so would not be reasonably likely to have a
Material Adverse Effect, and (ii) pay and discharge all taxes, assessments,
claims and governmental charges or levies imposed upon it, upon its income or
profits or upon any of its properties, prior to the date on which penalties
would attach thereto or a lien would attach to any of the properties of Borrower
if unpaid unless the same are being contested in good faith and by appropriate
proceedings and then only if and to the extent reserves required by GAAP have
been set aside therefor.
2.11
Environmental Laws. Borrower will, and will at
all times cause each of its Subsidiaries to:
(A)
COMPLY IN ALL MATERIAL RESPECTS WITH, AND
ENSURE COMPLIANCE IN ALL MATERIAL RESPECTS BY ALL TENANTS AND SUBTENANTS, IF
ANY, WITH, ALL APPLICABLE ENVIRONMENTAL LAWS AND OBTAIN AND COMPLY IN ALL
MATERIAL RESPECTS WITH AND MAINTAIN, AND ENSURE THAT ALL TENANTS AND SUBTENANTS
OBTAIN AND COMPLY IN ALL MATERIAL RESPECTS WITH AND MAINTAIN, ANY AND ALL
LICENSES, APPROVALS, NOTIFICATIONS, REGISTRATIONS OR PERMITS REQUIRED BY
APPLICABLE ENVIRONMENTAL LAWS EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(B)
CONDUCT AND COMPLETE ALL INVESTIGATIONS,
STUDIES, SAMPLING AND TESTING, AND ALL REMEDIAL, REMOVAL AND OTHER ACTIONS
REQUIRED UNDER ENVIRONMENTAL LAWS AND PROMPTLY COMPLY IN ALL MATERIAL RESPECTS
WITH ALL LAWFUL ORDERS AND DIRECTIVES OF ALL GOVERNMENTAL AUTHORITIES REGARDING
ENVIRONMENTAL LAWS EXCEPT TO THE EXTENT THAT THE SAME ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND THE PENDENCY OF SUCH PROCEEDINGS COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
DEFEND, INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND LENDERS, AND THEIR RESPECTIVE EMPLOYEES, ADMINISTRATIVE
AGENT, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF
WHATEVER KIND OR NATURE KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT
OF, OR IN ANY WAY RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY
UNDER, ANY ENVIRONMENTAL LAW APPLICABLE
23
TO THE OPERATIONS OF BORROWER OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE
PROPERTIES, OR ANY ORDERS, REQUIREMENTS OR DEMANDS OF GOVERNMENTAL AUTHORITIES
RELATED THERETO, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S AND
CONSULTANT'S FEES, INVESTIGATION AND LABORATORY FEES, RESPONSE COSTS, COURT
COSTS AND LITIGATION EXPENSES, EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING IS
DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
PARTY SEEKING INDEMNIFICATION THEREFOR. THE AGREEMENTS IN THIS SUBSECTION 2.12
SHALL SURVIVE REPAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT.
2.12
Creation or Acquisition of Subsidiaries. Subject
to the provisions of Subsection 3.6, Borrower may from time to time create new
Subsidiaries, and Subsidiaries of Borrower may create or acquire new
Subsidiaries, provided that concurrently with (and in any event within ten
Business Days thereafter) the creation or acquisition of any new Subsidiary, all
the capital stock of