HAZARDOUS MATERIAL
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AND OTHER THAN AS PERMITTED UNDER
ANY APPLICABLE ENVIRONMENTAL LAW. COPIES OF ALL ENVIRONMENTAL SURVEYS, AUDITS,
ASSESSMENTS, FEASIBILITY STUDIES AND RESULTS OF REMEDIAL INVESTIGATIONS SHALL BE
PROMPTLY FURNISHED, OR CAUSED TO BE FURNISHED, BY SUCH BORROWER OR GUARANTOR TO
LENDER.
EACH BORROWER AND GUARANTOR SHALL TAKE PROMPT ACTION TO RESPOND TO ANY
MATERIAL NON-COMPLIANCE WITH ANY OF THE ENVIRONMENTAL LAWS AND SHALL REGULARLY
REPORT TO LENDER ON SUCH RESPONSE.
(C)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, WHENEVER LENDER REASONABLY DETERMINES THAT THERE IS MATERIAL
NON-COMPLIANCE, OR ANY CONDITION WHICH REQUIRES ANY ACTION BY OR ON BEHALF OF
ANY BORROWER OR GUARANTOR IN ORDER TO AVOID ANY NON-COMPLIANCE, WITH ANY
ENVIRONMENTAL LAW, BORROWERS SHALL, AT LENDER'S REQUEST AND BORROWERS' EXPENSE:
(I) CAUSE AN INDEPENDENT ENVIRONMENTAL ENGINEER REASONABLY ACCEPTABLE TO LENDER
TO CONDUCT SUCH TESTS OF THE SITE WHERE NON-COMPLIANCE OR ALLEGED NON-COMPLIANCE
WITH SUCH ENVIRONMENTAL LAWS HAS OCCURRED AS TO SUCH NON-COMPLIANCE AND PREPARE
AND DELIVER TO LENDER A REPORT AS TO SUCH NON-COMPLIANCE SETTING FORTH THE
RESULTS OF SUCH TESTS, A PROPOSED PLAN FOR RESPONDING TO ANY ENVIRONMENTAL
PROBLEMS DESCRIBED THEREIN, AND AN ESTIMATE OF THE COSTS THEREOF AND
(II) PROVIDE TO LENDER A SUPPLEMENTAL REPORT OF SUCH ENGINEER WHENEVER THE SCOPE
OF SUCH NON-COMPLIANCE, OR SUCH BORROWER'S OR GUARANTOR'S RESPONSE THERETO OR
THE ESTIMATED COSTS THEREOF, SHALL CHANGE IN ANY MATERIAL RESPECT.
(D)
EACH BORROWER AND GUARANTOR SHALL INDEMNIFY
AND HOLD HARMLESS LENDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
INVITEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES) DIRECTLY OR INDIRECTLY ARISING OUT OF OR
ATTRIBUTABLE TO THE USE, GENERATION, MANUFACTURE, REPRODUCTION, STORAGE,
RELEASE, THREATENED RELEASE, SPILL, DISCHARGE, DISPOSAL OR PRESENCE OF A
HAZARDOUS MATERIAL, INCLUDING THE COSTS OF ANY REQUIRED OR NECESSARY REPAIR,
CLEANUP OR OTHER REMEDIAL WORK WITH RESPECT TO ANY PROPERTY OF ANY BORROWER OR
GUARANTOR AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR
OTHER REQUIRED PLANS.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND
INDEMNIFICATIONS IN THIS SECTION 9.3 SHALL SURVIVE THE PAYMENT OF THE
OBLIGATIONS AND THE TERMINATION
OF THIS AGREEMENT.
9.4
Payment of Taxes and Claims.
Each Borrower
and Guarantor shall, and shall cause any Subsidiary to, duly pay and discharge
all taxes, assessments, contributions and governmental charges upon or against
it or its properties or assets, except for taxes the validity of which are being
contested in good faith by appropriate proceedings diligently pursued and
available to such Borrower, Guarantor or Subsidiary, as the case may be, and
with respect to which adequate reserves have been set aside on its books.
Each
Borrower and Guarantor shall be liable for any tax or penalties imposed on
Lender as a result of the financing arrangements provided for herein and each
Borrower and Guarantor agrees to indemnify and hold Lender harmless with respect
to the foregoing, and to repay to Lender on demand the amount thereof, and until
paid by