Common use of Covenants of Indemnitor Clause in Contracts

Covenants of Indemnitor. (a) Borrower shall neither use nor permit any third party to use, generate, manufacture, produce, store, or Release, on, under or about the Property, or transfer to or from the Property, any Hazardous Substance except De Minimis Amounts in compliance with all applicable Environmental Laws, provided that if any third party, by act or omission or by intent or accident, allows any foregoing action to occur, Borrower shall promptly remedy such condition, at its sole expense and responsibility, in accordance with Paragraph 5 below. Furthermore, Borrower shall not permit any liens under any Environmental Law to be placed on any portion of the Property. (b) Borrower has complied, and shall comply and require all occupants of the Property, regardless of length of occupancy, to comply, at Borrower’s sole expense and responsibility, with all Environmental Laws governing or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers of all or any portion of the Property. (c) Indemnitor shall promptly notify Lender in writing if Indemnitor, including, without limitation, any officer, director, employee, agent, affiliate, joint venture, or partner of Indemnitor, has any actual knowledge or notice of the following: (i) that any statement in Paragraph 2 of this Agreement is no longer accurate, (ii) any lien, action or notice affecting the Property or Indemnitor resulting from any violation or alleged violation of the Environmental Law, (iii) the institution of any investigation, inquiry or proceeding concerning Indemnitor or the Property pursuant to any Environmental Law or otherwise relating to Hazardous Substances (except for De Minimis Amounts), or (iv) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any respect if made at the time of such discovery. (d) Indemnitor’s obligations under this Agreement shall not be diminished or affected in any respect as a result of any notice, disclosure or knowledge, if any, to or by any of the Indemnified Parties of the Release, presence, existence or threatened Release of Hazardous Substances in, on, around, or potentially affecting the Property or the soil, groundwater or soil vapor on or under the Property, or of any matter covered by Indemnitor’s obligations hereunder. No Indemnified Party shall be deemed to have permitted, caused, contributed to or acquiesced in any such Release, presence, existence or threatened Release of Hazardous Substances or any other matter covered by Indemnitor’s obligations hereunder solely because Lender or any other Indemnified Party had notice, disclosure or knowledge thereof, whether at the time this Agreement is delivered or at any other time. (e) Indemnitor shall conduct and complete, to Lender’s satisfaction, all remedial, removal, and other actions necessary to clean up and remove Hazardous Substances (other than De Minimis Amounts) in, on, or materially affecting the Property: (i) in accordance with all applicable Environmental Laws; and (ii) in accordance with all applicable orders and directives of all governmental authorities. Indemnitor shall provide to Lender copies of all results and reports relating to such remedial, removal, and other actions.

Covenants of Indemnitor. Indemnitor covenants and agrees to and with Lender with respect to the Property, that at all times, and at Indemnitor’s sole cost and expense: (a) Borrower Indemnitor shall neither use nor keep or cause the Property to be kept free of Hazardous Substances and not cause or permit any third party the Property to use, be used to generate, manufacture, producerefine, transport, treat, store, handle, dispose, produce or Releaseprocess Hazardous Substances except, onin each case, under or about the Property, or transfer to or from the Property, any Hazardous Substance except De Minimis Amounts in compliance with all applicable Environmental Laws, provided that if any third party, by act or omission or by intent or accident, allows any foregoing action to occur, Borrower shall promptly remedy such condition, at its sole expense and responsibility, in accordance with Paragraph 5 below. Furthermore, Borrower shall not permit any liens under any Environmental Law to be placed on any portion of the Property. ; (b) Borrower has compliedIndemnitor shall use commercially reasonable efforts to ensure compliance by all tenants, owners, operators and shall comply and require all occupants occupants, if any, of the Property, regardless of length of occupancy, to comply, at Borrower’s sole expense and responsibility, Property with all Environmental Laws governing and will use commercially reasonable diligent efforts to ensure that all such tenants, owners, operators and occupants obtain and comply with any and all required approvals, registration or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers of all or any portion of the Property. permits in connection with Environmental Laws; (c) Indemnitor shall promptly not store, utilize, generate, treat, transport or dispose (or acquiesce in the storage, utilization, generation, transportation, treatment or disposal of) any Hazardous Substances on, at, under or from the Property except in accordance with all Environmental Laws; (d) Indemnitor shall immediately notify Lender in writing if Indemnitor, including, without limitation, any officer, director, employee, agent, affiliate, joint venture, or partner of Indemnitor, has any actual knowledge or notice of the following: (i) that any statement in Paragraph 2 of this Agreement is no longer accurate, (ii) any lien, action or notice affecting the Property or Indemnitor resulting from any violation or alleged violation of the Environmental Law, (iii) the institution of any investigation, inquiry or proceeding concerning Indemnitor or the Property pursuant to any Environmental Law or otherwise relating to Hazardous Substances (except for De Minimis Amounts), or (iv) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any respect if made at the time of such discovery. (d) Indemnitor’s obligations under this Agreement shall not be diminished or affected in any respect as a result of any notice, disclosure or knowledge, if any, to or by any of the Indemnified Parties of the Releasestorage, presence, existence utilization, generation, transportation or threatened Release disposal of any Hazardous Substances in, on, around, or potentially affecting the Property or the soil, groundwater or soil vapor on at or under the Property, or of any matter covered by Indemnitor’s obligations hereunder. No Indemnified Party shall be deemed to have permitted, caused, contributed to or acquiesced in any such Release, presence, existence or threatened Release of Hazardous Substances or any other matter covered by Indemnitor’s obligations hereunder solely because Lender or any other Indemnified Party had notice, disclosure or knowledge thereof, whether at the time this Agreement is delivered or at any other time. (e) Indemnitor shall conduct and complete, to Lender’s satisfaction, all remedial, removal, and other actions necessary to clean up and remove Hazardous Substances (Property other than De Minimis Amounts) in, on, or materially affecting the Property: (i) in accordance with all applicable Environmental Laws upon obtaining knowledge thereof, (ii) Indemnitor’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Environmental Law and (iii) the occurrence of any Hazardous Substances Release, or any pending or threatened Regulatory Actions, or any written claims made by any Governmental Authority or third party, relating to any Hazardous Substances or Hazardous Substances Release on, from or affecting the Property; (e) Indemnitor shall reasonably promptly furnish Lender with copies of any correspondence or legal pleadings or documents in connection with any matter referenced in subdivision (d) above, and keep Lender or cause Lender to be kept apprised of the status of, and any material developments in connection with, such matters, it being acknowledged and agreed that Lender shall have the right, but shall not be obligated, to notify any Governmental Authority of any state of facts which may come to its attention with respect to any Hazardous Substances or Hazardous Substances Release on, from or affecting the Property, to the extent the same is in violation of Environmental Laws; (f) Indemnitor shall not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, enter into any settlement agreement, consent decree or other compromise with respect to any Regulatory Action or other claim, action or proceeding relating to Hazardous Substances in relation to the Property for which Indemnitor does not have the funds available to pay or which may adversely affect the lien of the Loan Documents on, or the value of, the Property; and (iig) in accordance with all applicable orders and directives the event of all governmental authorities. any storage, presence, utilization, generation, transportation, treatment or disposal of Hazardous Substances on, at or under the Property in a manner which is violative of any Environmental Laws, or in the event of any Hazardous Substances Release on, from or affecting the Property, Indemnitor shall provide promptly, at the direction of any Governmental Authority, take all actions to Lender copies of all results and reports relating Remediate the Property that are required by any Federal, state or local Governmental Authority or are otherwise necessary to such remedial, removal, and other actionscause the Property to be in compliance with Environmental Laws (subject to force majeure).

Covenants of Indemnitor. (a) Borrower shall neither use nor permit any third party to use, generate, manufacture, produce, store, or Release, on, under or about the Property, or transfer to or from the Property, any Hazardous Substance except De Minimis Minimus Amounts in compliance with all applicable Environmental Laws; provided, provided however, that if any third party, by act or omission or by intent or accident, allows any of the foregoing action actions to occur, Borrower Indemnitor shall promptly remedy such condition, at its their sole expense and responsibility, in accordance with Paragraph 5 below. Furthermore, Borrower Indemnitor shall not permit any environmental liens under any Environmental Law to be placed on any portion of the Property. (b) Borrower has complied, and shall comply and require all occupants of the Property, regardless of length of occupancy, to comply, at BorrowerIndemnitor’s sole expense and responsibility, with all Environmental Laws governing or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers of all or any portion of the Property. (c) Indemnitor shall promptly notify Lender Agent in writing if Indemnitor, including, without limitation, any officer, director, employee, agent, affiliate, joint venturepartner, or partner joint venturer, of any Indemnitor, has any actual knowledge or notice of the following: (i) that any statement in Paragraph 2 of this Agreement is no longer accurate, (ii) any lien, action or notice affecting the Property or Indemnitor resulting from any violation or alleged violation of the Environmental Law, (iii) the institution of any investigation, inquiry or proceeding concerning Indemnitor or the Property pursuant to any Environmental Law or otherwise relating to Hazardous Substances (except for De Minimis Amounts)Substances, or (iv) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any respect if made at the time of such discovery. (d) Indemnitor’s obligations under this Agreement shall not be diminished or affected in any respect as a result of any notice, disclosure or knowledge, if any, to or by any of the Indemnified Parties of the Release, presence, existence or threatened Release of Hazardous Substances in, on, around, or potentially affecting the Property or the soil, groundwater or soil vapor on or under the Property, or of any matter covered by Indemnitor’s obligations hereunder. No Indemnified Party shall be deemed to have permitted, caused, contributed to or acquiesced in any such Release, presence, existence or threatened Release of Hazardous Substances or any other matter covered by Indemnitor’s obligations hereunder solely because Lender Agent or any other Indemnified Party had notice, disclosure or knowledge thereof, whether at the time this Agreement is delivered or at any other time. (e) Indemnitor shall conduct and complete, to LenderAgent’s satisfaction, all remedial, removal, and other actions necessary to clean up and remove Hazardous Substances (other than De Minimis Amounts) in, on, or materially affecting the Property: (i) in accordance with all applicable Environmental Laws; and (ii) in accordance with all applicable orders and directives of all governmental authorities. Indemnitor shall provide to Lender Agent copies of all results and reports relating to such remedial, removal, and other actions.

Covenants of Indemnitor. (a) Borrower Indemnitor shall neither use nor permit any third party to use, generate, manufacture, produce, store, or Release, on, under or about the Property, or transfer to or from the Property, any Hazardous Substance except De Minimis Amounts in compliance with all applicable Environmental Laws, provided that if any third party, by act or omission or by intent or accident, allows any foregoing action to occur, Borrower Indemnitor shall promptly remedy such condition, or cause such condition to be remedied, at its sole expense and responsibility, in accordance with Paragraph Section 5 below. Furthermore, Borrower Indemnitor shall not permit any liens under any Environmental Law to be placed on any portion of the Property. (b) Borrower Indemnitor has complied, and shall comply and require all occupants of the Property, regardless of length of occupancy, to comply, at BorrowerIndemnitor’s sole expense and responsibility, with all Environmental Laws governing or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers of all or any portion of the Property. (c) Indemnitor shall promptly notify Lender in writing if Indemnitor, including, without limitation, any member, manager, officer, director, employee, agent, affiliate, joint venturedirector, partner, or partner joint venturer, of Indemnitor, has any actual knowledge or notice of the following: (i) that any statement in Paragraph Section 2 of this Agreement is no longer accurate, (ii) any lien, action or notice affecting the Property or Indemnitor resulting from any violation or alleged violation of the Environmental Law, (iii) the institution of any investigation, inquiry or proceeding concerning Indemnitor or the Property pursuant to any Environmental Law or otherwise relating to Hazardous Substances (except for De Minimis Amounts), or (iv) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any respect if made at the time of such discovery. (d) Indemnitor’s obligations under this Agreement shall not be diminished or affected in any respect as a result of any notice, disclosure or knowledge, if any, to or by any of the Indemnified Parties of the Release, presence, existence or threatened Release of Hazardous Substances in, on, around, or potentially affecting the Property or the soil, groundwater or soil vapor on or under the Property, or of any matter covered by Indemnitor’s obligations hereunder. No Indemnified Party shall be deemed to have permitted, caused, contributed to or acquiesced in any such Release, presence, existence or threatened Release of Hazardous Substances or any other matter covered by Indemnitor’s obligations hereunder solely because Lender or any other Indemnified Party had notice, disclosure or knowledge thereof, whether at the time this Agreement is delivered or at any other time. (e) Indemnitor shall conduct and complete, to Lender’s satisfaction, all remedial, removal, and other actions necessary to clean up and remove Hazardous Substances (other than De Minimis Amounts) in, on, or materially affecting the Property: (i) in accordance with all applicable Environmental Laws; and (ii) in accordance with all applicable orders and directives of all governmental authorities. Indemnitor shall provide to Lender copies of all results and reports relating to such remedial, removal, and other actions.