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 (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.
48
(H)
LOAN PARTIES SHALL DEFEND AND INDEMNIFY
AGENT AND LENDERS AND TERM LENDER AND HOLD AGENT, LENDERS AND TERM LENDER AND
THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS AND OFFICERS HARMLESS FROM AND
AGAINST ALL LOSS, LIABILITY, DAMAGE AND EXPENSE, CLAIMS, COSTS, FINES AND
PENALTIES, INCLUDING ATTORNEY'S FEES, SUFFERED OR INCURRED BY AGENT OR LENDERS
OR TERM LENDER UNDER OR ON ACCOUNT OF ANY ENVIRONMENTAL LAWS, INCLUDING, WITHOUT
LIMITATION, THE ASSERTION OF ANY LIEN THEREUNDER, WITH RESPECT TO ANY HAZARDOUS
DISCHARGE, OR THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AFFECTING THE REAL
PROPERTY, WHETHER OR NOT THE SAME ORIGINATES OR EMERGES FROM THE REAL PROPERTY
OR ANY CONTIGUOUS REAL ESTATE, INCLUDING ANY LOSS OF VALUE OF THE REAL PROPERTY
AS A RESULT OF THE FOREGOING EXCEPT