TO BE PROVIDED SOLELY TO ALLOW AGENT TO PROTECT AGENT'S
SECURITY INTEREST IN THE REAL PROPERTY AND THE COLLATERAL.
(F)
LOAN PARTIES SHALL RESPOND PROMPTLY TO ANY HAZARDOUS DISCHARGE OR
ENVIRONMENTAL COMPLAINT AND TAKE ALL NECESSARY ACTION IN ORDER TO AVOID OR
MITIGATE ANY LIABILITY THEREFROM THAT WOULD HAVE A MATERIAL ADVERSE EFFECT AND
TO AVOID SUBJECTING THE COLLATERAL OR REAL PROPERTY TO ANY LIEN.
IF ANY LOAN
PARTY SHALL FAIL TO RESPOND PROMPTLY TO ANY HAZARDOUS DISCHARGE OR ENVIRONMENTAL
COMPLAINT AFTER DEMAND FROM AGENT OR ANY LOAN PARTY SHALL FAIL TO COMPLY WITH
ANY OF THE REQUIREMENTS OF ANY ENVIRONMENTAL LAWS AFTER DEMAND FROM AGENT, AND
IF SUCH FAILURE COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT,
AGENT ON BEHALF OF LENDERS AND TERM LENDER MAY, BUT WITHOUT THE OBLIGATION TO DO
SO, FOR THE SOLE PURPOSE OF PROTECTING AGENT'S INTEREST IN COLLATERAL: (A) GIVE
SUCH NOTICES OR (B) ENTER ONTO THE REAL PROPERTY (OR AUTHORIZE THIRD PARTIES TO
ENTER ONTO THE REAL PROPERTY) AND TAKE SUCH ACTIONS AS AGENT AND TERM LENDER (OR
SUCH THIRD PARTIES AS DIRECTED BY AGENT) DEEM REASONABLY NECESSARY OR ADVISABLE,
TO CLEAN UP, REMOVE, MITIGATE OR OTHERWISE DEAL WITH ANY SUCH HAZARDOUS
DISCHARGE OR ENVIRONMENTAL COMPLAINT.
ALL REASONABLE COSTS AND EXPENSES
INCURRED BY AGENT AND LENDERS
49
(OR SUCH THIRD PARTIES) IN THE EXERCISE OF ANY SUCH RIGHTS, INCLUDING ANY SUMS
PAID IN CONNECTION WITH ANY JUDICIAL OR ADMINISTRATIVE INVESTIGATION OR
PROCEEDINGS, FINES AND PENALTIES, TOGETHER WITH INTEREST THEREON FROM THE DATE
EXPENDED AT THE DEFAULT RATE FOR DOMESTIC RATE LOANS CONSTITUTING REVOLVING
ADVANCES SHALL BE PAID UPON DEMAND BY LOAN PARTIES, AND UNTIL PAID SHALL BE
ADDED TO AND BECOME A PART OF THE OBLIGATIONS SECURED BY THE LIENS CREATED BY
THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENTS BETWEEN AGENT, ANY LENDER OR
TERM LENDER AND ANY LOAN PARTY.
(G)
PROMPTLY UPON THE WRITTEN REQUEST OF AGENT FROM TIME TO TIME, LOAN
PARTIES SHALL PROVIDE AGENT, AT LOAN PARTIES' EXPENSE, WITH AN ENVIRONMENTAL
SITE ASSESSMENT OR ENVIRONMENTAL AUDIT REPORT PREPARED BY AN ENVIRONMENTAL
ENGINEERING FIRM ACCEPTABLE IN THE REASONABLE OPINION OF AGENT, TO ASSESS WITH A
REASONABLE DEGREE OF CERTAINTY THE EXISTENCE OF A HAZARDOUS DISCHARGE AND THE
POTENTIAL COSTS IN CONNECTION WITH ABATEMENT, CLEANUP AND REMOVAL OF ANY
HAZARDOUS SUBSTANCES FOUND ON, UNDER, AT OR WITHIN THE REAL PROPERTY, IN EITHER
CASE THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ANY
REPORT OR INVESTIGATION OF SUCH HAZARDOUS DISCHARGE PROPOSED AND ACCEPTABLE TO
AN APPROPRIATE AUTHORITY THAT IS CHARGED TO OVERSEE THE CLEAN-UP OF SUCH
HAZARDOUS DISCHARGE SHALL BE ACCEPTABLE TO AGENT.
IF SUCH ESTIMATES,
INDIVIDUALLY OR IN THE AGGREGATE, EXCEED $500,000, AGENT SHALL HAVE THE RIGHT TO
REQUIRE LOAN PARTIES TO POST A BOND, LETTER OF CREDIT OR OTHER SECURITY
REASONABLY SATISFACTORY TO AGENT TO SECURE PAYMENT OF THESE COSTS AND EXPENSES.
(H)
LOAN PARTIES SHALL DEFEND AND INDEMNIFY AGENT AND LENDERS AND TERM
LENDER AND HOLD AGENT, LENDERS AND TERM LENDER AND