THE OCCURRENCE OF AN ENVIRONMENTAL EVENT, THE BORROWER SHALL
DELIVER TO THE ADMINISTRATIVE AGENT AN OFFICER'S CERTIFICATE (AN "ENVIRONMENTAL
CERTIFICATE") EXPLAINING THE ENVIRONMENTAL EVENT IN REASONABLE DETAIL AND
SETTING FORTH THE PROPOSED REMEDIAL ACTION, IF ANY. THE BORROWER SHALL PROMPTLY
PROVIDE THE ADMINISTRATIVE AGENT WITH COPIES OF ALL NOTICES WHICH ALLEGE OR
IDENTIFY ANY ACTUAL OR POTENTIAL VIOLATION OR NONCOMPLIANCE RECEIVED BY OR
PREPARED BY OR FOR THE BORROWER IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAW.
FOR PURPOSES OF THIS PARAGRAPH, THE TERM "NOTICE" SHALL MEAN ANY SUMMONS,
CITATION, DIRECTIVE, ORDER, CLAIM, PLEADING, LETTER, APPLICATION, FILING,
REPORT, FINDINGS, DECLARATIONS OR OTHER MATERIALS PERTINENT TO COMPLIANCE OF THE
MORTGAGED PROPERTY AND THE BORROWER OR ANY MORTGAGED PROPERTY OWNER WITH SUCH
HAZARDOUS MATERIALS LAWS.
(3)
ENVIRONMENTAL REPORTS.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN ENVIRONMENTAL EVENT WITH RESPECT TO THE
MORTGAGED PROPERTY, THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO HAVE ITS
CONSULTANTS PERFORM A COMPREHENSIVE ENVIRONMENTAL AUDIT OF THE MORTGAGED
PROPERTY. SUCH AUDIT SHALL BE CONDUCTED BY AN ENVIRONMENTAL CONSULTANT CHOSEN BY
THE ADMINISTRATIVE AGENT AND MAY INCLUDE A VISUAL SURVEY, A RECORD REVIEW, AN
AREA RECONNAISSANCE ASSESSING THE PRESENCE OF HAZARDOUS OR TOXIC WASTE OR
SUBSTANCES, PCBS OR STORAGE TANKS AT THE MORTGAGED PROPERTY, AN ASBESTOS SURVEY
OF THE MORTGAGED PROPERTY, WHICH MAY INCLUDE RANDOM SAMPLING OF THE IMPROVEMENTS
AND AIR QUALITY TESTING, AND SUCH FURTHER SITE ASSESSMENTS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUIRE DUE TO THE RESULTS OBTAINED FROM THE FOREGOING. THE
BORROWER AND MORTGAGED PROPERTY OWNERS GRANT THE ADMINISTRATIVE AGENT, ITS
AGENTS, CONSULTANTS AND CONTRACTORS THE RIGHT TO ENTER THE MORTGAGED PROPERTY AS
REASONABLE OR APPROPRIATE FOR THE CIRCUMSTANCES FOR THE PURPOSES OF PERFORMING
SUCH STUDIES AND THE REASONABLE COST OF SUCH STUDIES SHALL BE DUE AND PAYABLE BY
THE BORROWER TO THE ADMINISTRATIVE AGENT UPON DEMAND AND SHALL BE SECURED BY THE
LIEN OF THE SECURITY INSTRUMENTS.
THE ADMINISTRATIVE AGENT SHALL NOT
UNREASONABLY INTERFERE WITH, AND THE ADMINISTRATIVE AGENT SHALL DIRECT THE
ENVIRONMENTAL CONSULTANT TO USE ITS COMMERCIALLY REASONABLE EFFORTS NOT TO
HINDER, THE BORROWER'S OR ANY TENANT'S, OTHER OCCUPANT'S OR MANAGER'S OPERATIONS
UPON THE MORTGAGED PROPERTY WHEN CONDUCTING SUCH AUDIT, SAMPLING OR INSPECTIONS.
BY UNDERTAKING ANY OF THE MEASURES IDENTIFIED IN AND PURSUANT TO THIS
SECTION 7.9(3), THE ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO BE EXERCISING
ANY CONTROL OVER THE OPERATIONS OF THE BORROWER OR MORTGAGED PROPERTY OWNERS OR
THE
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HANDLING OF ANY ENVIRONMENTAL MATTER OR HAZARDOUS WASTES OR SUBSTANCES OF THE
BORROWER OR MORTGAGED PROPERTY OWNERS FOR PURPOSES OF INCURRING OR BEING SUBJECT
TO LIABILITY THEREFOR.
(4)
ENVIRONMENTAL INDEMNIFICATION.
THE
BORROWER SHALL PROTECT, INDEMNIFY, SAVE, DEFEND, AND HOLD HARMLESS THE
INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE,
ACTIONS, CAUSES OF ACTION, COSTS OR EXPENSES WHATSOEVER (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES) AND ANY AND ALL CLAIMS, SUITS AND JUDGMENTS WHICH
ANY INDEMNIFIED PARTY MAY SUFFER, AS A RESULT OF OR WITH RESPECT TO: (A) ANY
ENVIRONMENTAL CLAIM RELATING TO OR ARISING FROM THE MORTGAGED PROPERTY;