RESPECT OF ENVIRONMENTAL MATTERS IN ANY
SECTION OF THIS AGREEMENT OTHER THAN THIS SECTION 3.8.
(B)
AS USED HEREIN, "ENVIRONMENTAL LAW" MEANS ANY LAW RELATING TO
(X) THE PROTECTION, PRESERVATION OR RESTORATION OF HUMAN HEALTH OR THE
ENVIRONMENT (INCLUDING AIR, WATER VAPOR, SURFACE WATER, GROUNDWATER, DRINKING
WATER SUPPLY, SURFACE LAND, SUBSURFACE LAND, PLANT OR
16
ANIMAL LIFE, OR ANY OTHER NATURAL RESOURCE), (Y) THE EXPOSURE TO, OR THE USE,
STORAGE, RECYCLING, TREATMENT, GENERATION, TRANSPORTATION, PROCESSING, HANDLING,
LABELING, PRODUCTION, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, IN EACH CASE
AS IN EFFECT AT THE DATE HEREOF, OR (Z) THE PROTECTION OF WORKER HEALTH OR
SAFETY.
(C)
AS USED HEREIN, "HAZARDOUS SUBSTANCE" MEANS ANY SUBSTANCE,
ELEMENT, COMPOUND, MIXTURE, SOLUTION, AND/OR WASTE PRESENTLY LISTED, DEFINED,
DESIGNATED, IDENTIFIED, OR CLASSIFIED AS HAZARDOUS, TOXIC, RADIOACTIVE, OR
DANGEROUS, OR OTHERWISE REGULATED, UNDER ANY ENVIRONMENTAL LAW.
HAZARDOUS
SUBSTANCE INCLUDES ANY SUBSTANCE, ELEMENT, COMPOUND, MIXTURE, SOLUTION AND/OR
WASTE TO WHICH EXPOSURE IS REGULATED BY ANY GOVERNMENTAL ENTITY OR ANY
ENVIRONMENTAL LAW, INCLUDING BUT NOT LIMITED TO ANY TOXIC WASTE, POLLUTANT,
CONTAMINANT, HAZARDOUS SUBSTANCE (INCLUDING TOXIC MOLD), TOXIC SUBSTANCE,
HAZARDOUS WASTE, SPECIAL WASTE, INDUSTRIAL SUBSTANCE OR PETROLEUM OR ANY
DERIVATIVE OR BYPRODUCT THEREOF, RADON, RADIOACTIVE MATERIAL, ASBESTOS, OR
ASBESTOS CONTAINING MATERIAL, UREA FORMALDEHYDE, FOAM INSULATION OR
POLYCHLORINATED BIPHENYLS.
(D)
AS USED HEREIN, "RELEASE" MEANS ANY RELEASING, SPILLING, LEAKING,
PUMPING, POURING, EMITTING, EMPTYING, DISCHARGING, INJECTING, STORING, ESCAPING,
LEACHING, MIGRATING, DUMPING, DISCARDING, BURYING, ABANDONING OR DISPOSING INTO
THE ENVIRONMENT OF A HAZARDOUS SUBSTANCE, IN EACH CASE, IN VIOLATION OF ANY
ENVIRONMENTAL LAW OR IN A MANNER WHICH HAS OR MAY GIVE RISE TO ANY LIABILITY
UNDER ANY ENVIRONMENTAL LAW.
SECTION 3.9
EMPLOYEE BENEFIT PLANS.
(A)
SECTION 3.9(A) OF THE COMPANY DISCLOSURE SCHEDULE LISTS ALL
MATERIAL COMPANY BENEFIT PLANS.
"COMPANY BENEFIT PLANS" MEANS ALL EMPLOYEE OR
DIRECTOR BENEFIT PLANS, PROGRAMS, POLICIES, AGREEMENTS OR OTHER ARRANGEMENTS,
INCLUDING ANY EMPLOYEE WELFARE PLAN WITHIN THE MEANING OF SECTION 3(1) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY
EMPLOYEE PENSION BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(2) OF ERISA
(WHETHER OR NOT SUCH PLAN IS SUBJECT TO ERISA), AND ANY BONUS, INCENTIVE,
DEFERRED COMPENSATION, VACATION, STOCK PURCHASE, STOCK OPTION OR OTHER
EQUITY-BASED PLAN OR ARRANGEMENT, SEVERANCE, EMPLOYMENT, CHANGE OF CONTROL OR
FRINGE BENEFIT PLAN, PROGRAM OR AGREEMENT (OTHER THAN ANY "MULTIEMPLOYER PLAN"
WITHIN THE MEANING OF SECTION 4001(A)(3) OF ERISA AND ANY OTHER PLAN, PROGRAM OR
ARRANGEMENT MAINTAINED BY AN ENTITY OTHER THAN THE COMPANY OR A COMPANY
SUBSIDIARY PURSUANT TO ANY COLLECTIVE BARGAINING AGREEMENTS), IN EACH CASE THAT
ARE SPONSORED, MAINTAINED OR CONTRIBUTED TO BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES FOR THE BENEFIT OF CURRENT OR FORMER EMPLOYEES, DIRECTORS OR
CONSULTANTS OF THE COMPANY OR ITS SUBSIDIARIES.
(B)
SECTION 3.9(B) OF THE COMPANY DISCLOSURE SCHEDULE LISTS ALL
"MULTIEMPLOYER PLANS" (AS DEFINED IN REGULATION 4001.2 UNDER ERISA) TO WHICH THE
COMPANY OR ANY ERISA AFFILIATE (AS DEFINED BELOW) IS OBLIGATED TO CONTRIBUTE
CURRENTLY OR HAS BEEN OBLIGATED TO CONTRIBUTE DURING THE IMMEDIATELY PRECEDING
THREE YEARS.
THE COMPANY HAS