APPLICABLE ENVIRONMENTAL LAWS AND OBTAIN AND COMPLY WITH AND MAINTAIN, AND USE
ALL REASONABLE EFFORTS TO ENSURE THAT ALL TENANTS AND SUBTENANTS OBTAIN AND
COMPLY WITH AND MAINTAIN, ANY AND ALL LICENSES, APPROVALS, NOTIFICATIONS,
REGISTRATIONS OR PERMITS REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS, EXCEPT TO
THE EXTENT THAT FAILURE TO DO SO COULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; PROVIDED THAT IN NO EVENT SHALL THE BORROWER OR ITS
SUBSIDIARIES BE REQUIRED TO MODIFY THE TERMS OF LEASES, OR RENEWALS THEREOF,
WITH EXISTING TENANTS (I) AT PROJECTS OWNED BY THE BORROWER OR ITS SUBSIDIARIES
AS OF THE DATE HEREOF, OR (II) AT PROJECTS HEREAFTER ACQUIRED BY THE BORROWER OR
ITS SUBSIDIARIES AS OF THE DATE OF SUCH ACQUISITION, TO ADD PROVISIONS TO SUCH
EFFECT.
(B)
CONDUCT AND COMPLETE ALL
INVESTIGATIONS, STUDIES, SAMPLING AND TESTING, AND ALL REMEDIAL, REMOVAL AND
OTHER ACTIONS REQUIRED UNDER ENVIRONMENTAL LAWS AND PROMPTLY COMPLY IN ALL
MATERIAL RESPECTS WITH ALL LAWFUL ORDERS AND DIRECTIVES OF ALL GOVERNMENTAL
AUTHORITIES REGARDING ENVIRONMENTAL LAWS, EXCEPT
50
TO THE EXTENT THAT (I) THE SAME ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND THE PENDENCY OF SUCH PROCEEDINGS COULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, OR (II) THE BORROWER HAS DETERMINED
IN GOOD FAITH THAT CONTESTING THE SAME IS NOT IN THE BEST INTERESTS OF THE
BORROWER AND ITS SUBSIDIARIES AND THE FAILURE TO CONTEST THE SAME COULD NOT BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
DEFEND, INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE OFFICERS AND
DIRECTORS, FROM AND AGAINST ANY CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES,
SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE KNOWN OR
UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY RELATING TO THE
VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER ANY ENVIRONMENTAL LAWS
APPLICABLE TO THE OPERATIONS OF THE BORROWER, ITS SUBSIDIARIES OR THE PROJECTS,
OR ANY ORDERS, REQUIREMENTS OR DEMANDS OF GOVERNMENTAL AUTHORITIES RELATED
THERETO, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S AND CONSULTANT'S FEES,
INVESTIGATION AND LABORATORY FEES, RESPONSE COSTS, COURT COSTS AND LITIGATION
EXPENSES, EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING ARISE OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEKING INDEMNIFICATION THEREFOR.
THIS INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF THE
TERMINATION OF THIS AGREEMENT.
(D)
PRIOR TO THE ACQUISITION OF A NEW
PROJECT AFTER THE AGREEMENT EXECUTION DATE, PERFORM OR CAUSE TO BE PERFORMED AN
ENVIRONMENTAL INVESTIGATION WHICH INVESTIGATION SHALL INCLUDE PREPARATION OF A
"PHASE I" REPORT AND, IF APPROPRIATE, A "PHASE II" REPORT, IN EACH CASE PREPARED
BY A RECOGNIZED ENVIRONMENTAL ENGINEER IN ACCORDANCE WITH CUSTOMARY STANDARDS
WHICH DISCLOSES THAT THE SUCH PROJECT IS NOT IN VIOLATION OF THE REPRESENTATIONS
AND COVENANTS SET FORTH IN THIS AGREEMENT, UNLESS SUCH VIOLATION HAS BEEN
DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT AND REMEDIATION ACTIONS
SATISFACTORY TO THE ADMINISTRATIVE AGENT ARE BEING TAKEN, AND AT A MINIMUM
COMPLY WITH THE SPECIFICATIONS AND PROCEDURES ATTACHED HERETO AS