|
202202060
<br />have been disposed of or otherwise released on or onto the Property or any adjacent property from
<br />the Property, except where the same could not reasonably be expected to result in a Material
<br />Adverse Effect. Mortgagor will not cause or permit the disposal or other release of any hazardous
<br />substance or solid waste at, into, upon or under the Property or any adjacent property from the
<br />Property and covenants and agrees to keep or cause the Property to be kept free of any hazardous
<br />substance or solid waste (except as is required in the ordinary course of business, such use, and
<br />temporary storage in anticipation of use in compliance with Applicable Environmental Laws), and
<br />to remove the same (or if removal is prohibited by any Requirement of Law, to take whatever action
<br />is required by any Requirement of Law) promptly upon discovery except where the same could not
<br />reasonably be expected to result in a Material Adverse Effect. Upon Administrative Agent's
<br />request during the existence and continuance of a Default, Mortgagor will provide at Mortgagor's
<br />sole expense an inspection or audit of the Property from an engineering or consulting firm approved
<br />by Administrative Agent, indicating the presence or absence of hazardous substances and solid
<br />waste on the Property and compliance with Applicable Environmental Laws and this Section.
<br />(h) Defense of Mortgage. If the validity or priority of this Mortgage or of any rights, titles,
<br />Liens, privileges, or security interests created or evidenced hereby with respect to the Property or any part
<br />thereof or the title of Mortgagor to the Property or any part thereof shall be endangered or questioned or
<br />shall be attacked directly or indirectly or if any legal proceedings are instituted against Mortgagor with
<br />respect thereto, Mortgagor will give prompt written notice thereof to Administrative Agent and at
<br />Mortgagor's own cost and expense will diligently endeavor to cure any defect that may be developed or
<br />claimed, and will take all necessary and proper steps for the defense of such legal proceedings, including,
<br />but not limited to, the employment of counsel, the prosecution or defense of litigation and the release or
<br />discharge of all adverse claims, and Trustee and Administrative Agent, or either of them (whether or not
<br />named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take
<br />such additional steps as in their judgment and discretion may be necessary or proper for the defense of any
<br />such legal proceedings or the protection of the validity or priority of this Mortgage and the rights, titles,
<br />Liens, privileges, and security interests created or evidenced hereby, including but not limited to the
<br />employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge
<br />of any adverse claims made with respect to the Property, the purchase or payment of any tax or tax title and
<br />the removal of prior Liens, privileges, or security interests, and all expenditures so made of every kind and
<br />character shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay)
<br />owing by Mortgagor to Administrative Agent or Trustee (as the case may be) and shall bear interest from
<br />the date expended until paid at the rate set forth in Section 2.9(c) of the Credit Agreement, and the party
<br />incurring such expenses shall be subrogated to all rights of the person receiving such payment.
<br />(i) Insurance. Mortgagor will carry insurance as provided in the Credit Agreement. All
<br />policies evidencing such insurance shall contain clauses providing that the proceeds thereof shall be payable
<br />to Administrative Agent as its interest may appear and providing that such policies may not be canceled or
<br />reduced or otherwise affected in any materially adverse way without at least thirty (30) days' prior written
<br />notice to Administrative Agent; provided that, notwithstanding any such loss payee or mortgagee
<br />designation, so long as no Default exists, any payments under such insurance shall be made solely to
<br />Mortgagor for application as required and permitted by Section 2.6 of the Credit Agreement. Upon request
<br />by Administrative Agent, Mortgagor shall deliver to Administrative Agent the original policies, evidence
<br />of payment of premiums, certificates evidencing renewals, and such other information regarding such
<br />insurance as Administrative Agent may reasonably request. In the event of any loss under any insurance
<br />policies so carried by Mortgagor, Administrative Agent shall, after it has determined in its sole judgment
<br />that Mortgagor has failed to commence or diligently pursue efforts to collect the same, have the right (but
<br />not the obligation) to make proof of loss and collect the same, and all amounts so received shall be applied
<br />toward costs, charges and expenses (including reasonable attorneys' fees), if any, incurred in the collection
<br />thereof, then to the order of Mortgagor for use for repairs and replacement of any loss, unless a Default is
<br />20
<br />144646513
<br />
|