Common use of Compliance with Environmental Law Clause in Contracts

Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall (a) comply with Environmental Law, and will keep or cause all Real Property to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning any Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.

Appears in 10 contracts

Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

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Compliance with Environmental Law. The Borrower and its the Restricted Subsidiaries shall (a) comply with Environmental Law, Laws and will keep or cause all Real Property to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any Release of Hazardous Material at, on, under or emanating from any Real Property which could would result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or take reasonable efforts to cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any LenderCreditor Party, an appropriate response (as reasonably determined by Borrower) any action required pursuant to Environmental Law to mitigate and eliminate such eventcondition; provided, however, that no Company Borrower Party shall be required to comply with any order or directive which is then being contested by any of them in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAPappropriate proceedings; and (c) if a Release of Hazardous Materials has occurred at any Mortgaged Real Property that reasonably could be expected to form the basis of an Environmental Liability against the Borrower or applicable Restricted Subsidiary or Mortgaged Real Property and which would reasonably be expected to have a Material Adverse Effect, provide, at the written request of Administrative Agent, in its reasonable discretion, provide, and at no cost or expense to Administrative Agent, Collateral Agent or any LenderCreditor Party, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning any such Mortgaged Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted SubsidiariesProperty, conducted by an environmental consulting firm proposed by such Credit Party the Borrower and approved by Administrative Agent in its reasonable discretion discretion, indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Mortgaged Real Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.

Appears in 3 contracts

Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties LLC)

Compliance with Environmental Law. Borrower (a) Holdings will comply, and will cause each of its Restricted Subsidiaries shall (a) comply to comply, with all Environmental LawLaws and permits issued under Environmental Laws applicable to, or required by, the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by Holdings or any of its Restricted Subsidiaries and will keep promptly pay or cause all Real Property to be kept free of any Liens imposed under Environmental Lawpaid all costs and expenses incurred in connection with such compliance, unless, in each case, except for such noncompliance or failure to do so would not pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause . Neither Holdings nor any of their respective tenants its Restricted Subsidiaries will produce, process, manufacture, generate, use, treat, store, Release or occupants to undertakedispose of, at no cost or expense to Administrative Agentpermit the production, Collateral Agent processing, manufacture, generation, use, treatment, storage, Release or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request disposal of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results Materials of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning Environmental Concern on any Real Property now or hereafter owned, leased or operated by Borrower Holdings or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence transport of Hazardous Material and the potential cost Materials of Environmental Concern to or from any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverexcept for such generation, that such request may be made only if (i) there has occurred and is continuing an Event of Defaultuse, treatment, storage, Release, disposal, or (ii) circumstances exist that reasonably transport as could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would not reasonably be expected to have a Material Adverse Effect; if Borrower . (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 7.07(f), (ii) after 30 days have passed since receipt of written notice from the Administrative Agent or any Lender that the Administrative Agent or any Lender reasonably believes that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 7.13(a) and such non-compliance has not been corrected, or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to Article X, Holdings will (in each case) provide, at the sole expense of the Borrower and at the written request of the Administrative Agent, a Phase I environmental site assessment report concerning any such related Mortgaged Property, prepared by an environmental consulting firm reasonably approved by the Administrative Agent indicating, where relevant, the presence or absence of Materials of Environmental Concern and the likely cost of any removal or remedial action in connection with such Materials of Environmental Concern on such Mortgaged Property. If the Borrower fails to provide the same within sixty (60) 45 days after such request was made (or in such longer period as may be approved by Administrative Agentmade, in its reasonable discretion), the Administrative Agent may but is under no obligation to conduct order the same, the cost of which shall be borne by the Borrower, and the Borrower or its Restricted Subsidiary shall grant and hereby grants to the Administrative Agent and its agents, advisors the Lenders and consultants their respective agents reasonable access at reasonable times, and upon reasonable notice to Borrower, to such Real related Mortgaged Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessmentassessment at any reasonable time upon reasonable written notice to Holdings, all at no cost or the sole expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from of the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentBorrower.

Appears in 3 contracts

Samples: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.), First Lien Credit and Guarantee Agreement (Janus International Group, Inc.), First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)

Compliance with Environmental Law. The Borrower and its the Restricted Subsidiaries shall shall: (a) comply with Environmental Law, Laws and will keep or cause all Real Property to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; , (b) in the event of any Release of Hazardous Material at, on, under or emanating from any Real Property which could would result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or take reasonable efforts to cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any LenderCreditor Party, an appropriate response (as reasonably determined by Borrower) any action required pursuant to Environmental Law to mitigate and eliminate such eventcondition; provided, however, that no Company Borrower Party shall be required to comply with any order or directive which is then being contested by any of them in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; appropriate proceedings, and (c) if a Release of Hazardous Materials has occurred at any Mortgaged Real Property that reasonably could be expected to form the basis of an Environmental Liability against the Borrower or applicable Restricted Subsidiary or Mortgaged Real Property and which would reasonably be expected to have a Material Adverse Effect, provide, at the written request of Administrative Agent, in its reasonable discretion, provide, and at no cost or expense to Administrative Agent, Collateral Agent or any LenderCreditor Party, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning any such Mortgaged Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted SubsidiariesProperty, conducted by an environmental consulting firm proposed by such Credit Party the Borrower and approved by Administrative Agent in its reasonable discretion discretion, indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Mortgaged Real Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.

Appears in 2 contracts

Samples: Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)

Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall (a) comply with Environmental LawHoldings and the Borrower will comply, and will keep cause each of their respective Subsidiaries to comply, with all Environmental Laws and permits applicable to, or required by, the ownership, lease or use of, its Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries and will promptly pay or cause all Real Property to be kept free of any Liens imposed under Environmental Lawpaid all costs and expenses incurred in connection with such compliance, unless, in each case, except for such non-compliances or failure to do so would not pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause . Neither Holdings nor any of their respective tenants its Subsidiaries will generate, use, treat, store, dispose of or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request Release Materials of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning Environmental Concern on any Real Property now or hereafter owned, leased or operated by Borrower Holdings or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence transport Materials of Hazardous Material and the potential cost of Environmental Concern to or from any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverexcept for such generation, that such request may be made only if (i) there has occurred and is continuing an Event of Defaultuse, treatment, storage, Release, disposal or (ii) circumstances exist that reasonably transport as could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would not reasonably be expected to have a Material Adverse Effect; if Borrower . (b) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 7.07(f), (ii) after 30 days have passed since receipt of written notice from the Administrative Agent or any Lender that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 7.13(a) and such non-compliance has not been corrected, or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to ARTICLE 10, Holdings, the Borrower and their respective Subsidiaries will (in each case) provide, at the sole expense of the Borrower and at the written request of the Administrative Agent, a Phase I environmental site assessment report concerning any such related Mortgaged Property, prepared by a reputable environmental consulting firm reasonably approved by the Administrative Agent indicating, where relevant, the presence or absence of Materials of Environmental Concern and the likely cost of any removal or remedial action in connection with such Materials of Environmental Concern on such Mortgaged Property. If the Borrower fails to provide the same within sixty (60) 45 days after such request was made (or in such longer period later date as may be approved by Administrative Agent, in its reasonable discretion), the Administrative Agent may but is under no obligation to conduct agree, the Administrative Agent may order the same, the cost of which shall be borne by the Borrower, and the Borrower or its Restricted Subsidiary shall grant and hereby grants grant to the Administrative Agent and its agents, advisors the Lenders and consultants their respective agents reasonable access at reasonable times, and upon reasonable notice to Borrower, to such Real related Mortgaged Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessmentassessment at any reasonable time upon reasonable written notice to Holdings or the Borrower, all at no cost or the sole expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from of the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentBorrower.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)

Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall (a) comply with Environmental LawHoldings and the Borrower will comply, and will keep cause each of their respective Subsidiaries to comply, with all Environmental Laws and permits applicable to, or required by, the ownership, lease or use of, its Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries and will promptly pay or cause all Real Property to be kept free of any Liens imposed under Environmental Lawpaid all costs and expenses incurred in connection with such compliance, unless, in each case, except for such non-compliances or failure to do so would not pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause . Neither Holdings nor any of their respective tenants its Subsidiaries will generate, use, treat, store, dispose of or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request Release Materials of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning Environmental Concern on any Real Property now or hereafter owned, leased or operated by Borrower Holdings or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence transport Materials of Hazardous Material and the potential cost of Environmental Concern to or from any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverexcept for such generation, that such request may be made only if (i) there has occurred and is continuing an Event of Defaultuse, treatment, storage, Release, disposal or (ii) circumstances exist that reasonably transport as could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would not reasonably be expected to have a Material Adverse Effect; if Borrower . (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 7.07(f), (ii) after 30 days have passed since receipt of written notice from the Administrative Agent or any Lender that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 7.13(a) and such non-compliance has not been corrected, or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to ARTICLE 10, Holdings, the Borrower and their respective Subsidiaries will (in each case) provide, at the sole expense of the Borrower and at the written request of the Administrative Agent, a Phase I environmental site assessment report concerning any such related Mortgaged Property, prepared by a reputable environmental consulting firm reasonably approved by the Administrative Agent indicating, where relevant, the presence or absence of Materials of Environmental Concern and the likely cost of any removal or remedial action in connection with such Materials of Environmental Concern on such Mortgaged Property. If the Borrower fails to provide the same within sixty (60) 45 days after such request was made (or in such longer period later date as may be approved by Administrative Agent, in its reasonable discretion), the Administrative Agent may but is under no obligation to conduct agree, the Administrative Agent may order the same, the cost of which shall be borne by the Borrower, and the Borrower or its Restricted Subsidiary shall grant and hereby grants grant to the Administrative Agent and its agents, advisors the Lenders and consultants their respective agents reasonable access at reasonable times, and upon reasonable notice to Borrower, to such Real related Mortgaged Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessmentassessment at any reasonable time upon reasonable written notice to Holdings or the Borrower, all at no cost or the sole expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from of the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentBorrower.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)

Compliance with Environmental Law. Borrower (a) Holdings will comply, and will cause each of its Restricted Subsidiaries shall (a) comply to comply, with all Environmental LawLaws and permits issued under Environmental Laws applicable to, or required by, the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by Holdings or any of its Restricted Subsidiaries and will keep promptly pay or cause all Real Property to be kept free of any Liens imposed under Environmental Lawpaid all costs and expenses incurred in connection with such compliance, unless, in each case, except for such noncompliance or failure to do so would not pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause . Neither Holdings nor any of their respective tenants its Restricted Subsidiaries will produce, process, manufacture, generate, use, treat, store, Release or occupants to undertakedispose of, at no cost or expense to Administrative Agentpermit the production, Collateral Agent processing, manufacture, generation, use, treatment, storage, Release or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request disposal of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results Materials of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning Environmental Concern on any Real Property now or hereafter owned, leased or operated by Borrower Holdings or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence transport of Hazardous Material and the potential cost Materials of Environmental Concern to or from any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverexcept for such generation, that such request may be made only if (i) there has occurred and is continuing an Event of Defaultuse, treatment, storage, Release, disposal, or (ii) circumstances exist that reasonably transport as could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would not reasonably be expected to have a Material Adverse Effect; if Borrower . (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 7.07(f), (ii) after 30 days have passed since receipt of written notice from the Administrative Agent or any Lender that the Administrative Agent or any Lender reasonably believes that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 7.13(a) and such non compliance has not been corrected, or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to Article X, Holdings will (in each case) provide, at the sole expense of the Borrower and at the written request of the Administrative Agent, a Phase I environmental site assessment report concerning any such related Mortgaged Property, prepared by an environmental consulting firm reasonably approved by the Administrative Agent indicating, where relevant, the presence or absence of Materials of Environmental Concern and the likely cost of any removal or remedial action in connection with such Materials of Environmental Concern on such Mortgaged Property. If the Borrower fails to provide the same within sixty (60) 45 days after such request was made (or in such longer period as may be approved by Administrative Agentmade, in its reasonable discretion), the Administrative Agent may but is under no obligation to conduct order the same, the cost of which shall be borne by the Borrower, and the Borrower or its Restricted Subsidiary shall grant and hereby grants to the Administrative Agent and its agents, advisors the Lenders and consultants their respective agents reasonable access at reasonable times, and upon reasonable notice to Borrower, to such Real related Mortgaged Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessmentassessment at any reasonable time upon reasonable written notice to Holdings, all at no cost or the sole expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from of the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentBorrower.

Appears in 2 contracts

Samples: Abl Credit and Guarantee Agreement (Janus International Group, Inc.), Abl Credit and Guarantee Agreement (Janus International Group, Inc.)

Compliance with Environmental Law. The Borrower and its the Restricted Subsidiaries shall (a) comply with Environmental Law, and will keep or cause all Mortgaged Real Property to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any Release of Hazardous Material at, on, under or emanating from any Real Property which could would result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or take reasonable efforts to cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any LenderCreditor Party, an appropriate response (as reasonably determined by Borrower) any action required pursuant to Environmental Law to mitigate and eliminate such eventcondition; provided, however, that no Company Borrower Party shall be required to comply with any order or directive which is then being contested by any of them in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAPappropriate proceedings; and (c) if a Release of Hazardous Materials has occurred at any Mortgaged Real Property that reasonably could be expected to form the basis of an Environmental Liability against the Borrower, Restricted Subsidiary or Mortgaged Real Property and which would reasonably be expected to have a Material Adverse Effect, provide, at the written request of Administrative Agent, in its reasonable discretion, provide, and at no cost or expense to Administrative Agent, Collateral Agent or any LenderCreditor Party, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning any such Mortgaged Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted SubsidiariesProperty, conducted by an environmental consulting firm proposed by such Credit Party the Borrower and approved by Administrative Agent in its reasonable discretion discretion, indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Mortgaged Real Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

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Compliance with Environmental Law. Borrower and its Restricted Subsidiaries The Credit Parties shall (a) comply with Environmental Law, and will keep or cause all Real Property of the Credit Parties to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any such Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning any Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted SubsidiariesCredit Party, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary Credit Party or any Real Property of Borrower or any of its Restricted Subsidiaries Credit Party which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries Credit Party fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary the Credit Parties shall grant and hereby grants grant to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

Compliance with Environmental Law. Borrower Lessee hereby represents, warrants, covenants and its Restricted Subsidiaries agrees with Lessor, as follows: Lessee agrees that it will not intentionally permit the use, generation, manufacture, disposal or storage of any toxic and/or "Hazardous Materials" in, on and/or around the Leased premises now or at any future time. For the purposes of this Lease, "Hazardous Materials" shall include, but shall not be limited to, any substances, material or waste which is or becomes regulated by any state or local governmental or quasi-governmental authority, or by the United States government, or any agency thereof, including but not limited to the United States Environmental Protection Agency (a) collectively referred to herein as the "Governmental Authorities"). Notwithstanding the representations set forth in subparagraph above, Lessor, and Lessee acknowledge and agree that should Lessee use, store or maintain materials in the ordinary course of Lessee's business operations, which constitute Hazardous Materials, Lessee will: Obtain all required licenses, permits and other necessary agreements with respect to the permitted Materials from all applicable Governmental Authorities before using, storing or maintaining such materials in or about the Leased Premises, and; Lessee shall comply with Environmental Lawall laws, statutes, ordinances, regulations, rules, court or administrative orders or decrees, licenses or permits, ("The Applicable Laws") of all applicable Governmental Authorities with respect to the Permitted Materials; and; Lessee shall maintain detailed and accurate books and records of receipt and disposal of the Permitted Material on the Leased Premises in accordance with the general standards of the industry in which Lessee operates, and will keep or cause all Real Property to be kept free such books and records shall account for and shall reveal no discrepancies between the receipt and disposal of such Permitted Materials; and Lessee shall immediately notify Lessor of any Liens imposed under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating notice from any Real Property which could result Governmental Authority received by lessee, or if Lessor should have reason to believe, that the Permitted Materials are being used, or stored in liability under violation of Applicable Laws, or that there are hazardous materials other than the Permitted materials affecting any all or any portion of the Leased Premises. Lessee shall thereafter immediately commence, at its sole expense, all remedial action necessary to eradicate the violations and to bring the Leased Premises in full compliance with all Applicable Laws, and shall diligently pursue to completion such necessary actions. In order to verify Lessee's compliance with this section, Lessor, at any time after receipt of notice of a violation of any Environmental LawApplicable Laws, in each case which would reasonably be expected may contract for the services of persons to have a Material Adverse Effect, undertake, and/or cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an perform environmental site assessment assessments on the Leased Premises at Lessor's expense, to be performed at any time or times upon reasonable notice, and under reasonable conditions. Lessor shall have the option to require specific performance of Lessee's obligations hereunder. Lessee hereby indemnities and holds Lessor and lessor's Lender harmless from and against any loss, liability, cost expense, penalty, litigation, demand, defense, action, proceeding or disbursement (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’s requestincluding reasonable attorneys' fees) concerning any Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence of Hazardous Material and the potential cost of any required action which may be imposed upon Lessor in connection with any Hazardous Material on, at, under the use or emanating from such Real Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event storage of Defaultthe Permitted Materials, or (ii) circumstances exist that reasonably could be expected which may result in connection with Materials other than the Permitted Materials, as they relate to form the basis of an Environmental Action against Borrower leased Premises or any Restricted Subsidiary or any Real Property surrounding areas. It is expressly agreed and understood that upon Lessee's vacation of Borrower or any of its Restricted Subsidiaries which would reasonably be expected the Leased Premises, Lessee, at Lessee's expense, shall leave the leased Premises "environmentally clean", as when delivered to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentLessee.

Appears in 1 contract

Samples: Standard Office Lease (Simulations Plus Inc)

Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall Except as set forth on Schedule 3.1.16 of the Sellers’ Disclosure Schedule (a) comply during the last three (3) years neither Xxxxxx’x nor any Seller has received any written notice from a Governmental Authority or third party that alleges that any Seller, any of the Leased Property, Real Property or Premises, or any property or facility previously owned or operated in connection with the Business are: not in compliance with any Environmental Law; are liable or potentially liable for investigation or remediation of, or natural resource damages associated with, a release or threatened release of a Hazardous Substance; or are liable or potentially liable for damages to people or property resulting from the presence or release of, or exposure to, Hazardous Substances (and neither Xxxxxx’x nor any Seller has Knowledge of any of the foregoing), (b) Sellers hold, have timely filed for any necessary renewals of, are in compliance with, and have at all times been in compliance with, in each case in all material respects, all Permits required under Environmental Laws to conduct the Business and for the ownership of the Assets, and are and for the last five(5) years have been in compliance, in all material respects, with all Environmental Laws, (c) no Seller is subject to or bound by any court decree or order or judgment relating to liabilities under or compliance with any Environmental Law, and will keep (d) no Seller has generated, treated, stored, released or cause all Real Property to be kept free of any Liens imposed under Environmental Lawdisposed of, unlessarranged for the disposal of, or otherwise placed, deposited in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, or located on, under or emanating from any from, the Leased Property, the Real Property which could result or the Premises, or exposed any person to, any Hazardous Substances, and neither any of the foregoing properties nor any property or facility previously owned or operated in liability connection with the Business is contaminated by any Hazardous Substances, except in material compliance with all Environmental Laws, in a manner that would not create liabilities under Environmental Laws, (e) neither the Business nor, with respect to the Business, any Seller has either expressly or a violation by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental LawLaws, and (f) there are no above ground or underground tanks, asbestos-containing materials in any form or condition, materials or equipment containing polychlorinated biophenyls, or landfills, surface impoundments or disposal areas on the Leased Property, the Real Property or the Premises. The Sellers have provided to Purchaser true and correct copies of all environmental audit and assessment reports within their possession or reasonable control and all other documents materially bearing on environmental liabilities, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance relating to the extent required in accordance with GAAP; and (c) at the written request of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitationLeased Property, the results of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning any Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverthe Premises or the Business, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentwherever conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landrys Restaurants Inc)

Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall (a) comply with Environmental LawHoldings and the Borrower will comply, and will keep cause each of their respective Subsidiaries to comply, with all Environmental Laws and permits applicable to, or required by, the ownership, lease or use of, its Real Property now or hereafter owned, leased or operated by Holdings or any of its Subsidiaries and will promptly pay or cause all Real Property to be kept free of any Liens imposed under Environmental Lawpaid all costs and expenses incurred in connection with such compliance, unless, in each case, except for such non-compliances or failure to do so would not pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause . Neither Holdings nor any of their respective tenants its Subsidiaries will generate, use, treat, store, Release or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request dispose of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results Materials of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning Environmental Concern on any Real Property now or hereafter owned, leased or operated by Borrower Holdings or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence transport Materials of Hazardous Material and the potential cost of Environmental Concern to or from any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverexcept for such generation, that such request may be made only if (i) there has occurred and is continuing an Event of Defaultuse, treatment, storage, Release, disposal, or (ii) circumstances exist that reasonably transport as could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would not reasonably be expected to have a Material Adverse Effect; if Borrower . (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 7.07(f), (ii) after 15 days have passed since receipt of written notice from Administrative Agent or any Lender that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 7.13(a) and such non-compliance has not been corrected, or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to ARTICLE 10, Holdings, the Borrower and their respective Subsidiaries will (in each case) provide, at the sole expense of the Borrower and at the written request of the Administrative Agent, a Phase I environmental site assessment report concerning any such related Mortgaged Property, prepared by an environmental consulting firm reasonably approved by the Administrative Agent indicating, where relevant, the presence or absence of Materials of Environmental Concern and the likely cost of any removal or remedial action in connection with such Materials of Environmental Concern on such Mortgaged Property. If the Borrower fails to provide the same within sixty (60) 45 days after such request was made (or in such longer period later date as may be approved by Administrative Agent, in its reasonable discretion), the Administrative Agent may but is under no obligation to conduct agree, the Administrative Agent may order the same, the cost of which shall be borne by the Borrower, and the Borrower or its Restricted Subsidiary shall grant and hereby grants grant to the Administrative Agent and its agents, advisors the Lenders and consultants their respective agents reasonable access at reasonable times, and upon reasonable notice to Borrower, to such Real related Mortgaged Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessmentassessment at any reasonable time upon reasonable written notice to Holdings or the Borrower, all at no cost or the sole expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from of the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentBorrower.

Appears in 1 contract

Samples: Abl Credit and Guarantee Agreement (ATI Intermediate Holdings, LLC)

Compliance with Environmental Law. Borrower (a) Holdings will comply, and will cause each of its Restricted Subsidiaries shall (a) comply to comply, with all Environmental LawLaws and permits issued under Environmental Laws applicable to, or required by, the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by Holdings or any of its Restricted Subsidiaries and will keep promptly pay or cause all Real Property to be kept free of any Liens imposed under Environmental Lawpaid all costs and expenses incurred in connection with such compliance, unless, in each case, except for such noncompliance or failure to do so would not pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause . Neither Holdings nor any of their respective tenants its Restricted Subsidiaries will produce, process, manufacture, generate, use, treat, store, Release or occupants to undertakedispose of, at no cost or expense to Administrative Agentpermit the production, Collateral Agent processing, manufacture, generation, use, treatment, storage, Release or any Lender, an appropriate response (as reasonably determined by Borrower) to such event; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the written request disposal of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results Materials of any soil or groundwater or other testing conducted at Administrative Agent’s request) concerning Environmental Concern on any Real Property now or hereafter owned, leased or operated by Borrower Holdings or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence transport of Hazardous Material and the potential cost Materials of Environmental Concern to or from any required action in connection with any Hazardous Material on, at, under or emanating from such Real Property; provided, howeverexcept for such generation, that such request may be made only if (i) there has occurred and is continuing an Event of Defaultuse, treatment, storage, Release, disposal, or (ii) circumstances exist that reasonably transport as could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would not reasonably be expected to have a Material Adverse Effect; if Borrower . (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 7.07(f), (ii) after 30 days have passed since receipt of written notice from the Administrative Agent or any Lender that the Administrative Agent or any Lender reasonably believes that Holdings or any of its Restricted Subsidiaries are not in compliance with Section 7.13(a) and such noncompliance has not been corrected, or (iii) in the event that the Administrative Agent or the Lenders have exercised any of the remedies pursuant to Article X, Holdings will (in each case) provide, at the sole expense of the Borrower and at the written request of the Administrative Agent, a Phase I environmental site assessment report concerning any such related Mortgaged Property, prepared by an environmental consulting firm reasonably approved by the Administrative Agent indicating, where relevant, the presence or absence of Materials of Environmental Concern and the likely cost of any removal or remedial action in connection with such Materials of Environmental Concern on such Mortgaged Property. If the Borrower fails to provide the same within sixty (60) 45 days after such request was made (or in such longer period as may be approved by Administrative Agentmade, in its reasonable discretion), the Administrative Agent may but is under no obligation to conduct order the same, the cost of which shall be borne by the Borrower, and the Borrower or its Restricted Subsidiary shall grant and hereby grants to the Administrative Agent and its agents, advisors the Lenders and consultants their respective agents reasonable access at reasonable times, and upon reasonable notice to Borrower, to such Real related Mortgaged Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessmentassessment at any reasonable time upon reasonable written notice to Holdings, all at no cost or the sole expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable efforts to obtain from of the firm conducting any such assessment usual and customary agreements to secure liability insurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessmentBorrower.

Appears in 1 contract

Samples: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)

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