SAME BY, THEIR OFFICERS, ALL AT SUCH TIMES AND INTERVALS AS THE LENDERS
OR THE AGENTS MAY REASONABLY REQUEST.
6.10
COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND
PERMITS; MAINTENANCE OF MATERIAL LICENSES AND PERMITS.
EACH BORROWER WILL, AND
WILL CAUSE THE NON-BORROWER SUBSIDIARIES TO, EXCEPT WHERE NONCOMPLIANCE WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT (A) COMPLY WITH THE PROVISIONS OF ITS CHARTER
DOCUMENTS, ARTICLES OF INCORPORATION, OTHER CONSTITUENT DOCUMENTS AND BY-LAWS
AND ALL AGREEMENTS AND INSTRUMENTS BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE
BOUND; (B) COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS (INCLUDING
ENVIRONMENTAL LAWS), DECREES, ORDERS, JUDGMENTS, LICENSES AND PERMITS,
INCLUDING, WITHOUT LIMITATION, ALL
66
ENVIRONMENTAL PERMITS HERETO ("APPLICABLE LAWS"); (C) COMPLY IN ALL MATERIAL
RESPECTS WITH ALL AGREEMENTS AND INSTRUMENTS BY WHICH IT OR ANY OF ITS
PROPERTIES MAY BE BOUND; (D) MAINTAIN ALL MATERIAL OPERATING PERMITS FOR ALL
LANDFILLS NOW OWNED OR HEREAFTER ACQUIRED; AND (E) DISPOSE OF HAZARDOUS WASTE
ONLY AT LICENSED DISPOSAL FACILITIES OPERATING, TO THE BEST OF SUCH BORROWER'S
KNOWLEDGE AFTER REASONABLE INQUIRY, IN COMPLIANCE WITH ENVIRONMENTAL LAWS.
IF
AT ANY TIME WHILE ANY LOAN OR LETTER OF CREDIT IS OUTSTANDING OR ANY LENDER, THE
L/C ISSUER OR THE ADMINISTRATIVE AGENT HAS ANY OBLIGATION TO MAKE LOANS OR ISSUE
LETTERS OF CREDIT HEREUNDER, ANY AUTHORIZATION, CONSENT, APPROVAL, PERMIT OR
LICENSE FROM ANY OFFICER, AGENCY OR INSTRUMENTALITY OF ANY GOVERNMENT SHALL
BECOME NECESSARY OR REQUIRED IN ORDER THAT ANY BORROWER MAY FULFILL ANY OF ITS
OBLIGATIONS HEREUNDER, SUCH BORROWER WILL IMMEDIATELY TAKE OR CAUSE TO BE TAKEN
ALL REASONABLE STEPS WITHIN THE POWER OF SUCH BORROWER TO OBTAIN SUCH
AUTHORIZATION, CONSENT, APPROVAL, PERMIT OR LICENSE AND FURNISH THE LENDERS WITH
EVIDENCE THEREOF.
6.11
ENVIRONMENTAL INDEMNIFICATION.
THE BORROWERS
COVENANT AND AGREE THAT THEY WILL JOINTLY AND SEVERALLY, IN ACCORDANCE WITH
SECTION 10.12, INDEMNIFY AND HOLD THE AGENTS, THE L/C ISSUER AND THE LENDERS,
AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS,
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSE, DAMAGE, LOSS OR LIABILITY
INCURRED BY SUCH INDEMNIFIED PARTIES (INCLUDING ALL COSTS OF LEGAL
REPRESENTATION INCURRED BY SUCH INDEMNIFIED PARTIES) RELATING TO (A) ANY RELEASE
OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON THE REAL PROPERTY; (B) ANY
VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT THE REAL
PROPERTY OR THE OPERATIONS CONDUCTED THEREON; OR (C) THE INVESTIGATION OR
REMEDIATION OF OFFSITE LOCATIONS AT WHICH THE BORROWERS, OR THEIR PREDECESSORS
ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS MATERIALS.
IT
IS EXPRESSLY ACKNOWLEDGED BY THE BORROWERS THAT THIS COVENANT OF INDEMNIFICATION
SHALL SURVIVE ANY FORECLOSURE OR ANY MODIFICATION, RELEASE OR DISCHARGE OF ANY
OR ALL OF THE SECURITY DOCUMENTS OR THE PAYMENT OF THE LOANS AND SHALL INURE TO
THE BENEFIT OF THE AGENTS AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
6.12
FURTHER ASSURANCES.
THE BORROWERS WILL COOPERATE
WITH THE LENDERS AND THE ADMINISTRATIVE AGENT AND EXECUTE SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AS THE LENDERS OR THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST TO CARRY OUT TO THEIR