thirty days' prior written
notice thereof by the insurer to the Administrative Agent and (iii) furnish to
the Administrative Agent, on the Closing Date and on the date of delivery of
each annual financial statement, full information as to the insurance carried.
At any time that insurance at levels described in Schedule 7.8 is not being
maintained by or on behalf of the Borrower or any of its Subsidiaries, the
Borrower will notify the Lenders in writing within two Business Days thereof
and, if thereafter notified by the Administrative Agent or the Required Lenders
to do so, the Borrower or any such Subsidiary, as the case may be, shall use
commercially reasonable efforts to obtain insurance at such levels at least
equal to those set forth on Schedule 7.8.
7.9
ENVIRONMENTAL LAWS
(A)
THE BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES, IN
THE EXERCISE OF ITS REASONABLE BUSINESS JUDGMENT, TO TAKE PROMPT AND APPROPRIATE
ACTION TO RESPOND TO ANY MATERIAL NON-COMPLIANCE WITH ENVIRONMENTAL LAWS OR
ENVIRONMENTAL PERMITS OR TO ANY MATERIAL RELEASE OR A SUBSTANTIAL THREAT OF A
MATERIAL RELEASE OF A CONTAMINANT, AND UPON REQUEST FROM THE ADMINISTRATIVE
AGENT, SHALL REPORT TO THE ADMINISTRATIVE AGENT ON SUCH RESPONSE.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, WHENEVER THE ADMINISTRATIVE AGENT OR
ANY LENDER HAS A REASONABLE BASIS TO BELIEVE THAT THE BORROWER IS NOT IN
MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS OR THAT ANY
PROPERTY OF THE BORROWER OR ITS SUBSIDIARIES, OR ANY PROPERTY TO WHICH
CONTAMINANTS GENERATED BY THE BORROWER OR ITS SUBSIDIARIES HAVE COME TO BE
LOCATED ("OFFSITE PROPERTY") HAS OR MAY BECOME CONTAMINATED OR SUBJECT TO AN
ORDER OR DECREE SUCH THAT ANY NON-COMPLIANCE, CONTAMINATION OR ORDER OR DECREE
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, THEN, TO THE
EXTENT THE BORROWER HAS THE LEGAL RIGHT TO DO SO, THE BORROWER AGREES TO, AT THE
ADMINISTRATIVE AGENT'S REQUEST AND THE BORROWER'S EXPENSE: (I) CAUSE AN
INDEPENDENT ENVIRONMENTAL ENGINEER REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT TO CONDUCT SUCH TESTS OF THE SITE WHERE THE ALLEGED OR ACTUAL
NON-COMPLIANCE OR CONTAMINATION HAS OCCURRED AND PREPARE AND DELIVER TO THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER A REPORT(S) REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT SETTING FORTH THE RESULTS OF SUCH TESTS,
THE BORROWER'S PROPOSED PLAN AND SCHEDULE FOR RESPONDING TO ANY ENVIRONMENTAL
PROBLEMS DESCRIBED THEREIN, AND THE BORROWER'S ESTIMATE OF THE COSTS THEREOF,
AND (II) PROVIDE THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER A
SUPPLEMENTAL REPORT(S) OF SUCH ENGINEER WHENEVER THE SCOPE OF THE ENVIRONMENTAL
PROBLEMS OR THE BORROWER'S RESPONSE THERETO OR THE ESTIMATED COSTS THEREOF,
SHALL MATERIALLY CHANGE.
NOTWITHSTANDING THE ABOVE, THE BORROWER SHALL NOT BE
OBLIGATED (OTHER THAN AS REQUIRED BY APPLICABLE LAW) TO UNDERTAKE ANY TESTS OR
REMEDIATION AT ANY OFFSITE PROPERTY (A) THAT IS NOT OWNED OR OPERATED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES AND (B) WHERE CONTAMINANTS GENERATED BY
PERSONS OTHER THAN THE BORROWER OR ANY OF ITS SUBSIDIARIES HAVE ALSO COME TO BE