SUCH LEVELS AT LEAST
EQUAL TO THOSE SET FORTH ON SCHEDULE 7.8.
7.9
ENVIRONMENTAL LAWS.
(A)
ENVIRONMENTAL COMPLIANCE.
IN THE EXERCISE OF THE REASONABLE
BUSINESS JUDGMENT OF BORROWER AND ITS RESTRICTED SUBSIDIARIES, TO TAKE PROMPT
AND APPROPRIATE ACTION TO RESPOND TO ANY MATERIAL NON-COMPLIANCE WITH APPLICABLE
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
ADMINISTRATIVE AGENT, SHALL REGULARLY REPORT TO ADMINISTRATIVE AGENT ON SUCH
RESPONSE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WHENEVER
ADMINISTRATIVE AGENT OR ANY LENDER HAS A REASONABLE BASIS TO BELIEVE THAT
BORROWER IS NOT IN MATERIAL COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS OR
ENVIRONMENTAL PERMITS OR THAT ANY PROPERTY OF BORROWER OR ITS SUBSIDIARIES, OR
ANY PROPERTY TO WHICH CONTAMINANTS GENERATED BY 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 ANTICIPATED TO HAVE A MATERIAL ADVERSE
EFFECT, THEN, TO THE EXTENT BORROWER HAS THE LEGAL RIGHT TO DO SO, BORROWER
AGREES TO, AT ADMINISTRATIVE AGENT'S REQUEST AND BORROWER'S EXPENSE:
(I) CAUSE
AN INDEPENDENT ENVIRONMENTAL ENGINEER REASONABLY ACCEPTABLE TO 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
ADMINISTRATIVE AGENT, THE LENDERS AND BORROWER A REPORT(S) REASONABLY ACCEPTABLE
TO ADMINISTRATIVE AGENT SETTING FORTH THE RESULTS OF SUCH TESTS, BORROWER'S
PROPOSED PLAN AND SCHEDULE FOR RESPONDING TO ANY ENVIRONMENTAL PROBLEMS
DESCRIBED THEREIN, AND BORROWER'S ESTIMATE OF THE COSTS THEREOF; AND (II)
PROVIDE ADMINISTRATIVE AGENT, THE LENDERS AND BORROWER A SUPPLEMENTAL REPORT(S)
OF SUCH ENGINEER WHENEVER THE SCOPE OF THE ENVIRONMENTAL PROBLEMS OR BORROWER'S
RESPONSE THERETO OR THE ESTIMATED COSTS THEREOF, SHALL MATERIALLY CHANGE.
NOTWITHSTANDING THE ABOVE, BORROWER SHALL NOT BE OBLIGATED (OTHER THAN AS
REQUIRED BY APPLICABLE LAW) TO UNDERTAKE ANY TESTS OR REMEDIATION AT ANY OFFSITE
PROPERTY THAT (A) IS NOT OWNED OR OPERATED BY BORROWER OR ANY OF ITS
SUBSIDIARIES AND (B) WHERE CONTAMINANTS GENERATED BY PERSONS OTHER THAN BORROWER
OR ANY OF ITS SUBSIDIARIES HAVE ALSO COME TO BE LOCATED.
(B)
ENVIRONMENTAL INDEMNITY.
DEFEND, INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS,
OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES,
FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR
NATURE KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY
RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR
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LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF BORROWER,
ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES, OR ANY ORDERS,
REQUIREMENTS OR DEMANDS OF GOVERNMENTAL AUTHORITIES RELATED THERETO, INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEY'S AND CONSULTANT'S FEES, INVESTIGATION
AND LABORATORY FEES, RESPONSE COSTS, COURT COSTS AND LITIGATION EXPENSES, EXCEPT
TO THE EXTENT THAT ANY OF THE FOREGOING ARISE OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PARTY SEEKING