IF BORROWER
DOES NOT TIMELY COMMENCE
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AND DILIGENTLY PROSECUTE TO COMPLETION THE REMEDIAL WORK, THE AGENT MAY (BUT
SHALL NOT BE OBLIGATED TO), UPON 30 DAYS PRIOR WRITTEN NOTICE TO BORROWER OF ITS
INTENTION TO DO SO, CAUSE SUCH REMEDIAL WORK TO BE PERFORMED. BORROWER SHALL PAY
OR REIMBURSE THE AGENT ON DEMAND FOR ALL EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS, BUT EXCLUDING INTERNAL OVERHEAD,
ADMINISTRATIVE AND SIMILAR COSTS OF THE LENDERS) REASONABLY RELATING TO OR
INCURRED BY THE AGENT IN CONNECTION WITH MONITORING, REVIEWING OR PERFORMING ANY
REMEDIAL WORK IN ACCORDANCE HEREWITH.
(III)
BORROWER SHALL NOT COMMENCE ANY REMEDIAL WORK UNDER
CLAUSE (A) ABOVE, NOR ENTER INTO ANY SETTLEMENT AGREEMENT, CONSENT DECREE OR
OTHER COMPROMISE RELATING TO ANY HAZARDOUS SUBSTANCES OR ENVIRONMENTAL LAWS
WITHOUT PROVIDING NOTICE TO THE AGENT AS PROVIDED IN SECTION 5.1(F).
NOTWITHSTANDING THE FOREGOING, IF THE PRESENCE OR THREATENED PRESENCE OF
HAZARDOUS SUBSTANCES ON, UNDER, ABOUT OR EMANATING FROM THE PROPERTY POSES AN
IMMEDIATE THREAT TO THE HEALTH, SAFETY OR WELFARE OF ANY PERSON OR THE
ENVIRONMENT, OR IS OF SUCH A NATURE THAT AN IMMEDIATE RESPONSE IS NECESSARY OR
REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAW, BORROWER MAY COMPLETE ALL NECESSARY
REMEDIAL WORK. IN SUCH EVENTS, BORROWER SHALL NOTIFY AGENT AS SOON AS
PRACTICABLE AND, IN ANY EVENT, WITHIN THREE BUSINESS DAYS, OF ANY ACTION TAKEN.
(E)
ENVIRONMENTAL MATTERS; INSPECTION.
(I)
BORROWER SHALL NOT PERMIT A HAZARDOUS SUBSTANCE TO BE PRESENT ON,
UNDER OR TO EMANATE FROM THE PROPERTY, OR MIGRATE FROM ADJOINING PROPERTY
CONTROLLED BY BORROWER ONTO OR INTO THE PROPERTY, EXCEPT UNDER CONDITIONS
PERMITTED BY APPLICABLE ENVIRONMENTAL LAWS AND, IN THE EVENT THAT SUCH HAZARDOUS
SUBSTANCES ARE PRESENT ON, UNDER OR EMANATE FROM THE PROPERTY, OR MIGRATE ONTO
OR INTO THE PROPERTY, BORROWER SHALL CAUSE THE REMOVAL OR REMEDIATION OF SUCH
HAZARDOUS SUBSTANCES, IN ACCORDANCE WITH THIS AGREEMENT AND ENVIRONMENTAL LAWS,
EITHER ON ITS OWN BEHALF OR BY CAUSING A TENANT OR OTHER PARTY PRIMARILY AT
FAULT TO PERFORM SUCH REMOVAL AND REMEDIATION. BORROWER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PREVENT, AND TO SEEK THE REMEDIATION OF, ANY MIGRATION OF
HAZARDOUS SUBSTANCES ONTO OR INTO THE PROPERTY FROM ANY ADJOINING PROPERTY.
(II)
UPON REASONABLE PRIOR WRITTEN NOTICE, THE AGENT SHALL HAVE THE
RIGHT, EXCEPT AS OTHERWISE PROVIDED UNDER LEASES, AT ALL REASONABLE TIMES DURING
NORMAL BUSINESS HOURS TO ENTER UPON AND INSPECT ALL OR ANY PORTION OF THE
PROPERTY, PROVIDED THAT SUCH INSPECTIONS SHALL NOT UNREASONABLY INTERFERE WITH
THE OPERATION OR THE TENANTS, RESIDENTS OR OCCUPANTS OF THE PROPERTY. IF THE
AGENT HAS REASONABLE GROUNDS TO SUSPECT THAT REMEDIAL WORK MAY BE REQUIRED, THE
AGENT SHALL NOTIFY BORROWER AND, THEREAFTER, MAY SELECT A CONSULTING ENGINEER TO
CONDUCT AND PREPARE REPORTS OF SUCH INSPECTIONS (WITH NOTICE TO BORROWER PRIOR
TO THE COMMENCEMENT OF SUCH INSPECTION). BORROWER SHALL BE GIVEN A REASONABLE
OPPORTUNITY TO REVIEW ANY REPORTS, DATA AND OTHER DOCUMENTS OR MATERIALS
REVIEWED OR PREPARED BY THE ENGINEER, AND TO SUBMIT COMMENTS AND SUGGESTED
REVISIONS OR REBUTTALS TO SAME. THE INSPECTION RIGHTS GRANTED