IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS OR TO THE EXTENT THE FAILURE TO CONDUCT OR COMPLETE ANY OF THE
FOREGOING WOULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 6.7, IF THE
ADMINISTRATIVE AGENT OR ANY LENDER, IN ACCORDANCE WITH PRUDENT BANKING
PRACTICES, HAS ANY REASON TO SUSPECT A MATERIAL FAILURE BY ANY CREDIT PARTY TO
COMPLY WITH THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH HEREIN
CONCERNING HAZARDOUS SUBSTANCES AND ENVIRONMENTAL LAWS, EMPLOYEES AND/OR AGENTS
OF THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) ENTER UPON ANY
REALTY OF SUCH CREDIT PARTY (SUBJECT TO THE PROVISIONS OF SECTION 6.7 WITH
RESPECT TO NOTICE AND TIME OF VISIT) TO CONDUCT SUCH INSPECTIONS AND TESTS, AT
THE BORROWER'S SOLE COST AND EXPENSE, AS MAY BE REASONABLY DESIRED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS TO EVALUATE COMPLIANCE WITH
ENVIRONMENTAL LAWS AND PRESENCE OF HAZARDOUS SUBSTANCES. IF ANY SUCH INSPECTIONS
OR TESTS REVEAL FACTS, CONDITIONS OR CIRCUMSTANCES THAT, IN THE JUDGMENT OF THE
ADMINISTRATIVE AGENT, NEED TO BE INVESTIGATED, REMEDIATED OR OTHERWISE ADDRESSED
UNDER APPLICABLE ENVIRONMENTAL LAWS, OR IF THE ADMINISTRATIVE AGENT OR THE
LENDERS OTHERWISE LEARN OF SUCH FACTS, CONDITIONS OR CIRCUMSTANCES, THE BORROWER
AGREES TO UNDERTAKE ALL RESPONSIVE ACTIONS REQUIRED UNDER APPLICABLE
ENVIRONMENTAL LAWS. ALL COSTS OF SUCH ACTIONS SHALL BE PAID BY THE BORROWER. IN
THE EVENT THAT THE BORROWER SHALL FAIL TO TIMELY PROSECUTE TO COMPLETION SUCH
WORK, THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE REQUIRED TO, CAUSE SUCH
WORK TO BE PERFORMED, AND ALL REASONABLE COSTS AND EXPENSES THEREOF SHALL BECOME
PART OF THE OBLIGATIONS. THE BORROWER HEREBY ACKNOWLEDGES THAT ALL HAZARDOUS
WASTE HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE SOLE
RESPONSIBILITY OF THE BORROWER AND ITS SUBSIDIARIES. THE BORROWER FURTHER
ACKNOWLEDGES THAT
88
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT,
ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. NO ACT (OR DECISION
NOT TO ACT) OF THE ADMINISTRATIVE AGENT OR ANY LENDER RELATED TO THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON
THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO ENVIRONMENTAL
MATTERS. IN NO EVENT SHALL ANY INFORMATION OBTAINED FROM THE ADMINISTRATIVE
AGENT OR ANY LENDER OR THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES OR AGENTS
PURSUANT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT CONCERNING THE
ENVIRONMENTAL CONDITION OF ANY REALTY BE CONSIDERED BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES (OR ANY OTHER RECIPIENT OF SUCH INFORMATION) AS CONSTITUTING
LEGAL OR ENVIRONMENTAL CONSULTING, ENGINEERING, INVESTIGATING OR INSPECTING
ADVICE, AND NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES (NOR ANY OTHER
RECIPIENT OF SUCH INFORMATION) SHALL RELY ON SUCH INFORMATION. THE
RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE
BORROWER AND ITS SUBSIDIARIES.
6.12
Further Assurances. The Borrower will, and will cause each of its
Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments,
modifications or supplements hereto and restatements hereof and any