THE SECURITIES ACT OF 1933, AS AMENDED, OR OTHER
SIMILAR FOREIGN OR STATE SECURITIES LAW.
SUBJECT TO THE PROVISO IN THE
PRECEDING SENTENCE, UPON THE EXERCISE BY THE AGENT OF ANY POWER, RIGHT,
PRIVILEGE OR REMEDY PURSUANT TO THIS AGREEMENT OR THE LOAN DOCUMENTS WHICH
REQUIRES ANY CONSENT, APPROVAL, REGISTRATION, QUALIFICATION OR AUTHORIZATION OF
ANY GOVERNMENTAL AUTHORITY OR INSTRUMENTALITY, THE BORROWER WILL EXECUTE AND
DELIVER, OR WILL CAUSE THE EXECUTION AND DELIVERY OF, ALL APPLICATIONS,
CERTIFICATIONS, INSTRUMENTS AND OTHER DOCUMENTS AND PAPERS THAT THE AGENT MAY BE
REQUIRED TO OBTAIN FOR SUCH GOVERNMENTAL CONSENT, APPROVAL, REGISTRATION,
QUALIFICATION OR AUTHORIZATION.
5.7.
DEPOSITORY ACCOUNTS.
THE BORROWER WILL MAINTAIN ITS PRIMARY
DEPOSITORY ACCOUNT WITH THE AGENT.
5.8.
COMMUNICATION WITH ACCOUNTANTS.
THE BORROWER AUTHORIZES THE AGENT
TO COMMUNICATE DIRECTLY WITH THE BORROWER'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS AND, ON OR BEFORE THE CLOSING DATE, WILL INSTRUCT THOSE ACCOUNTANTS
TO DISCLOSE TO AND DISCUSS WITH THE AGENT ANY AND ALL PREPARED FINANCIAL
STATEMENTS AND ALL OTHER SUPPORTING FINANCIAL DOCUMENTS AND SCHEDULES DELIVERED
TO THE BORROWER BY SUCH ACCOUNTANTS.
5.9.
ENVIRONMENTAL INDEMNIFICATION; COMPLIANCE.
(A)
THE BORROWER SHALL AT ALL TIMES, BOTH BEFORE AND AFTER REPAYMENT
OF THE LOANS, AT ITS SOLE COST AND EXPENSE INDEMNIFY, EXONERATE AND SAVE
HARMLESS THE AGENT AND LENDERS AND ALL THOSE CLAIMING BY, THROUGH OR UNDER THE
AGENT AND LENDERS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") AGAINST AND FROM ALL
DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, CLAIMS, LITIGATION,
DEMANDS, DEFENSES, JUDGMENTS, SUITS, PROCEEDINGS, COSTS, DISBURSEMENTS OR
EXPENSES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND EXPERTS' FEES AND DISBURSEMENTS, WHICH MAY AT ANY TIME
(INCLUDING, WITHOUT LIMITATION, BEFORE OR AFTER DISCHARGE OR FORECLOSURE OF THE
AGENT'S SECURITY INTERESTS, MORTGAGES OR LEASEHOLD MORTGAGES OR DEEDS OF TRUST
OR ANY OTHER INSTRUMENT NOW OR HEREAFTER CONSTITUTING A LOAN DOCUMENT) BE
IMPOSED UPON, INCURRED BY OR ASSERTED OR AWARDED AGAINST THE INDEMNIFIED PARTIES
AND ARISING FROM OR OUT OF:
(A)
ANY HAZARDOUS MATERIALS LIABILITY OR OTHER
LIABILITY FOR DAMAGE TO PERSON OR PROPERTY ARISING OUT OF ANY HAZARDOUS
MATERIALS RELEASED ON, UPON, UNDER, INTO OR ABOUT ANY PROPERTY AT ANY TIME
OWNED, LEASED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES (INCLUDING
WITHOUT LIMITATION WITH RESPECT TO ANY CONDITION OR CIRCUMSTANCE WHICH EXISTED
ON ANY SUCH PROPERTY PRIOR TO OR AS OF THE TIME THE BORROWER OR ANY OF ITS
SUBSIDIARIES FIRST ACQUIRED, LEASED OR OCCUPIED THE SAME) OR ANY VIOLATION OF
ANY ENVIRONMENTAL LAWS BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY
CONTRACTOR, SUB-CONTRACTOR, TENANT, OCCUPANT OR INVITEE THEREOF; OR (B)
ANY
ACT, OMISSION, NEGLIGENCE OR CONDUCT OF THE BORROWER OR ANY SUBSIDIARY OF THE
BORROWER OR ANY CONTRACTOR, SUB-CONTRACTOR, TENANT, OCCUPANT OR INVITEE THEREOF
RESULTING IN ANY HAZARDOUS MATERIAL LIABILITY.
NOTWITHSTANDING ANY LIMITATION
WHICH OTHERWISE MIGHT BE IMPOSED BY ANY APPLICABLE STATUTE OF LIMITATIONS, ANY
CAUSE OF ACTION WHICH THE INDEMNIFIED PARTIES MAY HAVE
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AGAINST THE BORROWER UNDER THIS SUBSECTION 5.9, MAY BE BROUGHT AGAINST THE
BORROWER AND/OR ANY SUBSIDIARY AT ANY TIME WITHIN TWO (2) YEARS