USE AS AN INDUSTRIAL FACILITY OF SUCH REAL ESTATE AND, IN THE CASE OF
ALL REAL ESTATE OWNED BY CREDIT PARTIES (WHETHER OR NOT INCLUDED IN THE
BORROWING BASE), IMPLEMENT ANY AND ALL INVESTIGATION, REMEDIATION, REMOVAL AND
RESPONSE ACTIONS THAT ARE APPROPRIATE OR NECESSARY TO COMPLY IN ALL MATERIAL
RESPECTS WITH ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS PERTAINING TO THE
PRESENCE, GENERATION, TREATMENT, STORAGE, USE, DISPOSAL, TRANSPORTATION OR
RELEASE OF ANY HAZARDOUS MATERIAL ON, AT, IN, UNDER, ABOVE, TO, FROM OR ABOUT
ANY OF ITS REAL ESTATE; (C) NOTIFY AGENT PROMPTLY AFTER SUCH CREDIT PARTY OR ANY
PERSON WITHIN ITS CONTROL BECOMES AWARE OF ANY VIOLATION OF ENVIRONMENTAL LAWS
OR ENVIRONMENTAL PERMITS OR ANY RELEASE ON, AT, IN, UNDER, ABOVE, TO, FROM OR
ABOUT ANY REAL ESTATE THAT IS REASONABLY LIKELY TO RESULT IN ENVIRONMENTAL
LIABILITIES TO A CREDIT PARTY OR ITS SUBSIDIARIES IN EXCESS OF $500,000; AND
(D) PROMPTLY FORWARD TO AGENT A COPY OF ANY MATERIAL, NON-PRIVILEGED ORDER,
NOTICE, REQUEST FOR INFORMATION OR ANY COMMUNICATION OR REPORT RECEIVED BY SUCH
CREDIT PARTY OR ANY PERSON WITHIN ITS CONTROL IN CONNECTION WITH ANY SUCH
VIOLATION OR RELEASE OR ANY OTHER MATTER RELATING TO ANY ENVIRONMENTAL LAWS OR
ENVIRONMENTAL PERMITS THAT COULD REASONABLY BE EXPECTED TO RESULT IN
ENVIRONMENTAL LIABILITIES IN EXCESS OF $500,000, IN EACH CASE WHETHER OR NOT THE
ENVIRONMENTAL PROTECTION AGENCY OR ANY GOVERNMENTAL AUTHORITY HAS TAKEN OR
THREATENED ANY ACTION IN CONNECTION WITH ANY SUCH VIOLATION, RELEASE OR OTHER
MATTER.
IF AGENT AT ANY TIME HAS A REASONABLE BASIS TO BELIEVE THAT THERE MAY
BE A VIOLATION OF ANY ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS BY ANY CREDIT
PARTY OR ANY PERSON UNDER ITS CONTROL OR ANY ENVIRONMENTAL LIABILITY ARISING
THEREUNDER, OR A RELEASE OF HAZARDOUS MATERIALS ON, AT, IN, UNDER, ABOVE, TO,
FROM OR ABOUT ANY OF ITS REAL ESTATE, THAT, IN EACH CASE, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, THEN EACH CREDIT PARTY AND ITS
SUBSIDIARIES SHALL, UPON AGENT'S WRITTEN REQUEST (I) CAUSE THE PERFORMANCE OF
SUCH ENVIRONMENTAL AUDITS INCLUDING SUBSURFACE SAMPLING OF SOIL AND GROUNDWATER,
AND PREPARATION OF SUCH ENVIRONMENTAL REPORTS, AT BORROWER'S EXPENSE, AS AGENT
MAY FROM TIME TO TIME REASONABLY REQUEST, WHICH SHALL BE CONDUCTED BY REPUTABLE
ENVIRONMENTAL CONSULTING FIRMS REASONABLY ACCEPTABLE TO AGENT AND SHALL BE IN
FORM AND SUBSTANCE REASONABLY
24
ACCEPTABLE TO AGENT, AND (II) IF THE CREDIT PARTY FAILS TO CAUSE THE PERFORMANCE
OF SUCH ENVIRONMENTAL AUDIT, PERMIT AGENT OR ITS REPRESENTATIVES TO HAVE ACCESS
TO ALL REAL ESTATE FOR THE PURPOSE OF CONDUCTING SUCH ENVIRONMENTAL AUDITS AND
TESTING AS AGENT DEEMS APPROPRIATE IN ITS REASONABLE JUDGMENT, INCLUDING
SUBSURFACE SAMPLING OF SOIL AND GROUNDWATER.
BORROWER SHALL REIMBURSE AGENT FOR
THE COSTS OF SUCH AUDITS AND TESTS AND THE SAME WILL CONSTITUTE A PART OF THE
OBLIGATIONS SECURED HEREUNDER.
2.6
LANDLORDS' AGREEMENTS, MORTGAGEE AGREEMENTS,
BAILEE AND PROCESSOR LETTERS AND REAL ESTATE PURCHASES
EACH CREDIT PARTY SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A LANDLORD'S AGREEMENT, MORTGAGEE
AGREEMENT OR BAILEE OR PROCESSOR LETTER, AS APPLICABLE, FROM