Common use of CERCLA Liability Clause in Contracts

CERCLA Liability. In the event that the Mortgagee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in Mortgagee’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Mortgagee reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Absent gross negligence or willful misconduct, the Mortgagee shall not be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Mortgagee’s actions and conduct as authorized, empowered and directed hereunder or under the other Second-Out Credit Documents or relating to the discharge, release or threatened release of hazardous materials into the environment and the Grantors shall indemnify the Mortgagee pursuant to the provisions hereof in connection with any claim, litigation, investigation or proceedings relating to any of the foregoing.