NOR IS ANY PENDING OR
TO THE BEST OF THE MORTGAGOR'S KNOWLEDGE THREATENED, AND MORTGAGOR SHALL
IMMEDIATELY NOTIFY LENDER UPON BECOMING AWARE OF ANY SUCH INVESTIGATION,
PROCEEDING, COMPLAINT, ORDER, DIRECTIVE, CLAIM, CITATION OR NOTICE AND TAKE
PROMPT AND APPROPRIATE ACTIONS TO RESPOND THERETO, WITH RESPECT TO ANY
NON-COMPLIANCE WITH OR VIOLATION OF THE REQUIREMENTS OF ANY ENVIRONMENTAL LAW BY
MORTGAGOR OR THE RELEASE, SPILL OR DISCHARGE, THREATENED OR ACTUAL, OF ANY
HAZARDOUS MATERIALS OR THE GENERATION, USE, STORAGE, TREATMENT, TRANSPORTATION,
MANUFACTURE, HANDLING, PRODUCTION OR DISPOSAL OF ANY HAZARDOUS MATERIALS OR ANY
OTHER ENVIRONMENTAL, HEALTH OR SAFETY MATTER, WHICH AFFECTS MORTGAGOR OR ITS
BUSINESS, OPERATIONS OR ASSETS OR ANY PROPERTIES AT WHICH MORTGAGOR HAS
TRANSPORTED, STORED OR DISPOSED OF ANY HAZARDOUS MATERIALS; (III) MORTGAGOR HAS
NO MATERIAL LIABILITY (CONTINGENT OR OTHERWISE) IN CONNECTION WITH A RELEASE,
SPILL OR DISCHARGE, THREATENED OR ACTUAL, OF ANY HAZARDOUS MATERIALS OR THE
GENERATION, USE, STORAGE, TREATMENT, TRANSPORTATION, MANUFACTURE, HANDLING,
PRODUCTION OR DISPOSAL OF ANY HAZARDOUS MATERIALS; AND (IV) WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MORTGAGOR SHALL, FOLLOWING THE DETERMINATION BY
LENDER THAT THERE IS NON-COMPLIANCE, OR ANY CONDITION WHICH REQUIRES ANY ACTION
BY OR ON BEHALF OF MORTGAGOR IN ORDER TO AVOID ANY NON-COMPLIANCE, WITH ANY
ENVIRONMENTAL LAW, AT MORTGAGOR'S EXPENSE, CAUSE AN INDEPENDENT ENVIRONMENTAL
ENGINEER ACCEPTABLE TO LENDER TO CONDUCT SUCH TESTS OF THE RELEVANT SITE(S) AS
ARE APPROPRIATE AND PREPARE AND DELIVER A REPORT SETTING FORTH THE RESULT OF
SUCH TESTS, A PROPOSED PLAN FOR REMEDIATION AND AN ESTIMATE OF THE COSTS
THEREOF; AND
(B)
MORTGAGOR AGREES TO DEFEND (WITH COUNSEL SATISFACTORY TO LENDER),
PROTECT, INDEMNIFY AND HOLD HARMLESS LENDER, EACH AFFILIATE OR SUBSIDIARY OF
LENDER, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS
AND AGENTS (EACH AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE (INCLUDING,
WITHOUT LIMITATION, THE DISBURSEMENTS AND THE REASONABLE FEES OF COUNSEL FOR
EACH INDEMNIFIED PARTY IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR
JUDICIAL PROCEEDING, WHETHER OR NOT THE INDEMNIFIED PARTY SHALL BE DESIGNATED A
PARTY THERETO), WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY
INDEMNIFIED PARTY (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED
ON ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, INCLUDING, WITHOUT
LIMITATION, SECURITIES LAWS AND REGULATIONS, ENVIRONMENTAL LAWS AND COMMERCIAL
LAWS AND REGULATIONS, UNDER COMMON LAW OR IN EQUITY, OR BASED ON CONTRACT OR
OTHERWISE) IN ANY
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MANNER RELATING TO OR ARISING OUT OF THIS MORTGAGE OR ANY OTHER LOAN INSTRUMENT,
OR ANY ACT, EVENT OR TRANSACTION RELATED OR ATTENDANT THERETO, THE MAKING OR
ISSUANCE AND THE MANAGEMENT OF THE LOANS OR THE USE OR INTENDED USE OF THE
PROCEEDS OF THE LOANS; PROVIDED, HOWEVER, THAT MORTGAGOR SHALL NOT HAVE ANY
OBLIGATION HEREUNDER TO ANY INDEMNIFIED PARTY WITH RESPECT TO MATTERS CAUSED BY
OR RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH INDEMNIFIED
PARTY, FURTHER PROVIDED, THAT WITH RESPECT TO MATTERS ASSERTED BY THE MORTGAGOR,
MORTGAGOR