TO GOOD FAITH DISPUTES) EXCEPT TO THE EXTENT THE FAILURE TO PAY SUCH FEES,
ASSESSMENTS, CHARGES OR OTHER AMOUNTS COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(C)
SUBJECT TO THE TERMS OF THE APPLICABLE REA, IN THE EVENT PROCEEDS OF A
CASUALTY OR CONDEMNATION WITH RESPECT TO THE PROPERTY OWNED OR LEASED BY A
DEBTOR UNDER A GROUND LEASE ARE REQUIRED TO BE DEPOSITED INTO A SEGREGATED
ACCOUNT PURSUANT TO ANY REA, THE BORROWERS SHALL CAUSE SUCH AMOUNTS TO BE
DEPOSITED INTO A SEGREGATED ACCOUNT OF THE TYPE SPECIFIED IN THE REA OR
ESTABLISHED WITH AN ELIGIBLE INSTITUTION.
ANY AMOUNTS RELEASED FROM SUCH
SEGREGATED ACCOUNT TO ANY OBLIGOR SHALL BE DEPOSITED INTO THE CASH COLLATERAL
ACCOUNTS IN ACCORDANCE HEREWITH.
(D)
AT THE BORROWERS' WRITTEN REQUEST, THE AGENT, FOR AND ON BEHALF OF THE
LENDERS, SHALL ENTER INTO A SUBORDINATION AGREEMENT WITH RESPECT TO ANY (I) NEW
REA OR (II) AMENDMENT, RESTATEMENT, AMENDMENT AND RESTATEMENT, SUPPLEMENT OR
OTHER MODIFICATION OF AN EXISTING REA, IN EACH CASE, TO THE EXTENT PERMITTED BY
THIS AGREEMENT AND OTHERWISE UPON REASONABLE AND CUSTOMARY TERMS.
FOR AVOIDANCE
OF DOUBT, THE COSTS AND EXPENSES OF THE AGENT IN CONNECTION WITH THE REVIEW OF
ANY SUCH SUBORDINATION AGREEMENT SHALL BE PAID OR REIMBURSABLE BY THE BORROWERS
IN ACCORDANCE WITH SECTION 15.6; PROVIDED THAT SUCH FEES AND EXPENSES SHALL NOT
EXCEED $3,000 PER AGREEMENT.
Section 9.6
Environmental Laws.
(A)
EACH OBLIGOR SHALL, AND SHALL CAUSE EACH OTHER DEBTOR TO, CONDUCT ITS
BUSINESS IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS APPLICABLE TO IT, INCLUDING
THOSE RELATING TO THE GENERATION, HANDLING, USE, STORAGE, AND DISPOSAL OF ANY
CONTAMINANT EXCEPT FOR SUCH NON-COMPLIANCE THAT COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
EACH OBLIGOR SHALL, AND SHALL CAUSE EACH
OTHER DEBTOR TO, TAKE PROMPT AND APPROPRIATE ACTION TO RESPOND TO ANY
NON-COMPLIANCE WITH ENVIRONMENTAL LAWS THAT COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT OF WHICH ANY OBLIGOR AT ANY TIME HAS
KNOWLEDGE ("ENVIRONMENTAL COMPLIANCE ISSUES") AND SHALL UPON WRITTEN REQUEST
FROM THE AGENT REPORT TO THE AGENT FROM TIME TO TIME ON SUCH RESPONSE TO ANY
UNRESOLVED ENVIRONMENTAL COMPLIANCE ISSUE.
(B)
THE AGENT MAY REASONABLY REQUEST, IN WHICH CASE THE OBLIGORS WILL
PROMPTLY FURNISH OR CAUSE TO BE PROMPTLY FURNISHED TO THE AGENT, AN UPDATE OF
THE STATUS OF EACH
57
UNRESOLVED ENVIRONMENTAL COMPLIANCE ISSUE (WHETHER PAST OR PRESENT), IF ANY, AND
COPIES OF NON-PRIVILEGED TECHNICAL REPORTS PREPARED BY ANY DEBTOR AND ITS
COMMUNICATIONS WITH ANY GOVERNMENTAL AUTHORITY TO DETERMINE WHETHER SUCH DEBTOR
IS PROCEEDING REASONABLY TO CORRECT, CURE, OR CONTEST IN GOOD FAITH ANY
ENVIRONMENTAL COMPLIANCE ISSUE.
AT ANY TIME ANY ENVIRONMENTAL COMPLIANCE ISSUE
THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR EVENT OF
DEFAULT EXISTS, THE OBLIGORS SHALL AT THE AGENT'S OR THE MAJORITY LENDERS'
REQUEST AND AT THE OBLIGORS' EXPENSE, (I) RETAIN AN INDEPENDENT ENVIRONMENTAL
PROFESSIONAL REASONABLY ACCEPTABLE TO THE AGENT TO EVALUATE THE SITE, INCLUDING
TESTS IF APPROPRIATE, TO WHICH THE ENVIRONMENTAL COMPLIANCE ISSUE