COMPLAINT AND TAKE ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY
IN ORDER TO SAFEGUARD THE HEALTH OF ANY PERSON AND TO AVOID SUBJECTING THE
COLLATERAL OR REAL PROPERTY TO ANY LIEN.
IF ANY BORROWER SHALL FAIL TO RESPOND
PROMPTLY TO ANY HAZARDOUS DISCHARGE OR ENVIRONMENTAL COMPLAINT OR ANY BORROWER
SHALL FAIL TO COMPLY WITH ANY OF THE REQUIREMENTS OF ANY ENVIRONMENTAL LAWS,
AGENT ON BEHALF OF LENDERS MAY, BUT WITHOUT THE OBLIGATION TO DO SO, FOR THE
SOLE PURPOSE OF PROTECTING AGENT'S INTEREST IN THE COLLATERAL:
(I) GIVE SUCH
NOTICES OR (II) ENTER ONTO THE REAL PROPERTY (OR AUTHORIZE THIRD PARTIES TO
ENTER ONTO THE REAL PROPERTY) AND TAKE SUCH ACTIONS AS AGENT (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 BORROWERS, 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 AGREEMENT BETWEEN
AGENT, ANY LENDER AND ANY BORROWER.
(G)
PROMPTLY UPON THE WRITTEN REQUEST OF AGENT FROM TIME TO TIME,
BORROWERS SHALL PROVIDE AGENT, AT BORROWERS' 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
53
OF ANY HAZARDOUS SUBSTANCES FOUND ON, UNDER, AT OR WITHIN THE REAL PROPERTY,
PROVIDED THAT SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED BORROWERS
SHALL NOT BE OBLIGATED TO PAY FOR MORE THAN ONE (1) ENVIRONMENTAL SITE
ASSESSMENT OR ENVIRONMENTAL AUDIT REPORT IN ANY CALENDAR YEAR.
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 $100,000, AGENT SHALL HAVE THE RIGHT TO REQUIRE BORROWERS
TO POST A BOND, LETTER OF CREDIT OR OTHER SECURITY REASONABLY SATISFACTORY TO
AGENT TO SECURE PAYMENT OF THESE COSTS AND EXPENSES.
(H)
BORROWERS SHALL DEFEND AND INDEMNIFY AGENT AND LENDERS AND HOLD
AGENT, LENDERS 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 UNDER OR ON ACCOUNT OF ANY ENVIRONMENTAL LAWS, INCLUDING THE
ASSERTION OF ANY LIEN THEREUNDER, WITH RESPECT TO ANY HAZARDOUS DISCHARGE, THE
PRESENCE OF ANY HAZARDOUS