A
SUMMONS, CITATION, NOTICE, OR DIRECTIVE FROM THE ENVIRONMENTAL PROTECTION AGENCY
OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AGENCY RELATING TO ANY ACTION OR
OMISSION BY BORROWER OR ANY OF ITS SUBSIDIARIES RESULTING IN THE RELEASING, OR
OTHERWISE EXPOSING OF HAZARDOUS WASTE OR HAZARDOUS SUBSTANCES INTO THE
ENVIRONMENT; AND (IV) EACH OF BORROWER AND ITS SUBSIDIARIES IS IN COMPLIANCE (IN
ALL MATERIAL RESPECTS) WITH ALL ENVIRONMENTAL REQUIREMENTS.
(B)
IN THE EVENT BORROWER BECOMES AWARE OF ANY PAST, PRESENT OR FUTURE
FACTS OR CIRCUMSTANCES WHICH HAVE GIVEN RISE OR COULD GIVE RISE TO A CLAIM
AGAINST BORROWER RELATED TO A FAILURE TO COMPLY WITH ANY ENVIRONMENTAL
REQUIREMENTS, BORROWER WILL (I) PROMPTLY GIVE AGENT NOTICE THEREOF, TOGETHER
WITH A WRITTEN STATEMENT OF THE CHIEF FINANCIAL OFFICER OF BORROWER SETTING
FORTH THE DETAILS THEREOF AND THE ACTION WITH RESPECT THERETO TAKEN OR PROPOSED
TO BE TAKEN BY BORROWER AND (II) DELIVER TO AGENT MONTHLY REPORTS (OR MORE
FREQUENT REPORTS IF REQUESTED BY AGENT OR ANY LENDER) REGARDING THE STATUS OF
THE SITUATION IN RESPECT OF WHICH SUCH NOTICE WAS SENT, WHICH REPORTS SHALL BE
IN FORM AND CONTENT SATISFACTORY TO AGENT.
(C)
BORROWER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS AGENT,
LENDERS, THEIR PARENTS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND ANY OFFICER,
DIRECTOR, SHAREHOLDER, EMPLOYEE, AFFILIATE OR AGENT OF AGENT OR ANY LENDER, FOR
ALL LOSS, LIABILITY, DAMAGE, COST AND EXPENSES, INCLUDING WITHOUT LIMITATION,
ATTORNEY'S FEES AND DISBURSEMENTS ARISING FROM OR RELATED TO (I) THE RELEASE OF
ANY SPECIAL MATERIALS AT ANY FACILITY AT ANY TIME OWNED, LEASED OR OPERATED BY
BORROWER, (II) THE RELEASE OF ANY SPECIAL MATERIALS TREATED, STORED,
TRANSPORTED, HANDLED, GENERATED OR DISPOSED OF BY OR ON BEHALF OF BORROWER AT
ANY THIRD PARTY OWNED SITE, (III) ANY CLAIM AGAINST BORROWER THAT IT HAS FAILED
TO COMPLY WITH ANY ENVIRONMENTAL REQUIREMENT, AND (IV) THE BREACH BY BORROWER OF
ANY REPRESENTATION OR COVENANT IN THIS SECTION 6.22.
(D)
THE REPRESENTATIONS AND COVENANTS OF BORROWER CONTAINED IN THIS
SECTION 6.22, INCLUDING WITHOUT LIMITATION THE INDEMNIFICATION OBLIGATION OF
BORROWER, SHALL SURVIVE THE OCCURRENCE OF ANY EVENT WHATSOEVER, INCLUDING THE
PAYMENT OF THE OBLIGATIONS OR ANY INVESTIGATION BY OR KNOWLEDGE OF AGENT OR ANY
LENDER.
(E)
FOR PURPOSES OF THE FOREGOING:
(I)
"ENVIRONMENTAL REQUIREMENTS" MEANS ANY AND ALL APPLICABLE
FEDERAL, STATE OR LOCAL LAWS, STATUTES, ORDINANCES, REGULATIONS OR STANDARDS,
ADMINISTRATIVE OR COURT ORDERS OR DECREES, COMMON LAW DOCTRINES OR PRIVATE
AGREEMENTS, RELATING TO (I) POLLUTION OR PROTECTION OF THE ENVIRONMENT AND
NATURAL RESOURCES, (II) EXPOSURE OF EMPLOYEES OR OTHER PERSONS TO SPECIAL
MATERIALS, (III) PROTECTION OF THE PUBLIC HEALTH AND WELFARE FROM THE EFFECTS OF
SPECIAL MATERIALS AND THEIR PRODUCTS, BY-PRODUCTS, WASTES, EMISSIONS, DISCHARGES
OR RELEASES, AND (IV) REGULATION, LICENSING, APPROVAL OR AUTHORIZATION OF THE
MANUFACTURE, GENERATION, USE, FORMULATION, PACKAGING, LABELING, TRANSPORTING,
DISTRIBUTING, HANDLING, STORING OR DISPOSING OF ANY SPECIAL MATERIALS.
(II)
"SPECIAL MATERIALS" MEANS ANY AND ALL MATERIALS WHICH, UNDER
ENVIRONMENTAL REQUIREMENTS, REQUIRE SPECIAL HANDLING IN USE, GENERATION,
COLLECTION, STORAGE, TREATMENT OR DISPOSAL, OR PAYMENT OF COSTS ASSOCIATED WITH
RESPONDING TO THE LAWFUL DIRECTIVES