OBTAINING KNOWLEDGE OF, (I) ANY RELEASE,
SPILL OR DISCHARGE, THREATENED OR ACTUAL, OF ANY HAZARDOUS MATERIAL AT OR FROM
ITS PREMISES (WHETHER OR NOT OWNED BY IT) OTHER THAN AS PERMITTED UNDER ANY
APPLICABLE ENVIRONMENTAL LAW
OR OTHER OCCURRENCE THAT CONSTITUTES A VIOLATION
IN ANY MATERIAL RESPECT OF ANY ENVIRONMENTAL LAW AT ANY SUCH PREMISES OR (II)
ANY INVESTIGATION, PROCEEDING, COMPLAINT, ORDER, DIRECTIVE, CLAIMS, CITATION OR
NOTICE FROM OR ON BEHALF OF ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO: (A) ANY
MATERIAL NON-COMPLIANCE WITH OR VIOLATION OF ANY ENVIRONMENTAL LAW BY ANY
BORROWER OR GUARANTOR OR (B) THE RELEASE, SPILL OR DISCHARGE, THREATENED OR
ACTUAL, OF ANY HAZARDOUS MATERIAL OTHER THAN AS PERMITTED UNDER ANY APPLICABLE
ENVIRONMENTAL LAW. UPON THE REQUEST OF ADMINISTRATIVE AGENT, COPIES OF ALL
ENVIRONMENTAL SURVEYS, AUDITS, ASSESSMENTS, FEASIBILITY STUDIES AND RESULTS OF
REMEDIAL INVESTIGATIONS SHALL BE PROMPTLY FURNISHED, OR CAUSED TO BE FURNISHED,
BY SUCH BORROWER OR GUARANTOR TO ADMINISTRATIVE AGENT.
EACH BORROWER AND
GUARANTOR SHALL TAKE PROMPT ACTION TO RESPOND TO ANY MATERIAL NON-COMPLIANCE
WITH ANY OF THE ENVIRONMENTAL LAWS AND SHALL KEEP ADMINISTRATIVE AGENT
REASONABLY INFORMED REGARDING THE STATUS OF SUCH RESPONSE; PROVIDED, THAT, NO
BORROWER OR GUARANTOR SHALL BE REQUIRED TO UNDERTAKE ANY SUCH CLEANUP, REMOVAL,
REMEDIAL OR OTHER ACTION TO THE EXTENT THAT ITS OBLIGATION TO DO SO IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS DILIGENTLY PURSUED AND
AVAILABLE TO SUCH BORROWER OR GUARANTOR AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN SET ASIDE ON ITS BOOKS IN ACCORDANCE WITH GAAP.
(C)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WHENEVER
ADMINISTRATIVE AGENT REASONABLY DETERMINES THAT THERE IS MATERIAL
NON-COMPLIANCE, OR ANY CONDITION THAT REQUIRES ANY ACTION BY OR ON BEHALF OF ANY
BORROWER OR GUARANTOR IN ORDER TO AVOID ANY MATERIAL NON‐COMPLIANCE, WITH ANY
ENVIRONMENTAL LAW, BORROWERS SHALL, AT ADMINISTRATIVE AGENT'S REQUEST AND
BORROWERS' EXPENSE: (I) CAUSE AN INDEPENDENT ENVIRONMENTAL ENGINEER REASONABLY
ACCEPTABLE TO ADMINISTRATIVE AGENT TO CONDUCT SUCH TESTS OF THE SITE WHERE
MATERIAL NON-COMPLIANCE OR ALLEGED MATERIAL NON‐COMPLIANCE WITH SUCH
ENVIRONMENTAL LAWS HAS OCCURRED AS TO SUCH MATERIAL NON-COMPLIANCE AND PREPARE
AND DELIVER TO ADMINISTRATIVE AGENT A REPORT AS TO SUCH MATERIAL NON-COMPLIANCE
SETTING FORTH THE RESULTS OF SUCH TESTS, A PROPOSED PLAN FOR RESPONDING TO ANY
ENVIRONMENTAL PROBLEMS DESCRIBED THEREIN, AND AN ESTIMATE OF THE COSTS THEREOF
AND (II) PROVIDE TO ADMINISTRATIVE AGENT A SUPPLEMENTAL REPORT OF SUCH ENGINEER
WHENEVER THE SCOPE OF SUCH MATERIAL NON-COMPLIANCE, OR SUCH BORROWER'S OR
GUARANTOR'S RESPONSE THERETO OR THE ESTIMATED COSTS THEREOF, SHALL CHANGE IN ANY
MATERIAL RESPECT.
(D)
EACH BORROWER AND GUARANTOR SHALL INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND LENDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, INVITEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, AND DOCUMENTED
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPENSES) DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO THE USE,
GENERATION, MANUFACTURE, REPRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
SPILL, DISCHARGE, DISPOSAL OR PRESENCE OF A HAZARDOUS MATERIAL, INCLUDING THE
COSTS OF ANY REQUIRED OR