Common use of Compliance with Laws, Regulations, Etc Clause in Contracts

Compliance with Laws, Regulations, Etc. (a) The Borrower shall, and shall cause each Obligor to, at all times, comply in all material respects with all Applicable Law except for any matter that that the Borrower or the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected to result in a Material Adverse Change. (b) Each Operating Company shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company to the Administrative Agent upon the request of the Administrative Agent. Each Operating Company shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws. (c) Each Operating Company shall give written notice to the Administrative Agent promptly upon the Borrower’s receipt of any notice of, or such Operating Company’s otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Change. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company in order to avoid any material non-compliance, with any Environmental Law, such Operating Company shall, at the Administrative Agent’s request and such Operating Company’s expense: (i) cause an independent environmental engineer acceptable to the Administrative Agent to conduct such tests of the site where such Operating Company’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such 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 the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s response thereto or the estimated costs thereof, shall change in any material adverse respect.

Compliance with Laws, Regulations, Etc. (a) The Each Borrower shall, and shall cause each Obligor any Subsidiary of such Borrower to, at all times, comply in all material respects with all Applicable Law except for laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any matter that that Federal, State or local Governmental Authority, including ERISA, the Borrower or Code, the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to result in a Material Adverse Changeenvironmental pollution and employee health and safety, including all of the Environmental Laws. (b) Each Operating Company At the reasonable request of Agent and in any event, to the extent required by applicable law, each Borrower shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company Borrower who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company Borrower to the Administrative Agent upon the request of the Administrative Agent. Each Operating Company Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental LawsLaws and shall regularly report to Agent on such response. (c) Each Operating Company Borrower shall give both oral and written notice to the Administrative Agent promptly immediately upon the such Borrower’s receipt of any notice of, or such Operating CompanyBorrower’s otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects such Borrower or its business, operations or assets or any properties at which such Borrower transported, stored or disposed of any Hazardous Materials. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company any Borrower in order to avoid any material non-compliance, with any Environmental Law, such Operating Company Borrowers shall, at the Administrative Agent’s request and such Operating Company’s Borrowers’ expense: (i) cause an independent environmental engineer acceptable to the Administrative Agent to conduct such tests of the site where such Operating CompanyBorrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such 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 the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating CompanyBorrower’s response thereto or the estimated costs thereof, shall change in any material adverse respect. (e) Each Borrower shall indemnify and hold harmless 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, costs, and expenses (including reasonable attorneys’ fees actually incurred and legal 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 necessary repair, cleanup or other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. (a) The Borrower shall, and shall cause each Obligor to, at all times, comply in all material respects with all Applicable Law laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, Provincial or local governmental authority, including, without limitation, all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws except for any matter that that the Borrower or the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could and which is not reasonably be expected to result have a material adverse effect in a Material Adverse ChangeBorrower or its property, operations, business, prospects or conditions (financial or otherwise). (b) Each Operating Company Borrower shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company Borrower who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company Borrower to the Administrative Agent upon the request of the Administrative AgentLender. Each Operating Company Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental LawsLaws and shall regularly report to Lender on such response. (c) Each Operating Company Borrower shall give both oral and written notice to the Administrative Agent promptly Lender immediately upon the Borrower’s 's receipt of any notice of, or such Operating Company’s Borrower's otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects any properties at which Borrower transported, stored or disposed of any Hazardous Materials. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company in order to avoid any material non-compliance, with any Environmental Law, such Operating Company shall, at the Administrative Agent’s request and such Operating Company’s expense: (i) cause an independent environmental engineer acceptable to the Administrative Agent to conduct such tests of the site where such Operating Company’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such 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 the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s response thereto or the estimated costs thereof, shall change in any material adverse respect.

Compliance with Laws, Regulations, Etc. (a) The Each Borrower shall, and shall cause each Obligor any Subsidiary of such Borrower to, at all times, comply in all material respects with all Applicable Law except for laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any matter that that Federal, State or local Governmental Authority, including ERISA, the Borrower or Code, the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to result in a Material Adverse Changeenvironmental pollution and employee health and safety, including all of the Environmental Laws. (b) Each Operating Company At the reasonable request of Agent and in any event, to the extent required by applicable law, each Borrower shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company Borrower who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company Borrower to the Administrative Agent upon the request of the Administrative Agent. Each Operating Company Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental LawsLaws and shall regularly report to Agent on such response. (c) Each Operating Company Borrower shall give both oral and written notice to the Administrative Agent promptly immediately upon the such Borrower’s 's receipt of any notice of, or such Operating Company’s Borrower's otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects such Borrower or its business, operations or assets or any properties at which such Borrower transported, stored or disposed of any Hazardous Materials. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company any Borrower in order to avoid any material non-compliance, with any Environmental Law, such Operating Company Borrowers shall, at the Administrative Agent’s 's request and such Operating Company’s Borrowers' expense: (i) cause an independent environmental engineer acceptable to the Administrative Agent to conduct such tests of the site where such Operating Company’s Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such 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 the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s Borrower's response thereto or the estimated costs thereof, shall change in any material adverse respect. (e) Each Borrower shall indemnify and hold harmless 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, costs, and expenses (including reasonable attorneys' fees actually incurred and legal 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 necessary repair, cleanup or other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement.

Compliance with Laws, Regulations, Etc. (a) The Each Borrower shall, and shall cause each Obligor any Subsidiary to, at all times, comply in all material respects with all Applicable Law except for laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any matter that that Federal, State or local Governmental Authority, including ERISA, the Borrower or Code, the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to result in a Material Adverse Changeenvironmental pollution and employee health and safety, including all of the Environmental Laws. (b) Each Operating Company At the reasonable request of Lender and in any event, to the extent required by applicable law, each Borrower shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company Borrower who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company such Borrower to the Administrative Agent upon the request of the Administrative AgentLender. Each Operating Company Borrower shall take prompt and appropriate action to respond to any material non-non- compliance with any of the Environmental LawsLaws and shall regularly report to Lender on such response. (c) Each Operating Company Borrower shall give both oral and written notice to the Administrative Agent promptly Lender immediately upon the such Borrower’s 's receipt of any notice of, or such Operating Company’s Borrower's otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of any Hazardous Materials. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company any Borrower in order to avoid any material non-compliance, with any Environmental Law, such Operating Company Borrower shall, at the Administrative Agent’s Lender's request and such Operating Company’s Borrowers' expense: : (i) cause an independent environmental engineer acceptable to the Administrative Agent Lender to conduct such tests of the site where such Operating Company’s Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent Lender a report as to such non-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 the Administrative Agent Lender a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s Borrower's response thereto or the estimated costs thereof, shall change in any material adverse respect. (e) Each Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal 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 necessary repair, cleanup or other remedial work with respect to any property of any Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) The Borrower Borrowers shall, and shall cause each Obligor to, at all times, comply in all material respects with all Applicable Law except for laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any matter that that Federal, State or local governmental authority, including the Borrower or Employee Retirement Security Act of 1974, as amended, the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to result in a Material Adverse Changeenvironmental pollution and employee health and safety, including all of the Environmental Laws. (b) Each Operating Company Borrowers shall establish and maintain, at its their expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its their operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company Borrowers who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company Borrower to the Administrative Agent upon the request of the Administrative AgentLender. Each Operating Company Borrowers shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental LawsLaws and shall regularly report to Lender on such response. (c) Each Operating Company Borrowers shall give both oral and written notice to the Administrative Agent promptly Lender immediately upon the any Borrower’s 's receipt of any notice of, or such Operating Company’s any Borrower's otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company any Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects any Borrower or its business, operations or assets or any properties at which any Borrower transported, stored or disposed of any Hazardous Materials. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company Borrowers in order to avoid any material non-compliance, with any Environmental Law, such Operating Company Borrowers shall, at the Administrative Agent’s Lender's request and such Operating Company’s Borrowers' expense: : (i) cause an independent environmental engineer acceptable to the Administrative Agent Lender to conduct such tests of the site where such Operating Company’s Borrowers' non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent Lender a report as to such 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 the Administrative Agent Lender a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s Borrowers' response thereto or the estimated costs thereof, shall change in any material adverse respect. (e) Each Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal 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 necessary repair, cleanup or other remedial work with respect to any property of Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) The Each Borrower shall, and shall cause each Obligor any Subsidiary of such Borrower to, at all times, comply in all material respects with all Applicable Law except for laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any matter that that Federal, State or local Governmental Authority, including ERISA, the Borrower or Code, the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to result in a Material Adverse Changeenvironmental pollution and employee health and safety, including all of the Environmental Laws. (b) Each Operating Company At the reasonable request of Agent and in any event, to the extent required by applicable law, each Borrower shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company Borrower who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company Borrower to the Administrative Agent upon the request of the Administrative Agent. Each Operating Company Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental LawsLaws and shall regularly report to Agent on such response. (c) Each Operating Company Borrower shall give both oral and written notice to the Administrative Agent promptly immediately upon the such Borrower’s 's receipt of any notice of, or such Operating Company’s Borrower's otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects such Borrower or its business, operations or assets or any properties at which such Borrower transported, stored or disposed of any Hazardous Materials. (d) Without limiting the generality of the foregoing, whenever the Administrative Agent determines, acting reasonably, reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of an Operating Company any Borrower in order to avoid any material non-compliance, with any Environmental Law, such Operating Company Borrowers shall, at the Administrative Agent’s 's request and such Operating Company’s Borrowers' expense: (i) cause an independent environmental engineer acceptable to the Administrative Agent to conduct such tests of the site where such Operating Company’s Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such 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 the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s Borrower's response thereto or the estimated costs thereof, shall change in any material adverse respect. (e) Each Borrower shall indemnify and hold harmless Agent, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees actually incurred and legal 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 necessary repair, cleanup or other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Compliance with Laws, Regulations, Etc. (a) The Borrower shall, and shall cause each Obligor to, at all times, comply in all material respects with all Applicable Law laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Federal, State or local governmental authority, including the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws, except for any matter that that the Borrower such noncompliance which would not have a material adverse effect on Borrower, its business or the respective Obligor is contesting by appropriate proceedings diligently pursued or where such non-compliance could not reasonably be expected to result in a Material Adverse Changeassets. (b) Each Operating Company shall establish and maintain, at its expense, a system to assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or agents of such Operating Company who are familiar with the requirements of the Environmental Laws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Operating Company to the Administrative Agent upon the request of the Administrative Agent. Each Operating Company shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws. (c) Each Operating Company Borrower shall give both oral and written notice to the Administrative Agent promptly Lender immediately upon the Borrower’s 's receipt of any notice of, or such Operating Company’s Borrower's otherwise obtaining knowledge of, (i) the occurrence of any reportable event involving the release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by such Operating Company Borrower or (B) the reportable release, spill or discharge, threatened or actual, of any Hazardous Material at, on, under or from any real property owned, leased or operated by an Operating Company, or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on, under or from any real property owned, leased or operated by an Operating Company, or (D) any other environmental, health or safety matter; in each case of (A), (B), (C) and (D), which could reasonably be expected to result in a Material Adverse Changeaffects Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of any Hazardous Materials. (dc) Without limiting Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the generality use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the foregoing, whenever Obligations and the Administrative Agent determines, acting reasonably, that there is material termination or non-compliance, or any condition which requires any action by or on behalf renewal of an Operating Company in order to avoid any material non-compliance, with any Environmental Law, such Operating Company shall, at the Administrative Agent’s request and such Operating Company’s expense: (i) cause an independent environmental engineer acceptable to the Administrative Agent to conduct such tests of the site where such Operating Company’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such 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 the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Operating Company’s response thereto or the estimated costs thereof, shall change in any material adverse respectthis Agreement.