Required Term Lenders’ Advisors, the Borrowers shall make reasonably available for review by the Agent any environmental review reports to the extent previously prepared and available to any property securing the Wilton Note, other than the obligation Borrower or any of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Subsidiaries.

Environmental. (a) Keep The Purchased Business, the Leased Property and the Premises have been and are in material compliance with all Environmental Laws. (b) The Vendor has not used or permitted to be used, except in compliance with all Environmental Laws, the Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any property either Hazardous Substance. (c) To the knowledge of the Vendor, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Leased Property or the Premises and the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material. (d) The Vendor is not responsible for any Cleanup or any other remedy or liability under any Environmental Laws in connection with the Leased Property, the Premises, the Purchased Assets or the Purchased Business. The Vendor has never received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has the Vendor settled any allegations of any such non-compliance prior to prosecution. There are no written notices, orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the Vendor that it is or may be responsible for, any work, repairs, construction or material capital expenditures to be made under Environmental Laws with respect to the Purchased Business, the Leased Property, the Premises or the Purchased Assets. The Vendor has never received a written claim or notice and otherwise has no knowledge of potential liability or actual liability, relating to any Cleanup at any off-site location arising out of the Vendor's or any other person's activities or operations at the Leased Property or the Premises. (e) The Vendor has not caused or permitted, nor has there been to the knowledge of the Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the - 38 - Leased Property or the Premises or the Purchased Business or any such Release on or from a facility which was previously owned or leased, or any such Release, to the Vendor's knowledge, on or from a facility owned or operated by any Borrower free third party but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. (f) All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the operation of any the Purchased Business have been disposed of, treated and stored by the Vendor in compliance with all Environmental Liens Laws. (g) The Vendor has made available to the Purchaser all documents in the Vendor's possession or post bonds under its control relating to compliance by the Vendor with or other financial assurances sufficient to satisfy claims against the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Vendor under Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing other environmental or occupational health and safety matter in connection with the Wilton NoteLeased Property, other than the obligation of Premises or the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Purchased Business.

Environmental. (ai) Keep any property either owned by it or operated by any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent may reasonably requests, request; (ciii) promptly notify Lender the Agents of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice Loan Party or any of a violation, citation, or other administrative order its Subsidiaries which reasonably could be expected to result in any Loan Party incurring material liabilities; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to result in a Material Adverse Change. Notwithstanding Effect and (v) except in the foregoingcase of gross negligence or willful misconduct by the Lender Group as determined by a final judgment of a court of competent jurisdiction, this covenant shall not apply to defend, indemnify and hold harmless the Agents and the Lenders and their successors or assigns, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, out-of-pocket costs or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, Release or threatened Release of any Hazardous Materials on any property securing the Wilton Noteat any time owned or occupied by any Loan Party or any of its Subsidiaries, other than the obligation (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of the Borrowers or related to provide notice required under clause such Hazardous Materials, (cC) and any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (dD) for events arising after the date that any Borrower accepts assignment violation of the Wilton Note, so long as any Environmental Law by any Loan Party or any of their respective Subsidiaries and/or (iE) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Environmental Action filed against any Agent or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion any Lender.

Environmental. (a) Keep Seller, the Acquired Subsidiary and each of their predecessors have complied and are in compliance with all Environmental Laws. Seller and the Acquired Subsidiary have obtained and complied with, and are in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither Seller nor the Acquired Subsidiary has received a written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any Environmental Law. To Seller’s Knowledge, none of the following exists at any property either or facility currently owned or operated by Seller or the Acquired Subsidiary and none of the following existed at any Borrower free of any Environmental Liens property or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property facility previously owned or operated by Seller, the Acquired Subsidiary or any Borrower and take any Remedial Actions required to of their predecessors at or before the ▇▇▇▇ ▇▇▇▇▇ said release ▇▇, the Acquired Subsidiary or otherwise any of their predecessors ceased to come into own or operate such property or facility: (a) underground storage tanks; (b) asbestos-containing material in any form or condition; (c) materials or equipment containing polychlorinated biphenyls; or (d) landfills, surface impoundments or disposal areas. None of Seller, the Acquired Subsidiary or any of their predecessors have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and to Seller’s Knowledge, no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or cleanup, or notification to or Consent of any Person, pursuant to any Environmental Laws. Neither Seller nor the Acquired Subsidiary has, either expressly or by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. No facts, events or conditions relating to the past or present facilities, properties or operations of Seller or the Acquired Subsidiary will prevent, hinder or limit continued compliance with applicable any Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of give rise to any of the following: (i) notice that an Environmental Lien has been filed against any of the real investigatory, remedial or personal property of any Borrower, (ii) commencement of corrective obligations pursuant to any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationLaw, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply give rise to any other Liabilities pursuant to any Environmental Law, including any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose damage or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion natural resources damage.

Environmental. Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLaw, (b) complyany Environmental Claim, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, or (c) promptly notify Lender any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.Section 9604) or any comparable state law which could reasonably be expected to have a Material Adverse Effect. There are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has treated, stored or disposed of any release hazardous waste at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the treatment, storage or disposal of hazardous waste that, in each case, would require a Hazardous SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT EXECUTION 838278-New York Server 7A permit under RCRA. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this Section 4.14 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days any Release of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationHazardous Materials, or other administrative order any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably could be expected to result in have a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. (a) Keep In this warranty 6: (i) Dangerous Substance means any property either owned natural or operated by artificial substance likely to cause significant damage to the environment; and (ii) Environmental Licence means any Borrower free permit, licence, authorisation, consent or other approval required under or in relation to any Environmental Law. (b) The Seller has all Environmental Licences necessary to own and operate the Project Assets in the state they exist as at the Execution Date and the Seller has not received written notice that it is materially in default under any such licence and, so far as the Seller is aware, there are no circumstances likely to give rise to such material default. (c) As at the Execution Date, the Seller has not received any notice that it is in violation of any Environmental Liens Law where such violation would have a material adverse effect on the Project, the Sale Interest or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Tenements. (d) promptly provide Lender with written notice within 10 days As at the Execution Date, the Seller has not received any notices, orders or directions issued by any Government Authority under any Environmental Law in respect of the receipt Tenements or the Petroleum Pipeline Licences that have not been completely satisfied, and so far as the Seller is aware no such notice, order or direction is pending or has been threatened by any Government Authority and the Seller is not aware of any of the following: (i) notice circumstance that an Environmental Lien has been filed against any of the real would cause or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which might reasonably could be expected to result cause, or contribute to, the issue of such a notice, order or direction. Schedule 2 | page | 69 (e) So far as the Seller is aware, as at the Execution Date, there are no proceedings taken by any Government Authority in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation respect of the Borrowers Tenements or the Petroleum Pipeline Licences and no such proceedings are pending or have been threatened by any Government Authority in writing, and the Seller is not aware of any investigations being carried out or proposed by any Government Agency in respect of any breach or alleged breach of or non-compliance with any Environmental Law relevant to provide notice required under clause the Tenements or the Petroleum Pipeline Licences by the Seller. (cf) As at the Execution Date, the Seller is not engaged in any litigation, arbitration or administrative proceeding concerning Environmental Law or Dangerous Substances which is in progress and (d) for events arising after which is material in relation to the date that Project Assets or the Sale Interest nor, as far as the Seller is aware, have any Borrower accepts assignment of such proceeding been threatened in writing by or against the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Seller.

Environmental. (a) Keep Except as set forth in Schedule 4.19, except as is not material to the Business or the Transferred Assets: (i) Seller (solely as it relates to the Business) is in compliance with all applicable Environmental Laws and all Environmental Permits held by Seller. (ii) There has been no Release of any Hazardous Material on any of the Real Property or, during the period of Seller’s ownership, lease, use or occupancy thereof, on any property formerly owned, leased, used or occupied by Seller. (iii) There are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any of the Real Property or, during the period of the Seller’s ownership, lease, use or occupancy thereof, on any property formerly owned, leased, used or occupied by the Seller. (iv) The Seller is not conducting, nor has it undertaken or completed, any Remedial Action relating to any Release or threatened Release of any Hazardous Material at the Real Property or at any other site, location or operation relating to the Business, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law or Environmental Permit. (v) There is no asbestos or asbestos-containing material on any of the Real Property. (vi) None of the Real Property is listed or proposed for listing, or adjoins any other property that is listed or proposed for listing, on the National Priorities List or CERCLIS or on any analogous federal, state or local list. (vii) There are no Environmental Claims pending or threatened against Seller (relating to the Business), and there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim, including with respect to any off-site disposal location currently or formerly used by the Seller or any of its predecessors or with respect to previously owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, facilities. (bviii) comply, The Business can maintain present production levels in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Laws without a material increase in capital or operating expenditures and without modifying any Environmental Permits or obtaining any additional Environmental Permits. (ix) There are no wetlands or any areas subject to any legal requirement or restriction in any way related to wetlands (including requirements or restrictions related to buffer or transition areas or open waters) at or affecting the Real Property. (x) The Seller has no actual or alleged liability, whether fixed or continent, relating to the Business under any Environmental Law, and . (db) promptly provide Lender The Seller has provided the Purchaser with written notice within 10 days copies of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real environmental assessment or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, audit reports or other administrative order which reasonably could be expected similar studies or analyses relating to result in a Material Adverse Change. Notwithstanding the foregoingBusiness or the Real Property, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) all insurance policies issued at any time that may provide coverage to the Borrowers do not foreclose Business for environmental matters. (c) Neither the execution of this Agreement nor the consummation of the Transactions will require any Remedial Action or take ownership notice to or consent of such property unless the agreement with IMS Health referred any Governmental Authority or third parties pursuant to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion any applicable Environmental Law or Environmental Permit.

Environmental. (a) Keep If requested by NWIN, First Personal shall cooperate with an environmental consulting firm designated by NWIN that is reasonably acceptable to First Personal (the “Designated Environmental Consultant”) in connection with the conduct, at any time after the date hereof (the “Investigation Period”), by the Designated Environmental Consultant of Phase I environmental site assessments and any other investigation reasonably requested by NWIN on all real property either (except single family, non-agricultural residential property of one acre or less) owned or operated leased by First Personal or any of its Subsidiaries as of the date of this Agreement or acquired thereafter, including OREO, to the extent not prohibited by any Borrower free lease governing First Personal’s lease of any property. NWIN will proceed with such assessments, testing, and investigations as soon as reasonably practicable after the date of this Agreement and will diligently work to pursue such assessments, testing, and investigations through completion. NWIN shall furnish true and complete copies of any reports of the Designated Environmental Liens Consultant that it receives with respect to any First Personal property promptly upon NWIN’s receipt of such reports. NWIN shall be responsible for the costs of the Phase I environmental site assessments, and NWIN and First Personal shall each bear 50% of the costs of any additional environmental investigation or post bonds testing as determined to be advisable or other financial assurances sufficient to satisfy recommended by the obligations Designated Environmental Consultant as a result of an actual or liability evidenced suspected “Recognized Environmental Condition” (as such term is defined by such Environmental Liens, the American Society for Testing Materials). (b) complyIf the Designated Environmental Consultant’s good faith estimate, in all material respectsbased upon the results of the Phase I environmental studies and other diligence and investigation conducted by the Designated Environmental Consultant, with of the dollar amount, if any, that First Personal and its Subsidiaries would be required to expend due to a violation of applicable Environmental Laws for all of the First Personal properties (the “Environmental Liabilities”) for clean-up and provide remediation relating to Lender documentation pollutants, contaminants, wastes, toxic substances, petroleum, petroleum products, and any other materials regulated under the Environmental Laws with respect to First Personal’s or its Subsidiaries’ owned or leased real properties (including OREO) or any adjoining properties (the “Estimated Clean-Up Costs,” as further adjusted pursuant to this Section 5.12), is in excess of $50,000 (the “Environmental Liability Threshold”), NWIN shall deliver to First Personal (not later than ten business days after its receipt of the Designated Environmental Consultant’s good faith estimate) a written notice (an “Environmental Cost Notice”) describing the nature of such compliance which Lender reasonably requestsEnvironmental Liabilities and the course of action proposed to be taken by NWIN or its Subsidiaries (if it were to become the owner of such properties as a result of the Merger) to remediate or otherwise address the environmental problems and providing an estimate of the out-of-pocket costs of such remediation expected to be incurred (if different from the Estimated Clean-Up Costs). If First Personal disagrees with NWIN’s estimate of the amount of out-of-pocket costs of such remediation or the course of action proposed by NWIN, First Personal shall deliver to NWIN a written notice of such objection (an “Environmental Cost Objection”) within five business days after First Personal’s receipt of the Environmental Cost Notice. No later than five business days following NWIN’s receipt of an Environmental Cost Objection, one or more members of senior management of NWIN and First Personal having authority to resolve the dispute shall meet (in person or by telephone) and shall negotiate in good faith in an attempt to resolve the difference set forth in the Environmental Cost Objection. Regardless of whether the parties reach a resolution of the dispute within two business days of the first such meeting, subsection (c) promptly notify Lender shall apply. (c) The Estimated Clean-up Costs shall be deemed to have been established for purposes of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the followingthis Section 5.12: (i) notice if NWIN does not receive an Environmental Cost Objection, as of the last date that an Environmental Lien has Cost Objection would have been filed against any of the real timely under subsection (b) above, or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that if an Environmental Action will Cost Objection is delivered to NWIN and finally resolved as set forth in subsection (b) hereof or if it remains unresolved under such subsection (in which event the Estimated Clean-Up Costs shall be filed against any Borroweras set forth in the Environmental Cost Notice), then as of the date of such resolution or on the third business day if unresolved (as the case may be) (as applicable, the “Environmental Costs Determination Date”). Following the establishment of the Estimated Clean-up Costs, if the Estimated Clean-Up Costs are (A) between $100,000 and (iii) notice of a violation$250,000, citationthen NWIN shall have the right to reduce the Cash Consideration by the Estimated Clean-up Costs, or other administrative order (B) more than $250,000, then NWIN shall have the right to either (1) reduce the Cash Consideration by the Estimated Clean-up Costs, or (2) terminate this Agreement pursuant to Section 8.01(c)(iv), which reasonably could termination right shall be expected to result NWIN’s sole remedy in a Material Adverse Changesuch event. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .AGREEMENT AND PLAN OF MERGER PAGE 45

Environmental. As of the date hereof neither the Borrower nor any of Borrower’s agents, employees or independent contractors (a1) Keep have caused or are aware of a release or threat of release of Hazardous Materials (as defined herein) on any property either of the premises owned or operated occupied by the Borrower, which could give rise to liability under any Environmental Law (as defined herein) or any other Federal, state or local law, rule or regulation; (2) have arranged for the transport of or transported any Hazardous Materials in a manner as to violate, or result in potential liabilities under, any Environmental Law; (3) have received any notice, order or demand from the Environmental Protection Agency or any other Federal, state or local agency under any Environmental Law; (4) have incurred any liability under any Environmental Law in connection with the mismanagement, improper disposal or release of Hazardous Materials; or (5) are aware of any inspection or investigation of any Controlled Property or Abutting Property by any Borrower free Federal, state or local agency for possible violations of any Environmental Liens Law. To the best of Borrower’s knowledge, the Borrower, has not committed or post bonds or other financial assurances sufficient to satisfy omitted any act which caused the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material Materials with respect to any assets of the Borrower or with respect to any reportable quantity from or onto property premises owned or operated occupied by Borrower. Borrower agrees to indemnify and hold the Lender harmless from all liability, loss, cost, damage and expense, including attorney fees and costs of litigation, arising from any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days all of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement its violations of any Environmental Action Law (including those arising from any lien by any Federal, state or notice that an Environmental Action will be filed against local government arising from the presence of Hazardous Materials) or from the presence of Hazardous Materials located on or emanating from any premises owned or occupied by Borrower, or with respect to any assets of Borrower whether existing or not existing and (iii) notice whether known or unknown at the time of a violation, citationthe execution hereof and regardless of whether or not caused by, or other administrative order which within the control of Borrower. Borrower further agrees to reimburse Lender upon demand for any costs reasonably could be expected to result incurred by Lender in a Material Adverse Change. Notwithstanding connection with the foregoing, this covenant . Borrower agrees that its obligations hereunder shall not apply be continuous and shall survive the repayment of all debts to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) Lender and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, shall continue so long as (i) IMS Health agrees a valid claim relating to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) release of Hazardous Materials by Borrower may be lawfully asserted against the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Lender.

Environmental. (a) Keep any property either owned or operated by any The Borrower free shall, and shall cause each of any its Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws. (b) complyThe Borrower agrees that the Administrative Agent may, from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in all material respectseither such case, with reasonably be expected to result in Environmental Laws Liabilities and provide Costs in excess of $20,000,000.00, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. The Borrower shall use its reasonable efforts to Lender documentation obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities or Mortgaged Vessels currently owned, leased, operated or used by the Borrower or any of its Subsidiaries to perform such compliance which Lender tests on such property as are reasonably requests, (c) promptly notify Lender necessary to conduct such a review and/or investigation. Any such investigation of any release of a Hazardous Material property shall be conducted, unless otherwise agreed to by the Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. The Borrower and the Administrative Agent hereby acknowledge and agree that any report of any reportable quantity from or onto property owned or operated investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by any Borrower the Administrative Agent and take any Remedial Actions required the Lenders for the purposes of the Lenders’ internal credit decisions, to ▇▇▇▇▇ said release or otherwise monitor the Loans and Letter of Credit Obligations and to come into compliance with applicable Environmental Lawprotect the Lenders’ security interests created by the Loan Documents, and (d) promptly provide Lender with written notice within 10 days of the receipt Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any of such report to the following: Borrower with the understanding that the Borrower acknowledges and agrees that (i) notice that an Environmental Lien has been filed against it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to the Borrower’s use of the real or personal property of any Borrowerreliance on such report, (ii) commencement of neither Administrative Agent nor any Environmental Action Lender makes any representation or notice that an Environmental Action will be filed against any Borrowerwarranty with respect to such report, and (iii) notice by delivering such report to the Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a violationResponsible Officer of the Borrower obtains actual knowledge thereof, citationthe Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by the Borrower or its Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which could reasonably be expected to have Environmental Liabilities and Costs in excess of $20,000,000.00, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000.00, (iii) any Remedial Action performed by the Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $20,000,000.00, or (y) any other administrative order which Environmental Liabilities and Costs in excess of $20,000,000.00 that could reasonably could be expected to result in a Material Adverse Change. Notwithstanding Environmental Liabilities and Costs in excess of $20,000,000.00, (iv) discovery by the foregoing, this covenant shall not apply Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause the Borrower’s or its Subsidiaries’ interest in any such property to be subject to any property securing material restrictions on the Wilton Noteownership, other than occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether the obligation Borrower or any of the Borrowers its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to provide notice required under clause (c) Environmental Liabilities and Costs in excess of $20,000,000.00. (d) for events arising after The Borrower shall promptly notify the date that any Borrower accepts assignment Administrative Agent of the Wilton Note, so long as (i) IMS Health agrees any proposed acquisition of Stock, assets, or property by the Borrower or any of its Subsidiaries that could reasonably be expected to remediate such property expose the Borrower or any of its Subsidiaries to, or result in, Environmental Liabilities and indemnify the Borrowers for any liability associated with such property Costs in excess of $20,000,000.00 and (ii) any proposed action to be taken by the Borrowers do not foreclose Borrower or take ownership any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of the Borrower or any of its Subsidiaries as of the Effective Date. (e) The Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, the Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property unless in order to comply in all material respects with all applicable Environmental Laws and Governmental Authorizations. In the agreement event the Borrower or any of its Subsidiaries undertakes any Remedial Action with IMS Health referred respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, the Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in clause (i) material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, the Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is on terms and conditions satisfactory being contested in good faith by Borrower or any of such Subsidiaries. In the event the Borrower fails to Lender in its take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice, enter the property and, at the Borrower’s sole discretion expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation.

Environmental. ▇▇▇▇ has provided to Alico a report of certain environmental matters which are more particularly described on Exhibit “E” (a) Keep which is attached hereto and made a part hereof which Alico is responsible for curing to the extent required). On or before March 31, 2007, Alico will prepare and submit to ▇▇▇▇ a plan with respect to resolving such environmental matters including without limitation the testing of soils and groundwater and any property either owned remediation and/or ongoing monitoring that may be necessary or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy appropriate based upon the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation results of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release testing and issuance of a Hazardous Material “no further action letter” from the Florida Department of Environmental Protection (“DEP”) if required by the DEP in order to permit the development and residential occupancy of the affected land, Purchaser acknowledges and agrees that a “no further action letter” may impose monitoring requirements and the results of such monitoring may require further remediation by Purchaser (“Environmental Plan”). If any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to portion of the ▇▇▇▇▇▇▇▇ said release or otherwise Property is impacted by contamination discovered pursuant to come into compliance with applicable the Environmental LawPlan, and (d) promptly provide Lender with written notice within 10 days such portions of the receipt ▇▇▇▇▇▇▇▇ Property shall be included in any remedial action required to be performed pursuant to the Environmental Plan. ▇▇▇▇ shall have the right to review and approve the Environmental Plan, which approval shall not be unreasonably withheld, conditioned or delayed. The parties anticipate that the Environmental Plan will provide Alico with a reasonable period of time, at least until September 28, 2008, in which to implement and complete the requirements of the Environmental Plan, subject to any ongoing monitoring requirements that will not prevent the issuance of a “no further action letter”, with the qualifications described above, by the DEP (hereinafter “Routine Monitoring Requirements”), prior to the time ▇▇▇▇ is acquiring the Take-Down Parcel which is impacted by any of such environmental matters. If any of the following: (i) notice that an Environmental Lien has been filed against any requirements of the real Environmental Plan have not been completed entirely, subject to Routine Monitoring Requirements, in the opinion of Ardman-Associates, Inc., or personal property another similar environmental testing company hired by Alico which shall be consented to by ▇▇▇▇, which consent shall not be unreasonably withheld, conditioned or delayed by ▇▇▇▇, by the time period set forth in the Environmental Plan, ▇▇▇▇ can give Alico thirty (30) days written notice and then proceed to complete the requirements of the Environmental Plan (“▇▇▇▇ Environmental Election” and all of ▇▇▇▇’▇ reasonable out of pocket costs and expenses shall be reimbursed by Alico within thirty (30) days of delivery of an invoice for such costs, together with interest at 12% per annum until paid in full, or at ▇▇▇▇’▇ election, such amounts may be credited against the next Take-Down Payment or Extension Fee payment. If Alico has not completed all of the requirements of the Environmental Plan, except for Routine Monitoring Requirements, by September 28, 2009, and ▇▇▇▇ has not made the ▇▇▇▇ Environmental Election, ▇▇▇▇ shall have the right to delay payment of the next Extension Payment on a day for day basis until Alico has completed all remaining requirements of the Environmental Plan, except for any Borroweron going monitoring requirements, (ii) commencement unless before such time ▇▇▇▇ exercises the ▇▇▇▇ Environmental Election which will for purposes of any payment of Extensions be deemed the same as if Alico had completely finished the requirements of the Environmental Action Plan, except for the on going monitoring requirements, if any. Upon the earlier of Alico completing all requirements of the Environmental Plan or notice that an ▇▇▇▇ making the ▇▇▇▇ Environmental Action Election, the Extension Payment will be filed against any Borrower, and (iii) notice of a violation, citation, due or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than ▇▇▇▇ will have the obligation to close within thirty (30) days of such completion and all of the Borrowers to provide notice required under clause (c) and (d) corresponding Extension Payments, if applicable, and/or Take-Down Payments, if applicable, shall be extended on the same day for events arising day basis for every day after September 28, 2009, until the date that any Borrower accepts assignment requirements of the Wilton NoteEnvironmental Plan have been completed, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers except for any liability associated with such property Routine Monitoring Requirements. This right to complete the Environmental Plan and (iiobtain reimbursement or credits for ▇▇▇▇’▇ out of pocket costs or to extend the time for payment of the Extension Fee(s) and/or Take-Down Payment(s) as provided herein shall be ▇▇▇▇’▇ sole remedies if Alico fails to complete the Borrowers do not foreclose or take ownership requirements of such property unless the agreement with IMS Health referred to Environmental Plan in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion the time frame required by the Environmental Plan.

Environmental. The Borrower shall, and shall cause each of its Subsidiaries to: (a) Keep comply, and undertake all reasonable efforts to ensure that all tenants under any property either owned lease or occupancy agreement affecting any portion of the properties owned, leased or operated by any Borrower free of any Environmental Liens it and all other Persons on or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by occupying such Environmental Liens, (b) property comply, in all material respectsrespects with all Environmental Laws; provided, that upon learning of any material noncompliance with Environmental Laws by the Borrower or any of its Subsidiaries, the Borrower shall promptly undertake all reasonable efforts to remedy such non-compliance; (b) permit the Administrative Agent, from time to time (upon the Administrative Agent's determination in its reasonable discretion that any of the following is advisable, but without obligation upon the Administrative Agent), upon notice to the Borrower and provide as often as may reasonably be requested, to Lender documentation retain, at the Borrower's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for the Borrower and to conduct its own investigation of any of the properties owned, leased or operated by the Borrower or any of its Subsidiaries. The Borrower may receive copies of any reports prepared by independent experts, but the Administrative Agent and the Lenders shall have no duty to disclose or discuss any information produced by such compliance which Lender reasonably requests, reviews or investigations with the Borrower or any of its Subsidiaries; (c) promptly notify Lender advise the Administrative Agent in writing and in reasonable detail of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property Release of any BorrowerHazardous Material (of which the Borrower is aware) required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) commencement any and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any Environmental Action federal, state or notice that an Environmental Action will be filed against any Borrowerlocal governmental or regulatory agency, and (iii) notice any remedial action taken by the Borrower or any other Person in response to (x) any Hazardous Material on, under or about any property owned, leased or operated by the Borrower or its Subsidiaries, the existence of which could reasonably be expected to result in an Environmental Claim resulting in a violation, citation, Material Adverse Change or other administrative order which (y) any Environmental Claim that could reasonably could be expected to result in a Material Adverse Change. Notwithstanding , (iv) the foregoingBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any property owned, this covenant shall not apply leased or operated by the Borrower or its Subsidiaries that could cause such property or any part thereof to be classified as a " border-zone property" or to be otherwise subject to any property securing restrictions on the Wilton Noteownership, other than occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to result in a Material Adverse Change, and (v) any request for information from any governmental agency that indicates such agency is investigating whether the obligation Borrower or any of the Borrowers to provide notice required under clause (c) and its Subsidiaries may be potentially responsible for a Release of Hazardous Materials; (d) for events arising after promptly notify the date Lenders of any proposed acquisition or disposition of stock, assets, or property by the Borrower or its Subsidiaries, that could reasonably be expected to expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could result in a Material Adverse Change and of any proposed action to be taken by the Borrower accepts assignment or any of its Subsidiaries to commence or cease manufacturing, industrial or other operations that could reasonably be expected to subject the Wilton NoteBorrower or any of its Subsidiaries to additional laws, so long as rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental Permits; (ie) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership at their own expense, provide copies of such property unless documents or information as the agreement Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection; and (f) promptly take any and all necessary remedial action required by all applicable Environmental Laws and perform such remedial action in compliance with IMS Health referred all applicable Environmental Laws and orders and directives of all federal, state and local governmental authorities except when and only to in clause (i) the extent that the Borrower's or such Subsidiary's liability for the presence, storage, use, disposal, transportation or discharge of any Hazardous Material is on terms and conditions satisfactory not reasonably likely to Lender in its sole discretion give rise to a Material Adverse Change.

Environmental. (a) Keep In the event that Purchaser determines in its sole and absolute discretion, prior to Closing, that there are conditions on, at or relating to the Property which are in non-compliance with Environmental Requirements or the possibility that Hazardous Materials may exist on, at, under or may be migrating from the Property that may require investigation or remediation under any property either owned applicable federal or operated by any Borrower free of any state laws, that have not otherwise been disclosed in Environmental Liens Documents, then, notwithstanding anything to the contrary contained herein, Purchaser may terminate this Agreement on or post bonds or other financial assurances sufficient before the Closing Date upon written notice to satisfy the obligations or liability evidenced by such Environmental Liens, (b) complySeller, in all material respectswhich event, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to the E▇▇▇▇▇▇ said release Money shall be immediately returned to Purchaser, without the consent or otherwise joinder of Seller being required and notwithstanding any instructions to come into compliance with applicable Environmental Lawthe contrary which might be provided by Seller, and thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations; provided, however, that Purchaser shall not be entitled to terminate this Agreement with respect to the environmental matters listed on Schedule “C” attached hereto, except as may be otherwise provided in Section 9.21(b) below. (db) promptly provide Lender with written notice within 10 days of Seller represents to Purchaser that the receipt of any of Property is not an Industrial Establishment as defined by ISRA. If during the following: Approval Period Purchaser determines in its sole and absolute discretion that the Property is subject to ISRA, Purchaser shall have the option to (i) terminate this Agreement, upon written notice that an Environmental Lien has been filed against any to Seller, whereupon the Escrow Agent shall return all of the real E▇▇▇▇▇▇ Money to Purchaser, without the consent or personal property joinder of Seller being required and notwithstanding any Borrowercontrary instructions which might be provided by Seller, or (ii) instruct Seller to comply with ISRA; provided, however, that in the event the cost of Seller’s compliance with ISRA would exceed the sum of One Million and no/100 Dollars ($1,000,000.00), as detemined by an environmental consultant reasonably acceptable to Seller and Purchaser, then Seller shall be entitled to terminate this Agreement upon written notice delivered by Seller to Purchaser prior to the Closing Date, whereupon (i) the E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which might be provided by Seller, (ii) commencement Seller shall immediately reimburse Purchaser for all third party out of any Environmental Action or notice that an Environmental Action will be filed against any Borrowerpocket expenses incurred by Purchaser in connection with this Agreement, and (iii) notice thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. In the event that Purchaser instructs Seller to comply with ISRA as set forth above, Seller agrees to fully comply with ISRA at its sole cost and expense, which shall include without limitation, making all required submittals to the New Jersey Department of Environmental Protection (“NJDEP”) and performing all investigation and remediation required under ISRA and shall make best efforts to obtain and deliver to Purchaser prior to Closing an Entire Site Response Action Outcome (“R▇▇”) signifying Seller’s completion of all requirements of ISRA concerning the Property (“Seller’s ISRA Obligations”). In the event that it is not commercially reasonable for Seller to obtain a R▇▇ for the Property prior to Closing, Seller shall (i) enter into a reasonable access agreement with Purchaser for the sole purpose of completing Seller’s ISRA Obligations, (ii) submit a Remediation Certification to the NJDEP, which shall include the establishment of a violationremediation funding source as required by ISRA, citation, or other administrative order which reasonably could be expected to result and (iii) diligently pursue completion of Seller’s ISRA Obligations after Closing in a Material Adverse Changemanner that does not interfere with operations of Purchaser or any tenant at the Property. Notwithstanding Seller shall provide to Purchaser copies of all documents submitted to the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause NJDEP in connection with Seller’s ISRA Obligations within five (5) days after such submittal. (c) After Closing, Seller shall be responsible and shall release, indemnify, defend and hold harmless Purchaser for any and all liabilities, responsibilities, claims, suits, damages, costs, liens, fines, penalties, including attorneys’ and consultants’ fees, arising from (i) any environmental condition existing on, at, under or migrating from the Property prior to Closing (“Pre-Existing Environmental Condition”), (ii) any violation of Environmental Requirements related to a Pre-Existing Environmental Condition, and (iii) Seller’s ISRA Obligations. The indemnity provided in this Section 9.21(c) shall survive Closing. (d) After Closing, Purchaser shall assume responsibility for events arising after the date that RAP Obligations and shall be identified as the “person with primary responsibility for permit compliance” on the RAP. Seller and Purchaser shall cooperate to prepare and submit any Borrower accepts assignment of and all documentation required to transfer the Wilton Note, so long as (i) IMS Health agrees RAP Obligations to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Purchaser.

Environmental. (a) Keep any property either owned or operated by any Borrower free The Parent and the Borrowers shall, and shall cause each of any its Restricted Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Laws. (b) complyThe Parent agrees that each Administrative Agent may, from time to time, retain, at the expense of the Parent, an independent professional consultant reasonably acceptable to the Parent to review any report relating to Contaminants prepared by or for the Parent or the Borrowers and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Parent, the Borrowers or any of their respective Restricted Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) such Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs in excess of $35,000,000.00 or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in all material respectseither such case, with reasonably be expected to result in Environmental Laws Liabilities and provide Costs in excess of $35,000,000.00, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Parent or any of its Restricted Subsidiaries without the Parent’s prior written consent. The Parent and the Borrowers shall use their reasonable efforts to Lender documentation obtain for each Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Parent, to enter into or on to the facilities or Mortgaged Vessels currently owned, leased, operated or used by the Parent, a Borrower or any of their respective Restricted Subsidiaries to perform such compliance which Lender reasonably requests, (c) promptly notify Lender tests on such property as are necessary to conduct such a review and/or investigation. Any such investigation of any release of a Hazardous Material property shall be conducted, unless otherwise agreed to by the Parent and the Applicable Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. The Parent, the Borrowers and each Administrative Agent hereby acknowledge and agree that any report of any reportable quantity from or onto property owned or operated investigation conducted at the request of any Administrative Agent pursuant to this subsection will be obtained and shall be used by any Borrower such Administrative Agent and take any Remedial Actions required the Lenders for the purposes of the Lenders’ internal credit decisions, to ▇▇▇▇▇ said release or otherwise monitor the Loans, Revolving Letter of Credit Obligations and Cash Secured LC Obligations and to come into compliance with applicable Environmental Lawprotect the Lenders’ security interests created by the Loan Documents, and (d) promptly provide Lender with written notice within 10 days of each Administrative Agent and the receipt Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. Each Administrative Agent agrees to deliver a copy of any of such report to the following: Parent with the understanding that the Parent acknowledges and agrees that (i) notice that an Environmental Lien has been filed against it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to the Parent’s use of the real or personal property of any Borrowerreliance on such report, (ii) commencement of no Administrative Agent nor any Environmental Action Lender makes any representation or notice that an Environmental Action will be filed against any Borrowerwarranty with respect to such report, and (iii) notice by delivering such report to the Parent, no Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a violationResponsible Officer of the Parent or any Borrower obtains actual knowledge thereof, citationthe Parent or such Borrower shall advise each Administrative Agent, for delivery to the Applicable Lenders, in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by the Parent or its Restricted Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which could reasonably be expected to have Environmental Liabilities and Costs in excess of $35,000,000.00, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $35,000,000.00, (iii) any Remedial Action performed by the Parent or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $35,000,000.00, or (y) any other administrative order which Environmental Liabilities and Costs that could reasonably be expected to result in Environmental Liabilities and Costs in excess of $35,000,000.00, (iv) discovery by the Parent or its Restricted Subsidiaries of any occurrence or condition on any material property that could cause the Parent’s or its Restricted Subsidiaries’ interest in any such property to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens other than those that could not reasonably be expected to result in a Material Adverse Change. Notwithstanding Effect, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether the foregoing, this covenant shall not apply Parent or any of its Restricted Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to any property securing the Wilton Note, other than the obligation Environmental Liabilities and Costs in excess of the Borrowers to provide notice required under clause (c) and $35,000,000.00. (d) The Parent shall promptly notify each Administrative Agent, for events arising after delivery to the date that any Borrower accepts assignment Applicable Lenders, of the Wilton Note, so long as (i) IMS Health agrees any proposed acquisition of Stock, assets, or property by the Parent or any of its Restricted Subsidiaries that could reasonably be expected to remediate such property expose the Parent or any of its Restricted Subsidiaries to, or result in, Environmental Liabilities and indemnify the Borrowers for any liability associated with such property Costs in excess of $35,000,000.00 and (ii) any proposed action to be taken by the Borrowers do not foreclose Parent or take ownership any of its Restricted Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Parent or any of its Restricted Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of the Parent or any of its Subsidiaries as of the Effective Date. (e) The Parent shall, at its own expense, provide copies of such documents or information as an Administrative Agent or Lender may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, the Parent shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property unless in order to comply in all material respects with all applicable Environmental Laws and Governmental Authorities under applicable Environmental Laws. In the agreement event the Parent or any of its Restricted Subsidiaries undertakes any Remedial Action with IMS Health referred respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, the Parent or any of its Subsidiaries shall conduct and complete such Remedial Action in clause (i) material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, the Parent or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is on terms and conditions satisfactory being contested in good faith by Parent or any of such Subsidiaries. In the event the Parent fails to Lender in its take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, any Administrative Agent may, upon providing the Parent with 20 Business Days’ prior written notice, enter the property and, at the Parent’s sole discretion expense, perform whatever action such Administrative Agent reasonably deems prudent to rectify the situation.

Environmental. (a) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply in all material respects, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, comply in all material respects, with all Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent or the Required Lenders may reasonably requests, request; (ciii) promptly notify Lender provide the Agents written notice within five (5) days of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required by Environmental Laws to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, Release; and (div) promptly provide Lender the Agents with written notice within 10 ten (10) days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party; and (iiiC) notice of a violation, citation, citation or other administrative order order, in each case which would reasonably could be expected to result have, either individually or in the aggregate, a Material Adverse ChangeEffect. Notwithstanding Further Assurances. Take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as any Agent or the foregoing, this covenant shall not apply Required Lenders may reasonably require from time to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as time in order (i) IMS Health agrees to remediate such property carry out more effectively the purposes of this Agreement and indemnify the Borrowers for any liability associated with such property and other Loan Documents, to the extent contemplated by the other Loan Documents, (ii) to subject to valid and perfected first priority Liens (subject to Permitted Liens) on any of the Borrowers do not foreclose Collateral or take ownership any other property of such property unless any Loan Party and its domestic Subsidiaries, (iii) to establish and maintain the agreement with IMS Health referred validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby, and (iv) to better assure, convey, grant, collaterally assign, transfer and confirm unto each Agent, and each Lender the rights, in clause each case, now or hereafter intended to be granted to it under this Agreement or any other Loan Document. In furtherance of the KL2 3287103.6 ​ foregoing, to the maximum extent permitted by applicable law, each Loan Party (i) is on terms authorizes each Agent, upon the occurrence and conditions satisfactory during the continuance of an Event of Default, to Lender execute any such agreements, instruments or other documents in such Loan Party’s name and to file such agreements, instruments or other documents in any appropriate filing office, (ii) authorizes each Agent (or its sole discretion designee) to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Loan Party, and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Loan Party prior to the date hereof.

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender Administrative Agent any documentation of such compliance which Lender Administrative Agent may reasonably requests, request; (ciii) promptly notify Lender provide Administrative Agent written notice within 5 days of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Administrative Agent with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which could reasonably could be expected to result in a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless Administrative Agent and the foregoingLenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property securing the Wilton Noteat any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), other than the obligation (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of the Borrowers or related to provide notice required under clause such Hazardous Materials, (cC) and any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (dD) for events arising after the date that any Borrower accepts assignment violation of the Wilton Note, so long as any Environmental Law or (iE) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Environmental Action filed against Administrative Agent or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion any Lender.

Environmental. Except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on the Company: (a) Keep all operations of the Company have been conducted, and are now, in compliance with all Environmental Laws; (b) the Company is in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate its properties and to conduct its businesses as it is now being conducted or as proposed to be conducted (collectively the "Environmental Permits"); and (c) except as set forth in Section 5.16 (c) of the Company Disclosure Schedule, the Company is not aware of, and is not subject to: (i) any property either owned Environmental Laws which require or may require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures; (ii) any Environmental Laws which require or may require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures; (iii) has not received any written demand or written notice with respect to liability, by contract or operation of applicable Laws, under Environmental Laws applicable to the Company or any predecessor entities, divisions or any formerly owned, leased or operated by properties or assets of the foregoing, including liability with respect to the presence, release or discharge of Hazardous Substances; (iv) any Borrower free changes in the terms or conditions of any Environmental Liens Permits or post bonds any renewal, modification, revocation, reissuance, alteration, transfer or other financial assurances sufficient to satisfy the obligations or liability evidenced by amendment of such Environmental LiensPermits, (b) complyor any review by, in all material respectsor approval of, with Environmental Laws and provide to Lender documentation any Governmental Entity of such compliance which Lender reasonably requestsEnvironmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of business of the Company following such consummation; or (cv) promptly notify Lender is not aware of any release of a Hazardous Material of circumstances which could cause any reportable quantity from Environmental Permit revoked, modified or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days rendered non-renewable upon payment of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Permit Fee.

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy Beginning on the obligations or liability evidenced by such Environmental LiensCommencement Date, and throughout the Term, Lessee shall: (b1) comply, operate upon and maintain the Land in compliance in all material respects, respects with any applicable Environmental Law and be responsible for making any notification or report concerning the Land or operating thereon required to be made by any applicable Environmental Law; (2) maintain in full force and effect all permits or approvals required by any applicable Environmental Law for operations of the Land; (3) expeditiously cure at its own expense to the reasonable satisfaction of Lessor any material violation of applicable Environmental Laws at the Land to the extent such violation is attributable to events or conditions which arose on or after the Commencement Date; (4) not create or operate upon the Land any (i) nuisance, (ii) landfill or dump, or (iii) hazardous waste management facility or solid waste disposal facility as defined by Environmental Law; (5) not manufacture, use, generate, transport, treat, store, Release, dispose, or handle any hazardous substance upon the Land except in the ordinary course of its business; (6) within ten (10) business days notify Lessor in writing of and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender requested documents upon learning of any release of the following which arise in connection with the Land: any liability for response or corrective action, natural resource damage, or other harm pursuant to CERCLA, RCRA, or any comparable state law; any Environmental Claim; any violation of an Environmental Law or Release, threatened Release, or disposal of a Hazardous Material hazardous substance; any restriction on the ownership, occupancy, use, or transferability arising pursuant to any (i) Release, threatened Release, or disposal of a hazardous substance or (ii) Environmental Law; or any reportable quantity from environmental, natural resource, health, or onto property owned safety condition which could materially impair the condition of the Land; (7) conduct expeditiously at its expense to the reasonable satisfaction of Lessor and in accordance with any applicable Environmental Law response action necessary to remove, remediate, clean up, or operated by abate any Borrower and take any Remedial Actions required to significant Release, on or after the Comme▇▇▇▇▇ said release ▇nt Date; upon the written request of Lessor, timely provide at Lessee's expense a report of an environmental assessment of reasonable scope, form, and depth (including, where appropriate, invasive soil or otherwise groundwater sampling) by a consultant reasonably approved by Lessor as to come into compliance (1) any matter to the extent such matter arises during the Lease term and for which notice is provided pursuant to the above requirements; and (2) the general environmental condition of the Land within three hundred and sixty-five (365) days of the termination date. If such a requested environmental report is not delivered within seventy-five (75) days after receipt of Lessor's request, then Lessor may arrange for same. The reasonable cost of any assessment arranged for by Lessor pursuant to this provision shall be payable by Lessee on demand; (8) allow Lessor or its representatives from time to time at Lessor's reasonable discretion and expense to inspect the Land and conduct an environmental audit or assessment (including invasive soil or groundwater sampling), including, without limitation, to facilitate any other sale or lease of the Land; (9) remove from the Land at Lessee's expense by the termination date any hazardous substances or equipment to manufacture, generate, transport, treat, store, Release, dispose or handle any hazardous substance used by Lessee or in the course of Lessee's business; and (10) provide Lessor financial assurances adequate to secure the eventual satisfaction of any of Lessee's obligations pursuant to this section which have not been satisfied as of the termination date. (b) Lessee shall take reasonable precautions against, or notify Lessor of, any Release of a Hazardous Substance upon adjacent lands where Lessee has actual knowledge that the Release presents a foreseeable risk of migration onto the Land. (c) Lessee shall be responsible to Lessor and shall defend, indemnify and hold harmless Lessor, and its parent corporations, subsidiaries and affiliates, and all of its and their directors, officers, agents or employees, from and against any Environmental Claims which at any time or from time to time may be claimed, suffered or incurred in connection with applicable Environmental Contamination occurring after the Commencement Date, violation after the Commencement Date of any Environmental Law, and or the breach of any provision of subsection (a) or (b) of this Section 14. This obligation to indemnify Lessor shall survive the term of this Lease. (d) promptly provide Lender Lessor shall be responsible to Lessee and shall defend, indemnify and hold harmless Lessee, and its parent corporation, subsidiaries and affiliates, and all of its and their directors and officers, agents or employees from and against any costs which at any time or from time to time may be claimed, suffered or incurred in connection with Environmental Contamination existing as of the Commencement Date, any Environmental Claim arising from conditions that existed or activities that were conducted on or before the Commencement Date, the violation before the commencement date of any requirement of Environmental Law. The obligation to indemnify Lessee shall survive the terms of this Lease. (e) As to the provisions of this Section 14 only, Lessee and Lessor waive any statute of limitations defense, provided, however, that if one party gives the other party written notice within 10 days of Environmental Contamination of the Land, the waiver of the statute of limitations shall cease, but only as to the Environmental Contamination which is the subject of the written notice, and as to such contamination, the parties shall then be subject from the date of receipt of any such written notice to the times then provided in the then-applicable statute of the following: (i) notice that an Environmental Lien has been filed against any limitations. The waiver of the real or personal property statute of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers limitations for any liability associated with such property and matter not covered in said written notice shall continue. (iif) the Borrowers do not foreclose or take ownership For purposes of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .this Section,

Environmental. Schedule 5.19 describes all environmental audits, evaluations, assessments, studies and tests performed in connection with the Business. Except as described in Schedule 5.19, with respect to the Business: (a) Keep the Seller has been and currently is in compliance with all Environmental Laws, including, but not limited to, with respect to Hazardous Substances that have been used, generated, manufactured, handled, processed, distributed, recycled, transferred, received, stored, treated, disposed of, landfilled, transported or in any way released (and no release is threatened) at, on, under, to, or from any property either owned used in the Business; (b) the Seller has not entered into any agreement to assume or operated by retain any Borrower free obligations, undertakings or liabilities arising out of or relating to Hazardous Substances or compliance with Environmental Laws; (c) the Seller has obtained or applied for all required licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") to operate its Business, all of which are described in Schedule 2.1(f). Each Environmental Permit is valid, existing and in good standing, and Seller is not in default or breach of any Environmental Liens Permit and no proceeding is pending or post bonds threatened to revoke or other financial assurances sufficient to satisfy the obligations or liability evidenced by such limit any Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Permit; (d) promptly provide Lender with written the Seller has not received any notice within 10 days of the receipt of any violation of, non-compliance with, or remedial obligation under, Environmental Laws; (e) the Seller has not been named as a potentially responsible party under CERCLA, comparable state law or other Environmental Laws requiring corrective or remedial action. Seller has not received any notice, nor is any notice proposed, of the following: any existing or potential investigation, Claim, removal or remedial action under any Environmental Laws; and (if) notice that an Environmental Lien there has been filed against any of the real or personal property no exposure of any BorrowerPerson, (ii) commencement of property, or natural resources to Hazardous Substances or to any other substance for which exposure is limited under any Environmental Action Laws which exposure has resulted in a Claim against the Seller or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to exposure would result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing imposition of liability on the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) Purchaser for events Losses arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate from such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion exposure.

Environmental. Each Credit Party will (ai) Keep keep any property either owned or operated by them or any Borrower of their Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause their Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Agent documentation of such compliance which Lender the Agent reasonably requests, ; (ciii) promptly immediately notify Lender the Agent of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by the Credit Parties or any Borrower of their Subsidiaries and take any Remedial Actions required to ▇a▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agent with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Credit Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Credit Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which could not reasonably could be expected to result in have a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless the foregoingAgent and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property securing the Wilton Noteat any time owned or operated by any Credit Party or any of its Subsidiaries (or its respective predecessors in interest or title), other than the obligation (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of the Borrowers or related to provide notice required under clause such Hazardous Materials, (cC) and any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials and/or (dD) for events any violation of any Environmental Law at or relating to or arising after the date that in connection with any Borrower accepts assignment property owned or operated by any Credit Party or any of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion their Subsidiaries.

Environmental. (a) Keep Environmental Disclosure. Company will deliver to Global Agent and Lenders: (i) as soon as practicable following Company's or any property either owned of its Subsidiaries' receipt thereof, copies of all environmental audits, investigations, analyses and reports with respect 101 108 to any material environmental matter at any Manufacturing Facility or operated by any Borrower free of with respect to any Environmental Liens or post bonds or other financial assurances sufficient Claim arising after the Closing Date at any Manufacturing Facility which could reasonably be expected to satisfy the obligations or liability evidenced by such Environmental Liens, have a Material Adverse Effect; (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (cii) promptly notify Lender upon Company or any of its Subsidiaries becoming aware of the occurrence thereof, written notice describing in reasonable detail (1) any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions Release required to ▇▇▇▇▇ said release be reported to any federal, state or otherwise to come into compliance with local governmental or regulatory agency under any applicable Environmental LawLaws, and (d2) promptly provide Lender with written notice within 10 days any remedial action taken by Company or any other Person in response to (A) any Hazardous Materials Activities the existence of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will which could be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in one or more Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Change. Notwithstanding Effect, or (B) any Environmental Claims that, individually or in the foregoingaggregate, this covenant shall not apply have a reasonable possibility of resulting in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries, a copy of any and all material written communications with any third party with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any material Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for material information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property securing by Company or any of its Subsidiaries that could reasonably be expected to (A) expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the Wilton Noteaggregate, other than a Material Adverse Effect or (B) affect the obligation ability of the Borrowers Company or any of its Subsidiaries to provide notice maintain in full force and effect all material Governmental Authorizations required under clause (c) any Environmental Laws for their respective operations and (d2) for events arising after the date any proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Company or any Borrower accepts assignment of the Wilton Noteits Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, so long such other documents and information as (i) IMS Health agrees from time to remediate such property and indemnify the Borrowers for time may be reasonably requested by Global Agent in relation to any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred matters disclosed pursuant to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion this Section 5.8(a).

Environmental. (a) Keep any property either owned or operated by any Borrower Real Property free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (b) complyComply, in all material respects, with all Environmental Laws and provide to Lender documentation Environmental Permits; obtain and maintain in full force and effect all material Environmental Permits; and conduct all actions, including Response Actions, required under any Environmental Actions or applicable Environmental Laws, and in material compliance with, the requirements of such compliance which Lender reasonably requests, any Governmental Authority and applicable Environmental Laws; (c) promptly notify Lender of Do or cause to be done all things necessary to prevent any release of a Hazardous Material of Release in, on, under, to or from any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into Real Property except in full compliance with applicable Environmental LawLaws or an Environmental Permit, and ensure that there shall be no Hazardous Materials in, on, under or from any Real Property except those that are used, stored, handled and managed in material compliance with applicable Environmental Laws; (d) Undertake all actions, including Response Actions, necessary, at the sole cost and expense of Borrowers, to address (i) any Environmental Action and any obligations thereunder; (ii) any Release at, from or onto any Real Property as required pursuant to Environmental Law or the requirements of any Governmental Authority; and (iii) Environmental Liability; (e) Diligently pursue and use commercially reasonable efforts to cause any Person with an indemnity, contribution or other obligation to any of the Loan Parties or their Subsidiaries relating to any Environmental Action or compliance with or liability under Environmental Law to satisfy such obligations in full and in a timely manner; and shall not amend in any way or waive any or all rights to such obligations without the prior written consent of Agent; (f) Upon Agent’s reasonable request, promptly provide Lender to Agent documentation reasonably acceptable to Agent of compliance with items (a) through (e), including, without limitation, within 45 days following a written notice request of Agent, but no more frequently than once each year unless an Event of Default exists, pursuant to Section 6.12(g) below, or a Default caused by reason of a breach of Sections 5.11 or 6.12 herein, provide Agent with an environmental assessment, including where appropriate any soil and/or groundwater sampling, prepared by an environmental consulting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent; and (g) Promptly, but in any event within 10 days of the its obtaining knowledge or receipt of notice thereof, provide Agent with written notice of, and all data, information and reports generated or prepared in connection with, any of the following: (i) notice that an Environmental Lien has been filed or is threatened against the Real Property or any of the real or personal property of Parent or any Borrowerof its Subsidiaries, (ii) commencement of any material Environmental Action or notice that an a material Environmental Action will be filed against Parent or any Borrowerof its Subsidiaries, and (iii) notice any Release or threatened Release of a violationreportable quantity, citation, or other administrative order which and that could reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoingmaterial Environmental Liability, this covenant shall not apply in, on, under, at, from or migrating to any property securing Real Property owned, leased or operated by Parent or any of its Subsidiaries, except as otherwise pursuant to and in compliance with the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory of an Environmental Permit, (iv) any material non-compliance with, or violation of, any Environmental Law applicable to Lender Parent or any of its Subsidiaries, any of Parent or any of its Subsidiaries’ business and any Real Property, (v) any Response Action which could reasonably be expected to result in a material Environmental Liability, (vi) any notice or other communication received by Parent or any of its sole discretion Subsidiaries from any Person or Governmental Authority relating to any material Environmental Liability.

Environmental. Except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on American Exploration: (ai) Keep all operations of American Exploration have been conducted, and are now in compliance with all Environmental Laws; (ii) American Exploration is in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate its properties and to conduct its business as it is now being conducted or as proposed to be conducted (collectively the “Environmental Permits”); and (iii) American Exploration is not aware of, or is subject to: (A) any property either owned Environmental Laws which require or may require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures; (B) any written demand or written notice with respect to the breach of or liability under any Environmental Laws applicable to American Exploration, including any regulations respecting the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances; (C) any written demand or written notice with respect to liability, by contract or operation of applicable Laws, under Environmental Laws applicable to American Exploration or any current or former subsidiary or any of its predecessor entities, divisions or any formerly owned, leased or operated by properties or Assets of the foregoing, including liability with respect to the presence, release or discharge of Hazardous Substances; or (D) any Borrower free changes in the terms or conditions of any Environmental Liens Permits or post bonds any renewal, modification, revocation, re-issuance, alteration, transfer or other financial assurances sufficient to satisfy the obligations or liability evidenced by amendment of such Environmental LiensPermits, (b) complyor any review by, in all material respectsor approval of, with Environmental Laws and provide to Lender documentation any Governmental Entity of such compliance which Lender reasonably requestsEnvironmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of the Business following such consummation; (civ) promptly notify Lender American Exploration has not conducted the Business or used any of any release of a the Assets or permitted them to be conducted or used, to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into Substances, except in compliance with all applicable Environmental Lawjudgments, decrees, orders, injunctions, rules, statutes and (d) promptly provide Lender with written notice within 10 days regulations of all courts, arbitrators or Governmental Authorities, including all environmental, health and safety statutes and regulations and, to the receipt best of American Exploration’s knowledge, neither has any lessee or prior owner of any of the following: Assets or any other Person; (iv) notice that an Environmental Lien American Exploration, the Business and the Assets and the uses to which its assets have been put and the state of maintenance and repair thereof comply in all material respects with all applicable Laws, judgments, decrees, orders, injunctions, rules and regulations of all Governmental Authorities, courts or arbitrators, including all environmental, health and safety statutes and regulations and fire and building codes and standards; (vi) American Exploration has been filed against not received any notices of any contravention of, or demands or requests for, repairs or other remedial work with respect to any of the real its assets under any statutes, bylaws, ordinances, rules or personal property regulations of any Borrower, (ii) commencement Government Authority or arising from the use of any of its assets, or the occupation or use of any premises owned, leased or utilized by American Exploration or relating to the location, size, configuration, state of repairs, design or construction of, or defects in any of these premises; (vii) American Exploration is not subject to any judicial or administrative proceeding alleging the violation of any applicable Environmental Action Laws, health or safety laws or other statutes and regulations, judgments, decrees, orders, injunctions, or rules; (viii) American Exploration is not the subject of investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance into the environment nor has any Hazardous Substance been released into the environment, or disposed of, at, on, or near any property used or previously used by American Exploration as a result of the conduct of the Business or otherwise, except as permitted by the laws or regulations enforced at the relevant time and American Exploration does not have any contingent liability in connection with the release of any Hazardous Substance or contaminant or other substance into the environment; and (ix) American Exploration has not filed any notice that an under any applicable Environmental Action will be filed against any BorrowerLaws, and (iii) notice health or safety laws, other statutes or regulations, judgments, decrees, orders or injunctions, indicating past or present treatment, storage, or disposal of a violation, citationHazardous Substance or constituent, or other administrative order which reasonably could be expected substance into the environment, and, to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation best of the Borrowers knowledge of American Exploration, there are no orders or directions relating to provide notice required under clause (c) and (d) for events arising after environmental matters requiring any work, repairs or capital expenditures with respect to the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose Assets or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .Business;

Environmental. Borrower shall, and shall cause each of its Restricted Subsidiaries to: (a) Keep (i) comply in all material respects with, and require compliance in all material respects by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain all Environmental Permits necessary for its operations as conducted; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted, with respect to any property either owned leased or subleased from, or operated by any Borrower free or its Restricted Subsidiaries. For purposes of this Section 7.10(a), noncompliance with the foregoing provisions shall not constitute a breach of this covenant; provided that, upon learning of any Environmental Liens actual or post bonds or other financial assurances sufficient suspected noncompliance, Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to satisfy the obligations or liability evidenced by achieve compliance; provided, further, that in any case such Environmental Liens, noncompliance would not reasonably be expected to result in a Material Adverse Effect; and (b) comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws and provide to Lender documentation of Laws, other than such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from orders or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: directives (i) notice that an Environmental Lien has been filed against any of as to which the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which failure to comply would not reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (z) if the Borrowers do not foreclose or take ownership effectiveness of such property unless order or directive has not been stayed, the agreement failure to comply with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion .such order or directive during the pendency of such appeal or contest would not

Environmental. (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days of the receipt of any of the following: (i) notice that an The Company has complied with all Environmental Lien Laws (as defined herein), the failure to comply with which could result in Damages (as defined herein) in excess of $25,000, and no action, suit, proceeding, hearing, charge, complaint, claim, demand, or notice, and no investigation has been filed or commenced against any of the real or personal property of any Borrower, Company alleging such failure. (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as Except (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances (as defined herein) which are incurred by the Borrowers do Company in the ordinary course of business, the Company has no liability for Hazardous Substances (and has not foreclose handled, used, stored, recycled or take ownership disposed of such any Hazardous Substance (as defined herein)), arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property unless or facility, in any manner that could reasonably be expected to form the agreement with IMS Health referred basis for any present or future action, suit, proceeding, hearing, investigations, charge, complaint, claim or demand giving rise to any liability for Hazardous Substances, including, without limitation, liability under CERCLA or similar state statutes, which in clause each case could result in Damages in excess of $25,000 for any reason under any Environmental Laws. (iii) Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances which are incurred by the Company in the ordinary course of business, all properties and equipment used in the Business are free of any amounts of Hazardous Substances, the use and disposal of which could result in Damages (as defined herein) in excess of $25,000. (iv) There are no in service or out of service underground storage tanks located in or on real property owned by the Company or, to the extent the Company is responsible for such tanks or any environmental damage resulting therefrom, real property leased by the Company. (v) The Company has not received notice and has no knowledge of any reasonably likely claim under any Environmental Laws regarding the Business, or any real property owned or leased by the Company. (vi) As used herein, the term Environmental Laws shall mean all federal, state and local laws, statutes, ordinances, rules, regulations, decrees, orders and settlements regarding the protection of human health, safety and the environment and pollution, in effect as of the date of this Agreement and applicable to the Facilities and the operations conducted thereon, including, but not limited to, the following statutes, as amended, and any regulations promulgated thereunder, as they existed on terms the date hereof: (A) Clean Air Act, 42 USC (S)7401 et sec.; ------- (B) Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 USC (S)1251 et sec.; ------- (C) Resource Recovery and conditions satisfactory to Lender in its sole discretion Conservation Act, 42 USC (S)6901 et sec.; ------- (D) Comprehensive Environmental Response, Compensation, and Liability Act, 42 USC (S)9601 et sec. as amended by the ------ Superfund Amendments and Reauthorization Act of 1986 ("CERCLA");

Environmental. Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) Keep any property either owned or operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLaw, (b) complyany Environmental Claim, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, or (c) promptly notify Lender any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. sec. 9604) or any comparable state law which could reasonably be expected to have a Material Adverse Effect. There are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has treated, stored or disposed of any release hazardous waste at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the treatment, storage or disposal of hazardous waste that, in each case, would require a Hazardous permit under RCRA. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this SECTION 4.14 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days any Release of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citationHazardous Materials, or other administrative order any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably could be expected to result in have a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Effect.

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws if the failure to do so could reasonably be expected to have a Material Adverse Effect and provide to Lender the Agent any documentation of such compliance which Lender the Agent may reasonably requests, request; (ciii) promptly notify Lender provide the Agent written notice within five (5) days of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required by applicable law to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) promptly provide Lender the Agent with written notice within 10 ten (10) days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, Loan Party or any of its Subsidiaries; and (iiiC) notice of a violation, citation, citation or other administrative order which reasonably could be expected to result in have a Material Adverse Change. Notwithstanding Effect and (v) defend, indemnify and hold harmless the foregoingAgent and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property securing at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose presence or take ownership Release of such property unless Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the agreement with IMS Health referred to in clause presence or Release of such Hazardous Materials, (iD) is on terms and conditions satisfactory to Lender in its sole discretion any violation of any Environmental Law and/or (E) any Environmental Action filed against the Agent or any Lender.

Environmental. (a) Keep any property either owned or operated Cause all operations of the Borrower and its Subsidiaries to be conducted in compliance in all material respects with all applicable Environmental Laws; (b) promptly deliver to the Lender copies of all reports prepared by any Governmental Authority, any environmental auditor or engineer, or any other Person, relating to or in connection with any Environmental Claim against the Borrower free or any of its Subsidiaries, unless the Borrower cannot obtain such reports or copies thereof; (c) notify the Lender in writing within 10 Business Days after the Borrower or any of its Subsidiaries shall have become aware of any Environmental Liens Claim against the Borrower or post bonds any of its Subsidiaries or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender documentation of such compliance which Lender reasonably requests, (c) promptly notify Lender of any release of a Hazardous Material of any reportable quantity from or onto property owned or operated caused by any operations conducted by the Borrower and take or any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and of its Subsidiaries; (d) promptly provide Lender with written notice within 10 days in the event that, to the knowledge of the receipt Borrower or any of its Subsidiaries, any Hazardous Substance Contamination shall occur which was caused by the Borrower or any of its Subsidiaries or under circumstances as a result of which the Borrower or any of its Subsidiaries would be liable or financially responsible for damages or the cost of remediation or clean-up, or the Borrower or any of its Subsidiaries shall become aware of any non-compliance in any material respect of any Obligor Use Property with any Environmental Law by the following: Borrower or any of its Subsidiaries which occurred previously, exists now or shall exist hereafter (i) notice that an Environmental Lien has been filed against any of notify the real or personal property of any BorrowerLender thereof in writing within 10 Business Days, (ii) commencement of any Environmental Action or notice that if requested by the Lender, engage, at the Borrower's expense, and deliver to the Lender as promptly as feasible an Environmental Action will Assessment with respect thereto containing or accompanied by a plan and budget in form and content reasonably satisfactory to the Lender for the remediation or cure thereof, (iii) as promptly as feasible, commence and diligently pursue to completion, or cause to be filed against promptly commenced and diligently pursued to completion, all actions which are necessary to remediate or cure the same, all contractors to perform any Borrowerwork in connection therewith to be reasonably satisfactory to the Lender, and (iv) if requested by the Lender, deliver to the Lender, within 15 days after request therefor by the Lender, a bond, letter of credit or similar financial assurance reasonably satisfactory to the Lender evidencing that the funds necessary are available to pay the cost of such cure or remediation; and (e) indemnify, protect and defend the Lender, and its officers, directors, employees, attorneys and agents, and save harmless the Lender, and its officers, directors, employees, attorneys and agents, from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, litigation, defenses, judgments, decrees, orders, directives, suits, actions, proceedings, costs and expenses (including, without limitation, counsel fees and expenses and experts' fees and expenses) of any kind or nature whatsoever which may at any time be imposed upon, paid or incurred by or asserted or awarded against any of them relating to, resulting from or arising out of (i) the presence, manufacture, generation, production, processing, use, handling, treatment, storage, disposal, transportation or distribution on or about any Obligor Use Property of any Hazardous Substance by the Borrower or under any circumstances as a result of which the Borrower or any of its Subsidiaries would be liable or - 43 - -------------- ------------- Initial Initial 49 financially responsible for damages or the cost of remediation or clean-up, (ii) any Hazardous Substance Contamination by the Borrower or any of its Subsidiaries or under circumstances as a result of which the Borrower or any of its Subsidiaries would be liable or financially responsible for damages or the cost of remediation or clean-up, (iii) notice any non-compliance in any material respect of a violationany Obligor Use Property with any Environmental Law by the Borrower or any of its Subsidiaries which occurred previously, citationnow exists or shall exist hereafter, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply (iv) any costs associated with any remedial or curative action relating to any property securing Hazardous Substances, any Hazardous Substance Contamination or any violation of any applicable Environmental Laws by the Wilton Note, other than Borrower or any of its Subsidiaries. The indemnification obligations of the Borrower under this Subsection shall survive the termination of this Agreement and payment of the outstanding Note for a period of 3 years. The Lender agrees not to delay release of Collateral in accordance with the last sentence of Subsection 2.2 of the Borrower Security Agreement on account of any contingent obligation of the Borrowers to provide notice required Borrower under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion preceding sentence.

Environmental. (a) Keep any property either owned or operated by any Borrower Borrower, any Guarantor or any of their respective Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Lender Agent documentation of such compliance which Lender Agent reasonably requests, (c) promptly notify Lender Agent of any release of a Hazardous Material of in any reportable quantity from or onto property owned or operated by any Borrower Borrower, any Guarantor or any of their respective Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly promptly, but in any event within 5 days of its receipt thereof, provide Lender Agent with written notice within 10 days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, any Guarantor or any of their respective Subsidiaries, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, any Guarantor or any of their respective Subsidiaries, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) Change and (de) for events defend, indemnify and hold harmless the Agent, the Lender Group, their respective transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising after the date that any Borrower accepts assignment out of the Wilton Note, so long as (i) IMS Health agrees to remediate such the presence, disposal, release or threatened release of any Hazardous Materials on any property and indemnify the Borrowers for at any liability associated with such property and time owned or occupied by any Borrower, any Guarantor or any of their respective Subsidiaries (or their respective predecessors in interest or title), (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (iv) any violation of any Environmental Law or (v) any Environmental Action filed against Agent or any member of the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Group.

Environmental. (a) Keep any property either owned or operated by any Borrower free Except as set forth on Section 3.20(a) of any the Company Disclosure Schedule, each of the Selling Parties and the Acquired Subsidiary Entities and, to the Knowledge of the Company, the Investment Subsidiary Entities is in compliance in all material respects with all terms and conditions of Environmental Liens or post bonds or other financial assurances sufficient Permits currently in effect for the Purchased Business as currently conducted, and each of the Selling Parties and Purchased Business Subsidiaries and, to satisfy the obligations or liability evidenced by such Knowledge of the Company, the Investment Subsidiary Entities is and at all times has been in compliance in all material respects with all Environmental Liens, Laws with respect to the Purchased Business. (b) comply, in Section 3.20(b) of the Company Disclosure Schedule contains a list of all material respects, with Environmental Permits as of the date of this Agreement that are required under Environmental Laws for the conduct of the Purchased Business as currently conducted, each such Environmental Permit is currently in full force and provide effect for the Purchased Business, and the Selling Parties have uploaded true, correct and complete copies of each such Environmental Permit to Lender documentation Purchaser’s electronic data room. To the Knowledge of the Company, no material facts, circumstances or conditions exist with respect to any Acquired Subsidiary Entity or any Investment Subsidiary Entity that reasonably would be anticipated to result in the rescission or revocation of any such compliance which Lender reasonably requestsmaterial Environmental Permit prior to the expiration date set forth in, or otherwise applicable under Environmental Law to, each such Environmental Permit. (c) promptly notify Lender No notice, citation, inquiry, order or complaint is pending against or, to the Knowledge of the Company, threatened against any release of a Hazardous Material the Selling Parties or any of the Purchased Business Subsidiaries alleging any reportable quantity from material violation of or onto property material Liability under any Environmental Law or Environmental Permit with respect to the Purchased Business. (d) With respect to each of the Acquired Real Properties owned or operated leased by any Borrower and take of the Acquired Subsidiary Entities and, to the Knowledge of the Company, with respect to each of the Acquired Real Properties owned or leased by any Remedial Actions required to of the Investment Subsidiary Entities, there exists no: (i) underground storage tanks or associated equipment, (ii) materials or equipment containing asbestos, polychlorinated biphenyls, or radioactive materials, (iii) groundwater monitoring w▇▇▇▇▇ said release , drinking water w▇▇▇▇, production water w▇▇▇▇, or otherwise injection w▇▇▇▇, or (iv) landfills, surface impoundments or disposal areas. (e) With respect to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice within 10 days each of the receipt of Acquired Real Properties owned or leased by any of the following: Acquired Subsidiary Entities and, to the Knowledge of the Company, with respect to each of the Acquired Real Properties owned or leased by of the Investment Subsidiary Entities, no Hazardous Materials are located at, on or under, or have been released or are migrating to or from, such Acquired Real Properties in such quantities or concentrations that (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will would reasonably be filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected anticipated to result in a Material Adverse Change. Notwithstanding material violation of Environmental Laws, or (ii) exceed the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation applicable unrestricted residential use standards or soil or soil gas vapor intrusion screening levels under Environmental Laws. (f) None of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify Selling Parties or the Borrowers for Acquired Subsidiary Entities has designed, manufactured, or installed products or other items containing asbestos, asbestos-containing materials or polychlorinated biphenyls at any liability associated with such property of the Acquired Real Properties owned or leased by any of the Acquired Subsidiary Entities and (ii) to the Borrowers do not foreclose Knowledge of the Company, the Investment Subsidiary Entities has designed, manufactured, or take ownership installed products or other items containing asbestos, asbestos-containing materials or polychlorinated biphenyls at any of such property unless the agreement with IMS Health referred Acquired Real Properties owned or leased by any of the Investment Subsidiary Entities. (g) To the Knowledge of the Company, the Selling Parties have made available to in clause Purchaser all material environmental assessments, reports, remediation plans or agreements and other documents that relate to (i) is on terms any of the Acquired Real Properties or any real estate occupied by any of the Purchased Business Subsidiaries or (ii) any Purchased Business Subsidiary’s or any Purchased Business Subsidiary’s predecessors-in-interest’s past or current facilities or operations, which in each case are in the possession of the Selling Parties. Notwithstanding any other provision of this Agreement to the contrary (including, but not limited to Section 3.24), the representations and conditions satisfactory warranties of the Company in this Section 3.20 are the sole and exclusive representations and warranties of the Company relating to Lender in its sole discretion environmental matters.

Environmental. (a) Keep None of the Issuer Companies has received notice that any property either owned of the Current Hotels is not in material compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or operated by any Borrower free hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"). To the Knowledge of Issuer, the Issuer Companies (i) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective business and (ii) are in material compliance with all terms and conditions of any Environmental Liens such permit, license or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, approval. (b) comply, Except as disclosed in all material respects, with Environmental Laws and provide to Lender documentation the environmental reports listed on Schedule 4.26 attached hereto but based solely on Issuer's examination of such compliance environmental reports, and to the Knowledge of Issuer, the Issuer Companies and the entities from which Lender reasonably requeststhe Issuer Companies acquired the Current Hotels ("Selling Entities"), (c) promptly notify Lender have not at any time, and, to the Knowledge of the Issuer, no other party has at any release of a Hazardous Material of any reportable quantity from time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or onto property owned or operated by any Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release ▇, or be pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, to come into or from the Current Hotels. The Issuer Companies do not intend to use the Issuer Real Property for the purpose of handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials, except for such Hazardous Materials as may be customarily required in hotel operations, stored and used in the quantities customary for such uses and in compliance with applicable Environmental LawLaws. (c) Except as disclosed in the environmental reports listed on Schedule 4.26, based solely on the Issuer's examination of such environmental reports, and to the Knowledge of Issuer, there has been no seepage, leak, escape, ▇▇▇▇▇, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of Hazardous Materials into waters on or adjacent to the Issuer Real Property or onto lands from which such hazardous or toxic waste or substances might seep, flow or drain into such waters. (d) promptly provide Lender with written notice within 10 days None of the receipt Issuer Companies has received notice of any occurrence or circumstance which, with notice or passage of time or both, would give rise to, any claim under or pursuant to any Environmental Law pertaining to hazardous or toxic waste or substances on or originating from the Current Hotels or arising out of the following: conduct of any such party, including, without limitation, pursuant to any Environmental Law. (ie) notice that an As used herein, "Hazardous Materials" shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos or any material as defined by any Federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, Environmental Lien has been filed against any Laws, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Resource Conservation and Recovery Act, as amended (41 U.S.C. Section 9601, et seq.) and the regulations adopted and publications promulgated pursuant to each of the real foregoing or personal property of by any BorrowerFederal, (ii) commencement of any Environmental Action state or notice that an Environmental Action will be filed against any Borrower, and (iii) notice of a violation, citation, local governmental authority having or other administrative order which reasonably could be expected to result in a Material Adverse Change. Notwithstanding claiming jurisdiction over the foregoing, this covenant shall not apply to any property securing the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose or take ownership of such property unless the agreement with IMS Health referred to in clause (i) is on terms and conditions satisfactory to Lender in its sole discretion Current Hotels.

Environmental. (ai) Keep any property either owned or operated by it or any Borrower of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, respects with Environmental Laws and provide to Lender the Collateral Agent any documentation of such compliance which Lender the Collateral Agent may reasonably requestsrequest; (iii) within the notification period provided under applicable Environmental Law, (c) promptly notify Lender the Agents of any release Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Borrower of its Subsidiaries and take any Remedial Actions required under applicable Environmental Law to abate said Release; (iv) promptly provide the Agents with written ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Lender with written notice ▇e within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, Loan Party or any of its Subsidiaries; (iiB) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower, and (iii) notice Loan Party or any of a violation, citation, or other administrative order its Subsidiaries which reasonably could reasonable be expected to result in a Material Adverse Change. Notwithstanding Effect; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (v) defend, indemnify and hold harmless the foregoingAgents and the Lenders and their transferees, this covenant shall not apply to and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on any property securing at any time owned or occupied by any Loan Party or any of its Subsidiaries, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials on any property at any time owned or occupied by any Loan Party or any of its Subsidiaries, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the Wilton Note, other than the obligation of the Borrowers to provide notice required under clause (c) and (d) for events arising after the date that any Borrower accepts assignment of the Wilton Note, so long as (i) IMS Health agrees to remediate such property and indemnify the Borrowers for any liability associated with such property and (ii) the Borrowers do not foreclose presence or take ownership Release of such Hazardous Materials on any property unless the agreement with IMS Health referred at any time owned or occupied by any Loan Party or any of its Subsidiaries, (D) any violation of any Environmental Law by any Loan Party or any of its Subsidiaries and/or (E) any Environmental Action filed against any Agent or any Lender relating to in clause (i) is on terms and conditions satisfactory to Lender in this Agreement or any property at any time owned or occupied by any Loan Party or any of its sole discretion Subsidiaries.