Environmental and Hazardous Substances. The following representations and warranties of Grantor are made without regard to whether Beneficiary or any Secured Creditor has, or hereafter obtains, any knowledge or report of the environmental condition of the Mortgaged Property: (a) To Grantor’s knowledge, the Mortgaged Property and the operations conducted thereon do not violate any applicable Law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise), including without limitation all applicable zoning ordinances and building codes, flood disaster Laws and Environmental Laws; (b) Without limitation of subparagraph (a) immediately preceding, except as previously disclosed in writing to Beneficiary, to Grantor’s knowledge, the Mortgaged Property and operations conducted thereon by the current or prior owner or operator of such Mortgaged Property or operation, are not in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by any Governmental Authority or nongovernmental entity or Person or to any remedial obligations under any Environmental Law; (c) Grantor has used its best efforts to determine and has determined the extent of the existence of Hazardous Substances generated, placed, held, located, disposed of or otherwise released, on, under, from or about the Mortgaged Property and of any release, suspected release, or threatened release, thereof; (d) Grantor has not undertaken, permitted, authorized or suffered and will not undertake, permit, authorize or suffer, the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial or disposal on, under, from or about the Mortgaged Property of any Hazardous Substance, or the transportation to or from the Mortgaged Property of any Hazardous Substance, except in compliance with applicable Laws, regulations and industry standards; (e) Except as otherwise previously disclosed to Beneficiary in writing, there is no pending or threatened litigation or proceeding before any Governmental Authority in which any Person alleges the presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance; (f) Except as otherwise previously disclosed to Beneficiary in writing, Grantor has not received any notice and has no actual or constructive knowledge that any Governmental Authority or any employee or agent thereof has determined that there is or has been a presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance; (g) Except as previously disclosed to Beneficiary in writing, there have been no communications or agreements with any Governmental Authority or agency (federal, state or local) or any private Person, including, but not limited to, any prior owner or operator of the Mortgaged Property, relating in any way to any liability arising from, or the violation of any Law, regulation or industry standard relating to, the presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance except for communications made in the ordinary course of business in connection with permits, reports, and routine inspections issued, prepared or conducted by Government Authorities having jurisdiction over the Mortgaged Property; (h) Grantor will permit Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance and pay all attorneys’ fees incurred by Beneficiary in connection therewith; (i) Grantor has been issued all required federal, state and local licenses, certificates or permits relating to, and Grantor and its facilities, business assets, property, leaseholds and equipment are in compliance in all respects with all applicable federal, state and local Laws, rules and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid waste disposal, hazardous wastes or materials, or other environmental, health or safety matters; (j) Grantor has no material contingent liability in connection with any release or threatened release of any Hazardous Substance into the indoor or outdoor environment; (k) The use which Grantor or any owner or operator of the Mortgaged Property makes or intends to make of the Mortgaged Property will not result in any disposal or other release of any Hazardous Substance on, from, or to the Mortgaged Property which disposal or release would constitute a violation of any Environmental Law or any other applicable Law or regulation or industry standard. Grantor recognizes and acknowledges that, in entering into the transactions evidenced by the Loan Documents and the other agreements evidencing or governing the Secured Obligations and making the extensions of credit creating Secured Obligations, Beneficiary and Secured Creditors are expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations without any obligation to investigate the Mortgaged Property and notwithstanding any investigation of the Mortgaged Property by Beneficiary or any Secured Creditor; that such reliance exists on the part of Beneficiary and Secured Creditors prior thereto; that such warranties and representations are a material inducement to Secured Creditors in making the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations; and that Secured Creditors would not be willing to make the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations in the absence of any of such warranties and representations.
Appears in 2 contracts
Samples: Credit Agreement (Powersecure International, Inc.), Term Credit Agreement (Powersecure International, Inc.)
Environmental and Hazardous Substances. The following representations -------------------------------------- and warranties of Grantor are made without regard to whether Beneficiary or any Secured Creditor has, or hereafter obtains, any knowledge or report of the environmental condition of the Mortgaged Property:
(a) To Grantor’s knowledge, the The Mortgaged Property and the operations conducted thereon do not violate any applicable Lawlaw, statute, ordinance, rule, regulation, order order, or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise), including without limitation all applicable zoning ordinances and building codes, flood disaster Laws laws and Environmental Laws;.
(b) Without limitation of subparagraph (aSection 3.10(a) immediately preceding, except as previously disclosed in writing to Beneficiary, to Grantor’s knowledge, the --------------- Mortgaged Property and operations conducted thereon by the current or prior owner or operator of such Mortgaged Property or operationProperty, are not in violation of or subject to any existing, pending pending, or threatened action, suit, investigation, inquiry inquiry, or proceeding by any Governmental Authority governmental or nongovernmental entity or Person person or to any remedial obligations under any Environmental Law;.
(c) All notices, permits, licenses, or similar authorizations, if any, required to be obtained or filed in connection with the ownership, operation, or use of the Mortgaged Property, including, without limitation, the past or present generation, treatment, storage, disposal, or release of a Hazardous Substance into the environment, have been duly obtained or filed.
(d) The Mortgaged Property does not contain any Hazardous Substance.
(e) Grantor has used its best efforts taken all steps necessary to determine and has determined the extent of the existence of that no Hazardous Substances have been generated, treated, placed, held, located, disposed of or otherwise released, released on, under, from from, or about the Mortgaged Property and of any release, suspected release, or threatened release, thereof;Property.
(df) Grantor has not undertaken, permitted, authorized authorized, or suffered and will not undertake, permit, authorize authorize, or suffer, suffer the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial burial, or disposal on, in, under, from or about the Mortgaged Property of any Hazardous Substance, Substance or the transportation to or from the Mortgaged Property of any Hazardous Substance, except in compliance with applicable Laws, regulations and industry standards;.
(eg) Except as otherwise previously disclosed to Beneficiary in writing, there There is no pending or threatened litigation litigation, proceedings, or proceeding investigations before or by any Governmental Authority administrative agency in which any Person person or entity alleges the or is investigating any alleged presence, release, threat of release, placement on, in, under, from or about the Mortgaged Property, or the manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;.
(fh) Except as otherwise previously disclosed to Beneficiary in writing, Grantor has not received any notice notice, and has no actual or constructive knowledge knowledge, that any Governmental Authority or any employee or agent thereof has determined determined, or threatens to determine, or is investigating any allegation that there is or has been a presence, release, threat of release, placement on, in, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial burial, or disposal on, in, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;.
(gi) Except as previously disclosed to Beneficiary in writing, there There have been no communications or agreements with any Governmental Authority or agency (federal, state or local) or any private Personentity, including, but not limited to, any prior owner owners or operator operators of the Mortgaged Property, relating in any way to any liability arising from, or the violation of any Law, regulation or industry standard relating to, the presence, release, threat of release, placement on, under, from under or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial burial, or disposal on, underin, from under or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance.
(j) Neither Grantor nor, to the best knowledge, information and belief of Grantor, any other person, including, but not limited to, any predecessor owner, tenant, licensee, occupant, user, or operator of all or any portion of the Mortgaged Property, has ever caused, permitted, authorized or suffered, and Grantor will not cause, permit, authorize, or suffer, any Hazardous Substance except for communications made to be placed, held, located, or disposed of, on, in, under or about any other real property, all or any portion of which is legally or beneficially owned (or any interest or estate therein which is owned) by Grantor in any jurisdiction now or hereafter having in effect a so-called "superlien" law or ordinance or any part thereof, the ordinary course effect of business which law or ordinance would be to create a lien on the Mortgaged Property to secure any obligation in connection with permits, reports, and routine inspections issued, prepared or conducted by Government Authorities having jurisdiction over the Mortgaged Property;"superlien" law of such other jurisdiction.
(h) Grantor will permit Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance and pay all attorneys’ fees incurred by Beneficiary in connection therewith;
(ik) Grantor has been issued all required federal, state state, and local licenses, certificates certificates, or permits relating to, and Grantor and its facilities, business assets, property, leaseholds leaseholds, and equipment are in compliance in all respects with all applicable federal, state state, and local Lawslaws, rules rules, and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid waste disposal, hazardous wastes waste or materials, or other environmental, health health, or safety matters;
(j) Grantor has no material contingent liability in connection with any release or threatened release of any Hazardous Substance into the indoor or outdoor environment;
(k) The use which Grantor or any owner or operator of the Mortgaged Property makes or intends to make of the Mortgaged Property will not result in any disposal or other release of any Hazardous Substance on, from, or to the Mortgaged Property which disposal or release would constitute a violation of any Environmental Law or any other applicable Law or regulation or industry standard. Grantor recognizes and acknowledges that, in entering into the transactions evidenced by the Loan Documents and the other agreements evidencing or governing the Secured Obligations and making the extensions of credit creating Secured Obligations, Beneficiary and Secured Creditors are expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations without any obligation to investigate the Mortgaged Property and notwithstanding any investigation of the Mortgaged Property by Beneficiary or any Secured Creditor; that such reliance exists on the part of Beneficiary and Secured Creditors prior thereto; that such warranties and representations are a material inducement to Secured Creditors in making the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations; and that Secured Creditors would not be willing to make the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations in the absence of any of such warranties and representations.
Appears in 1 contract
Samples: Deed of Trust (Cellstar Corp)
Environmental and Hazardous Substances. The following representations and warranties of Grantor are made without regard to whether Beneficiary or any Secured Creditor has, or hereafter obtains, any knowledge or report of the environmental condition of the Mortgaged Property:
(a) To Grantor’s knowledge, the Mortgaged Property and the operations conducted thereon do not violate any applicable Lawlaw, statute, ordinance, rule, regulation, order order, or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise), including without limitation all applicable zoning ordinances and building codes, flood disaster Laws laws and Environmental Laws;.
(b) Without limitation of subparagraph (aSection 3.10(a) immediately preceding, except as previously disclosed in writing to Beneficiary, to Grantor’s knowledge, the Mortgaged Property and operations conducted thereon by the current or prior owner or operator of such Mortgaged Property or operationProperty, are not in violation of or subject to any existing, pending pending, or threatened action, suit, investigation, inquiry inquiry, or proceeding by any Governmental Authority governmental or nongovernmental entity or Person person or to any remedial obligations under any Environmental Law;.
(c) To Grantor’s knowledge, all notices, permits, licenses, or similar authorizations, if any, required to be obtained or filed in connection with the ownership, operation, or use of the Mortgaged Property, including, without limitation, the past or present generation, treatment, storage, disposal, or release of a Hazardous Substance (as hereinafter defined) into the environment, have been duly obtained or filed.
(d) To Grantor’s knowledge, the Mortgaged Property does not contain any Hazardous Substance used or stored in violation of Environmental Law.
(e) Grantor has used its best efforts taken all reasonable steps necessary to determine and has determined the extent of the existence of if any Hazardous Substances have been generated, treated, placed, held, located, disposed of or otherwise released, released on, under, from from, or about the Mortgaged Property and of any release, suspected release, or threatened release, thereof;Property.
(df) Grantor has not undertaken, permitted, authorized authorized, or suffered and will not undertake, permit, authorize authorize, or suffer, suffer the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial burial, or disposal on, under, from or about the Mortgaged Property of any Hazardous Substance, Substance or the transportation to or from the Mortgaged Property of any Hazardous Substance, except Substance in compliance with applicable Laws, regulations and industry standards;violation of Environmental Law other than in the ordinary course of operating a surgical hospital.
(eg) Except as otherwise previously disclosed in writing by Grantor to Beneficiary in writingBeneficiary, to Grantor’s knowledge, there is no pending or threatened litigation litigation, proceedings, or proceeding investigations before or by any Governmental Authority administrative agency in which any Person person or entity alleges the or is investigating any alleged presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;Substance in violation of Environmental Law.
(fh) Except as otherwise previously disclosed in writing by Grantor to Beneficiary in writingBeneficiary, Grantor has not received any notice notice, and has no actual or constructive knowledge knowledge, that any Governmental Authority or any employee or agent thereof hereof has determined determined, or threatens to determine, or is investigating any allegation that there is or has been a presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal onburial, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(g) Except as previously disclosed to Beneficiary in writing, there have been no communications or agreements with any Governmental Authority or agency (federal, state or local) or any private Person, including, but not limited to, any prior owner or operator of the Mortgaged Property, relating in any way to any liability arising from, or the violation of any Law, regulation or industry standard relating to, the presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance except for communications made in the ordinary course violation of business in connection with permits, reports, and routine inspections issued, prepared or conducted by Government Authorities having jurisdiction over the Mortgaged Property;
(h) Grantor will permit Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance and pay all attorneys’ fees incurred by Beneficiary in connection therewith;Law.
(i) Except as disclosed in writing by Grantor to Beneficiary, to Grantor’s knowledge there have been no communications or agreements with any Governmental Authority thereof or any private entity, including, but not limited to, any prior owners or operators of the Mortgaged Property, relating in any way to the presence, release, threat of release, placement on, under or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance in violation of Environmental Law.
(j) Neither Grantor nor, to the knowledge of Grantor, any other person, including, but not limited to any, predecessor owner, tenant, licensee, occupant, user, or operator of all or any portion of the Mortgaged Property, has ever caused, permitted, authorized or suffered, and Grantor will not cause, permit, authorize, or suffer, any Hazardous Substance to be placed, held, located, or disposed of, on, under or about any other real property, all or any portion of which is legally or beneficially owned (or any interest or estate therein which is owned) by Grantor in any jurisdiction now or hereafter having in effect a so-called “superlien” law or ordinance or any part thereof, the effect of which law or ordinance would be to create a lien on the Mortgaged Property to secure any obligation in connection with the “superlien” law of such other jurisdiction.
(k) Grantor has received no notice that it has not been issued all required federal, state state, and local licenses, certificates certificates, or permits relating to, and to Grantor’s knowledge Grantor and its facilities, business assets, property, leaseholds leaseholds, and equipment are in compliance in all respects with all applicable federal, state state, and local Lawslaws, rules rules, and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid waste disposal, hazardous wastes waste or materials, or other environmental, health health, or safety matters;
(j) Grantor has no material contingent liability in connection with any release or threatened release of any Hazardous Substance into the indoor or outdoor environment;
(k) The use which Grantor or any owner or operator of the Mortgaged Property makes or intends to make of the Mortgaged Property will not result in any disposal or other release of any Hazardous Substance on, from, or to the Mortgaged Property which disposal or release would constitute a violation of any Environmental Law or any other applicable Law or regulation or industry standard. Grantor recognizes and acknowledges that, in entering into the transactions evidenced by the Loan Documents and the other agreements evidencing or governing the Secured Obligations and making the extensions of credit creating Secured Obligations, Beneficiary and Secured Creditors are expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations without any obligation to investigate the Mortgaged Property and notwithstanding any investigation of the Mortgaged Property by Beneficiary or any Secured Creditor; that such reliance exists on the part of Beneficiary and Secured Creditors prior thereto; that such warranties and representations are a material inducement to Secured Creditors in making the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations; and that Secured Creditors would not be willing to make the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations in the absence of any of such warranties and representations.
Appears in 1 contract
Samples: Deed of Trust (Grubb & Ellis Healthcare REIT II, Inc.)
Environmental and Hazardous Substances. The following representations and warranties of Grantor are made without regard to whether Beneficiary or any Secured Creditor haswill: not use, generate, manufacture, produce, store, release, discharge, treat, or hereafter obtainsdispose of on, any knowledge or report of the environmental condition of the Mortgaged Property:
(a) To Grantor’s knowledge, the Mortgaged Property and the operations conducted thereon do not violate any applicable Law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise), including without limitation all applicable zoning ordinances and building codes, flood disaster Laws and Environmental Laws;
(b) Without limitation of subparagraph (a) immediately preceding, except as previously disclosed in writing to Beneficiary, to Grantor’s knowledge, the Mortgaged Property and operations conducted thereon by the current or prior owner or operator of such Mortgaged Property or operation, are not in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by any Governmental Authority or nongovernmental entity or Person or to any remedial obligations under any Environmental Law;
(c) Grantor has used its best efforts to determine and has determined the extent of the existence of Hazardous Substances generated, placed, held, located, disposed of or otherwise released, onin, under, from or about the Mortgaged Property and of any release, suspected release, or threatened release, thereof;
(d) Grantor has not undertaken, permitted, authorized or suffered and will not undertake, permit, authorize or suffer, the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial or disposal on, under, from or about the Mortgaged Property of any Hazardous Substance, or the transportation transport to or from the Mortgaged Property any Hazardous Substance or allow any other person or entity to do so; keep and maintain the Mortgaged Property in compliance with, and shall not cause or permit the Mortgaged Property to be in violation of, any Environmental Law; establish and maintain, at Grantor’s sole expense, a system to assure and monitor continued compliance with Environmental Laws and the exclusion of Hazardous Substances from the Mortgaged Property, by any and all owners or operators of the Mortgaged Property, which system shall include annual reviews of such compliance by employees or agents of Grantor who are familiar with the requirements of the Environmental Laws and, at the request of Beneficiary no more than once each year, a detailed review of such compliance of the environmental condition of the Mortgaged Property (the “Environmental Report”) in scope satisfactory to Beneficiary by an environmental consulting firm approved in advance by Beneficiary; provided, however, that if any Environmental Report indicates any violation of any Environmental Law or a need for Remedial Work, such system shall include at the request of Beneficiary a detailed review of the status of such violation (a “Supplemental Report”) by such environmental consultant. Grantor shall furnish an Environmental Report or such Supplemental Report to Beneficiary within sixty (60) days after Beneficiary so requests, together with such additional information as Beneficiary may reasonably request; give prompt written notices to Beneficiary of: (i) any proceeding or inquiry by any governmental or nongovernmental entity or person with respect to the presence of any Hazardous SubstanceSubstance on, except in compliance with applicable Laws, regulations and industry standards;
(e) Except as otherwise previously disclosed to Beneficiary in writing, there is no pending or threatened litigation or proceeding before any Governmental Authority in which any Person alleges the presence, release, threat of release, placement onin, under, from or about the Mortgaged Property, the migration thereof from or to other property, the manufacture, handling, generation, transportationdisposal, storage, treatment, discharge, burial, or disposal treatment of any Hazardous Substance generated or used on, under, from under or about the Mortgaged Property, (ii) all claims made or threatened by any third party against Grantor or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(f) Except as otherwise previously disclosed to Beneficiary in writing, Grantor has not received any notice and has no actual or constructive knowledge that any Governmental Authority Property or any employee or agent thereof has determined that there is or has been a presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(g) Except as previously disclosed to Beneficiary in writing, there have been no communications or agreements with any Governmental Authority or agency (federal, state or local) or any private Person, including, but not limited to, any prior other owner or operator of the Mortgaged Property, Property relating in any way to any liability arising fromloss or injury resulting from any Hazardous Substance, or the violation and (iii) Grantor’s discovery of any Law, regulation occurrence or industry standard relating to, condition on any real property adjoining or in the presence, release, threat vicinity of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about Property that could cause the Mortgaged Property, Property or the transportation any part thereof to be subject to any investigation or from cleanup of the Mortgaged Property, of Property pursuant to any Hazardous Substance except for communications made in the ordinary course of business in connection with permits, reports, and routine inspections issued, prepared or conducted by Government Authorities having jurisdiction over the Mortgaged Property;
(h) Grantor will Environmental Law; permit Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance Substance, and Grantor shall pay all attorneys’ fees incurred by Beneficiary in connection therewith;
; if any Remedial Work is reasonably necessary or desirable in the opinion of Beneficiary, Grantor shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (i30) Grantor has been issued all days after written demand by Beneficiary for performance thereof (or such shorter period of time as may be required federal, state and local licenses, certificates or permits relating tounder any Legal Requirement). All Remedial Work shall be performed by contractors approved in advance by Beneficiary, and under the supervision of a consulting engineer approved by Beneficiary. All costs and expenses of such Remedial Work shall be paid by Grantor including, Beneficiary’s reasonable attorneys’ fees and its facilities, business assets, property, leaseholds and equipment are in compliance in all respects with all applicable federal, state and local Laws, rules and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid waste disposal, hazardous wastes or materials, or other environmental, health or safety matters;
(j) Grantor has no material contingent liability costs incurred in connection with any release monitoring or threatened release review of any Hazardous Substance into the indoor such Remedial Work. If Grantor shall fail to timely commence, or outdoor environment;
(k) The use which Grantor cause to be commenced, or any owner fail to diligently prosecute to completion, such Remedial Work, Beneficiary may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or operator incurred in connection therewith, shall become part of the Mortgaged Property makes or intends to make Indebtedness. THE COVENANT CONTAINED IN THIS SECTION SHALL SURVIVE THE RELEASE OF THE LIEN OF THIS DEED OF TRUST, OR THE EXTINGUISHMENT OF THE LIEN BY FORECLOSURE OR ACTION IN LIEU THEREOF. NEGATIVE COVENANTS Grantor hereby unconditionally covenants and agrees with Beneficiary until the entire Indebtedness shall have been paid in full and all of the Mortgaged Property will not result in any disposal or other release of any Hazardous Substance on, from, or to the Mortgaged Property which disposal or release would constitute a violation of any Environmental Law or any other applicable Law or regulation or industry standard. Grantor recognizes Obligations shall have been fully performed and acknowledges that, in entering into the transactions evidenced by the Loan Documents and the other agreements evidencing or governing the Secured Obligations and making the extensions of credit creating Secured Obligations, Beneficiary and Secured Creditors are expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations without any obligation to investigate the Mortgaged Property and notwithstanding any investigation of the Mortgaged Property by Beneficiary or any Secured Creditor; that such reliance exists on the part of Beneficiary and Secured Creditors prior thereto; that such warranties and representations are a material inducement to Secured Creditors in making the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations; and that Secured Creditors would not be willing to make the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations in the absence of any of such warranties and representations.discharged as follows:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)
Environmental and Hazardous Substances. The following representations and warranties of Grantor are made without regard to whether Beneficiary or any Secured Creditor has, or hereafter obtains, any knowledge or report of the environmental condition of the Mortgaged Property:
(a) . To Grantor’s the best knowledge, the information and belief of Grantor: The Mortgaged Property and the operations conducted thereon do not violate any applicable Lawlaw, statute, ordinance, rule, regulation, order order, or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise), including without limitation all applicable zoning ordinances and building codes, flood disaster Laws laws and Environmental Laws;
(b) . Without limitation of subparagraph subsection (a) immediately preceding, except as previously disclosed in writing to Beneficiary, to Grantor’s knowledge, the Mortgaged Property and operations conducted thereon by the current or prior owner or operator of such Mortgaged Property or operationProperty, are not in violation of or subject to any existing, pending pending, or threatened action, suit, investigation, inquiry inquiry, or proceeding by any Governmental Authority governmental or nongovernmental entity or Person person or to any remedial obligations under any Environmental Law;
(c) . All notices, permits, licenses, or similar authorizations, if any, required to be obtained or filed in connection with the ownership, operation, or use of the Mortgaged Property, including, the past or present generation, treatment, storage, disposal, or release of a Hazardous Substance into the environment, have been duly obtained or filed. The Mortgaged Property does not contain any Hazardous Substance. Grantor has used its best efforts taken all steps necessary to determine and has determined the extent of the existence of that no Hazardous Substances have been generated, treated, placed, held, located, disposed of or otherwise released, released on, under, from from, or about the Mortgaged Property and of any release, suspected release, or threatened release, thereof;
(d) Property. Grantor has not undertaken, permitted, authorized authorized, or suffered and will not undertake, permit, authorize authorize, or suffer, suffer the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial burial, or disposal on, in, under, from or about the Mortgaged Property of any Hazardous Substance, Substance or the transportation to or from the Mortgaged Property of any Hazardous Substance, except in compliance with applicable Laws, regulations and industry standards;
(e) Except as otherwise previously disclosed to Beneficiary in writing, there . There is no pending or threatened litigation litigation, proceedings, or proceeding investigations before or by any Governmental Authority administrative agency in which any Person person or entity alleges the or is investigating any alleged presence, release, threat of release, placement on, in, under, from or about the Mortgaged Property, or the manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(f) Except as otherwise previously disclosed to Beneficiary in writing, . Grantor has not received any notice notice, and has no actual or constructive knowledge knowledge, that any Governmental Authority or any employee or agent thereof has determined determined, or threatens to determine, or is investigating any allegation that there is or has been a presence, release, threat of release, placement on, in, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial burial, or disposal on, in, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(g) Except as previously disclosed to Beneficiary in writing, there . There have been no communications or agreements with any Governmental Authority or agency (federal, state or local) or any private Personentity, including, but not limited to, any prior owner owners or operator operators of the Mortgaged Property, relating in any way to any liability arising from, or the violation of any Law, regulation or industry standard relating to, the presence, release, threat of release, placement on, under, from under or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial burial, or disposal on, underin, from under or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance. Neither Grantor nor, to the best knowledge, information and belief of Grantor, any other person, including, but not limited to, any predecessor owner, tenant, licensee, occupant, user, or operator of all or any portion of the Mortgaged Property, has ever caused, permitted, authorized or suffered, and Grantor will not cause, permit, authorize, or suffer, any Hazardous Substance except for communications made to be placed, held, located, or disposed of, on, in, under or about any other real property, all or any portion of which is legally or beneficially owned (or any interest or estate therein which is owned) by Grantor in any jurisdiction now or hereafter having in effect a so-called “superlien” law or ordinance or any part thereof, the ordinary course effect of business which law or ordinance would be to create a lien on the Mortgaged Property to secure any obligation in connection with permits, reports, and routine inspections issued, prepared or conducted by Government Authorities having jurisdiction over the Mortgaged Property;
(h) Grantor will permit Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance and pay all attorneys’ fees incurred by Beneficiary in connection therewith;
(i) “superlien” law of such other jurisdiction. Grantor has been issued all required federal, state state, and local licenses, certificates certificates, or permits relating to, and Grantor and its facilities, business assets, property, leaseholds leaseholds, and equipment are in compliance in all respects with all applicable federal, state state, and local Lawslaws, rules rules, and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid waste disposal, hazardous wastes waste or materials, or other environmental, health health, or safety matters;
(j) Grantor has no material contingent liability in connection with any release or threatened release of any Hazardous Substance into the indoor or outdoor environment;
(k) The use which Grantor or any owner or operator of the Mortgaged Property makes or intends to make of the Mortgaged Property will not result in any disposal or other release of any Hazardous Substance on, from, or to the Mortgaged Property which disposal or release would constitute a violation of any Environmental Law or any other applicable Law or regulation or industry standard. Grantor recognizes and acknowledges that, in entering into the transactions evidenced by the Loan Documents and the other agreements evidencing or governing the Secured Obligations and making the extensions of credit creating Secured Obligations, Beneficiary and Secured Creditors are expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations without any obligation to investigate the Mortgaged Property and notwithstanding any investigation of the Mortgaged Property by Beneficiary or any Secured Creditor; that such reliance exists on the part of Beneficiary and Secured Creditors prior thereto; that such warranties and representations are a material inducement to Secured Creditors in making the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations; and that Secured Creditors would not be willing to make the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations in the absence of any of such warranties and representations.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)
Environmental and Hazardous Substances. The following representations and warranties of Grantor are made without regard to whether Beneficiary or any Secured Creditor has, or hereafter obtains, any knowledge or report of the environmental condition of the Mortgaged Property:will: --------------------------------------
(a) To Grantor’s knowledgenot use, the Mortgaged Property and the operations conducted thereon do not violate any applicable Lawgenerate, statutemanufacture, ordinanceproduce, rulestore, regulationrelease, order discharge, treat, or determination dispose of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise)on, including without limitation all applicable zoning ordinances and building codes, flood disaster Laws and Environmental Laws;
(b) Without limitation of subparagraph (a) immediately preceding, except as previously disclosed in writing to Beneficiary, to Grantor’s knowledge, the Mortgaged Property and operations conducted thereon by the current or prior owner or operator of such Mortgaged Property or operation, are not in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by any Governmental Authority or nongovernmental entity or Person or to any remedial obligations under any Environmental Law;
(c) Grantor has used its best efforts to determine and has determined the extent of the existence of Hazardous Substances generated, placed, held, located, disposed of or otherwise released, onin, under, from or about the Mortgaged Property and of any release, suspected release, or threatened release, thereof;
(d) Grantor has not undertaken, permitted, authorized or suffered and will not undertake, permit, authorize or suffer, the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial or disposal on, under, from or about the Mortgaged Property of any Hazardous Substance, or the transportation transport to or from the Mortgaged Property any Hazardous Substance or allow any other person or entity to do so;
(b) keep and maintain the Mortgaged Property in compliance with, and shall not cause or permit the Mortgaged Property to be in violation of, any Environmental Law;
(c) establish and maintain, at Grantor's sole expense, a system to assure and monitor continued compliance with Environmental Laws and the exclusion of Hazardous Substances from the Mortgaged Property, by any and all owners or operators of the Mortgaged Property, which system shall include annual reviews of such compliance by employees or agents of Grantor who are familiar with the requirements of the Environmental Laws and, at the request of Beneficiary no more than once each year, a detailed review of such compliance of the environmental condition of the Mortgaged Property (the "Environmental Report") in scope satisfactory to Beneficiary by an -------------------- environmental consulting firm approved in advance by Beneficiary; provided, however, that if any Environmental Report indicates any violation of any Environmental Law or a need for Remedial Work, such system shall include at the request of Beneficiary a detailed review of the status of such violation (a "Supplemental Report") by such environmental consultant. -------------------- Grantor shall furnish an Environmental Report or such Supplemental Report to Beneficiary within sixty (60) days after Beneficiary so requests, together with such additional information as Beneficiary may reasonably request;
(d) give prompt written notices to Beneficiary of: (i) any proceeding or inquiry by any governmental or nongovernmental entity or person with respect to the presence of any Hazardous SubstanceSubstance on, except in compliance with applicable Laws, regulations and industry standards;
(e) Except as otherwise previously disclosed to Beneficiary in writing, there is no pending or threatened litigation or proceeding before any Governmental Authority in which any Person alleges the presence, release, threat of release, placement onin, under, from or about the Mortgaged Property, the migration thereof from or to other property, the manufacture, handling, generation, transportationdisposal, storage, treatment, discharge, burial, or disposal treatment of any Hazardous Substance generated or used on, under, from under or about the Mortgaged Property, (ii) all claims made or threatened by any third party against Grantor or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(f) Except as otherwise previously disclosed to Beneficiary in writing, Grantor has not received any notice and has no actual or constructive knowledge that any Governmental Authority Property or any employee or agent thereof has determined that there is or has been a presence, release, threat of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about the Mortgaged Property, or the transportation to or from the Mortgaged Property, of any Hazardous Substance;
(g) Except as previously disclosed to Beneficiary in writing, there have been no communications or agreements with any Governmental Authority or agency (federal, state or local) or any private Person, including, but not limited to, any prior other owner or operator of the Mortgaged Property, Property relating in any way to any liability arising fromloss or injury resulting from any Hazardous Substance, or the violation and (iii) Grantor's discovery of any Law, regulation occurrence or industry standard relating to, condition on any real property adjoining or in the presence, release, threat vicinity of release, placement on, under, from or about the Mortgaged Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial or disposal on, under, from or about Property that could cause the Mortgaged Property, Property or the transportation any part thereof to be subject to any investigation or from cleanup of the Mortgaged Property, of Property pursuant to any Hazardous Substance except for communications made in the ordinary course of business in connection with permits, reports, and routine inspections issued, prepared or conducted by Government Authorities having jurisdiction over the Mortgaged PropertyEnvironmental Law;
(he) Grantor will permit Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance Substance, and Grantor shall pay all attorneys’ ' fees incurred by Beneficiary in connection therewith;
(if) if any Remedial Work is reasonably necessary or desirable in the opinion of Beneficiary, Grantor has been issued shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Beneficiary for performance thereof (or such shorter period of time as may be required federal, state and local licenses, certificates or permits relating tounder any Legal Requirement). All Remedial Work shall be performed by contractors approved in advance by Beneficiary, and under the supervision of a consulting engineer approved by Beneficiary. All costs and expenses of such Remedial Work shall be paid by Grantor including, without limitation, Beneficiary's reasonable attorneys' fees and its facilities, business assets, property, leaseholds and equipment are in compliance in all respects with all applicable federal, state and local Laws, rules and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid waste disposal, hazardous wastes or materials, or other environmental, health or safety matters;
(j) Grantor has no material contingent liability costs incurred in connection with any release monitoring or threatened release review of any Hazardous Substance into the indoor such Remedial Work. If Grantor shall fail to timely commence, or outdoor environment;
(k) The use which Grantor cause to be commenced, or any owner fail to diligently prosecute to completion, such Remedial Work, Beneficiary may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or operator incurred in connection therewith, shall become part of the Mortgaged Property makes or intends to make of the Mortgaged Property will not result in any disposal or other release of any Hazardous Substance onIndebtedness. THE COVENANT CONTAINED IN THIS SECTION 4.21 SHALL SURVIVE THE RELEASE OF ------------ THE LIEN OF THIS DEED OF TRUST, from, or to the Mortgaged Property which disposal or release would constitute a violation of any Environmental Law or any other applicable Law or regulation or industry standard. Grantor recognizes and acknowledges that, in entering into the transactions evidenced by the Loan Documents and the other agreements evidencing or governing the Secured Obligations and making the extensions of credit creating Secured Obligations, Beneficiary and Secured Creditors are expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations without any obligation to investigate the Mortgaged Property and notwithstanding any investigation of the Mortgaged Property by Beneficiary or any Secured Creditor; that such reliance exists on the part of Beneficiary and Secured Creditors prior thereto; that such warranties and representations are a material inducement to Secured Creditors in making the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations; and that Secured Creditors would not be willing to make the loans evidenced by the Notes, extending credit pursuant to the Loan Documents and extending credit creating Secured Obligations in the absence of any of such warranties and representationsOR THE EXTINGUISHMENT OF THE LIEN BY FORECLOSURE OR ACTION IN LIEU THEREOF.
Appears in 1 contract
Samples: Deed of Trust (Cellstar Corp)
