Common use of Environmental Assessments Clause in Contracts

Environmental Assessments. If any Indemnified Party shall ever have reason to believe that any Hazardous Material affects the Property, or if any Environmental Claim is made or threatened, or if a Default shall have occurred, or upon the occurrence of the Cut-Off Date if requested by any Indemnified Party, Obligors shall at their expense provide to such Indemnified Party from time to time, in each case within thirty (30) days after request by such Indemnified Party, an Environmental Assessment made after the date of such request. Obligors will cooperate with each consulting firm making any such Environmental Assessment and will supply to the consulting firm, from time to time and promptly on request, all information available to Obligors to facilitate the completion of the Environmental Assessment. If Obligors fail to furnish any Indemnified Party within ten (10) days after such Indemnified Party’s request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if Obligors fail to furnish to any Indemnified Party such Environmental Assessment within thirty (30) days after request by such Indemnified Party, the Indemnified Party may cause any such Environmental Assessment to be made at Obligors’ expense and risk. Indemnified Parties and their designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Without limiting the generality of the foregoing, Obligors agree that Indemnified Parties will have all rights, powers and authority to enter and inspect the Property as is granted to the secured lender under applicable law, and that any Indemnified Party will have the right to appoint a receiver to enter and inspect the Property to the extent such authority is provided under applicable law. All reasonable costs and expenses incurred by any Indemnified Party in connection with any Environmental Assessment conducted in accordance with this Section 8 shall be paid by Obligors. Indemnified Parties shall be under no duty to make any Environmental Assessment of the Property, and in no event shall any such Environmental Assessment by any Indemnified Party be or give rise to a representation that any Hazardous Material is or is not present on the Property, or that there has been or shall be compliance with any Environmental Requirement, nor shall Obligors or any other person be entitled to rely on any Environmental Assessment made by or at the request of any Indemnified Party. Indemnified Parties owe no duty of care to protect Obligors or any other person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Property.

Environmental Assessments. If any Indemnified Party shall ever have reason to believe that any Hazardous Material affects the Property, or if any Environmental Claim is made or threatened, or if a Default shall have occurred, or upon the occurrence of the Cut-Off Date if requested by any Indemnified Party, Obligors shall at their expense provide to such Indemnified Party from time to time, in each case within thirty (30) days after request by such Indemnified Party, an Environmental Assessment made after the date of such request. Obligors will cooperate with each consulting firm making any such Environmental Assessment and will supply to the consulting firm, from time to time and promptly on request, all information available to Obligors to facilitate the completion of the Environmental Assessment. If Obligors fail to furnish any Indemnified Party within ten (10) days after such Indemnified Party’s request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if Obligors fail to furnish to any Indemnified Party such Environmental Assessment within thirty (30) days after request by such Indemnified Party, the Indemnified Party may cause any such Environmental Assessment to be made at Obligors’ expense and risk. Indemnified Parties and their designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Without limiting the generality of the foregoing, Obligors agree that Indemnified Parties will have all rights, powers and authority to enter and inspect the Property as is granted to the secured lender under applicable lawCalifornia Civil Code § 2929.5, and that any Indemnified Party will have the right to appoint a receiver to enter and inspect the Property to the extent such authority is provided under applicable law, including the authority given to the secured lender under C.C.P. § 564(c). All reasonable costs and expenses incurred by any Indemnified Party in connection with any Environmental Assessment conducted in accordance with this Section 8 shall be paid by Obligors. Indemnified Parties shall be under no duty to make any Environmental Assessment of the Property, and in no event shall any such Environmental Assessment by any Indemnified Party be or give rise to a representation that any Hazardous Material is or is not present on the Property, or that there has been or shall be compliance with any Environmental Requirement, nor shall Obligors or any other person be entitled to rely on any Environmental Assessment made by or at the request of any Indemnified Party. Indemnified Parties owe no duty of care to protect Obligors or any other person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Property.

Environmental Assessments. If any Indemnified Party shall ever have reason to believe that any Hazardous Material affects the Property, or if any Environmental Claim is made or threatened, or if a Default shall have occurredoccurred and be continuing, or upon the occurrence of the Cut-Off Date if requested by any Indemnified Party, Obligors shall at their expense provide to such Indemnified Party from time to time, in each case within thirty (30) days after request by such Indemnified Party, an Environmental Assessment made after the date of such request. Obligors will cooperate with each consulting firm making any such Environmental Assessment and will supply to the consulting firm, from time to time and promptly on request, all information available to Obligors to facilitate the completion of the Environmental Assessment. If Obligors fail to furnish any Indemnified Party within ten (10) business days after such Indemnified Party’s request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if Obligors fail to furnish to any Indemnified Party such Environmental Assessment within thirty (30) days after request by such Indemnified Party, the Indemnified Party may cause any such Environmental Assessment to be made at Obligors’ expense and risk. Indemnified Parties and their designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Without limiting the generality of the foregoing, Obligors agree that Indemnified Parties will have all rights, powers and authority to enter and inspect the Property as is granted to the secured lender under applicable law, and that any Indemnified Party will have the right to appoint a receiver to enter and inspect the Property to the extent such authority is provided under applicable law. All reasonable costs and expenses incurred by any Indemnified Party in connection with any Environmental Assessment conducted in accordance with this Section 8 shall be paid by Obligors. Indemnified Parties shall be under no duty to make any Environmental Assessment of the Property, and in no event shall any such Environmental Assessment by any Indemnified Party be or give rise to a representation that any Hazardous Material is or is not present on the Property, or that there has been or shall be compliance with any Environmental Requirement, nor shall Obligors or any other person be entitled to rely on any Environmental Assessment made by or at the request of any Indemnified Party. Indemnified Parties owe no duty of care to protect Obligors or any other person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Property.

Environmental Assessments. If any Indemnified Party shall ever the Requisite Lenders have reason reasonable grounds to believe that a material environmental event has occurred with respect to any Hazardous Material affects the Unencumbered Eligible Property, after reasonable notice by the Agent, whether or if any Environmental Claim is made not a Default 55 63 or threatened, or if a an Event of Default shall have occurred, the Requisite Lenders may determine that the affected Unencumbered Eligible Property no longer qualifies as an Unencumbered Eligible Property; provided that prior to making such determination, the Agent shall give the Borrower's Representative (i) reasonable notice and the opportunity to obtain one or upon the occurrence more environmental assessments or audits of the Cut-Off Date if requested such Unencumbered Eligible Property prepared by any Indemnified Party, Obligors shall at their expense provide to such Indemnified Party from time to time, in each case within thirty (30) days after request by such Indemnified Partya hydrogeologist, an Environmental Assessment made after independent engineer or other qualified consultant or expert approved by the date Agent, which approval will not be unreasonably withheld, to evaluate or confirm (A) whether any Release of Hazardous Materials has occurred in the soil or water at such Unencumbered Eligible Property and (B) whether the use and operation of such request. Obligors will cooperate Unencumbered Eligible Property materially complies with each consulting firm making any all Environmental Laws (including not being subject to a matter that is a material environmental event) and (ii) if such Environmental Assessment and will supply assessments or audits discloses that a Release has occurred, a reasonable period to the consulting firm, from time to time and promptly on request, all information available to Obligors to facilitate the completion of the Environmental Assessment. If Obligors fail to furnish any Indemnified Party within ten (10) days after clean up or remediate such Indemnified Party’s request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if Obligors fail to furnish to any Indemnified Party such Environmental Assessment within thirty (30) days after request by such Indemnified Party, the Indemnified Party may cause any such Environmental Assessment to be made at Obligors’ expense and risk. Indemnified Parties and their designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Without limiting the generality of the foregoing, Obligors agree that Indemnified Parties will have all rights, powers and authority to enter and inspect the Property as is granted to the secured lender under applicable law, and that any Indemnified Party will have the right to appoint a receiver to enter and inspect the Property to the extent such authority is provided under applicable law. All reasonable costs and expenses incurred by any Indemnified Party in connection with any Environmental Assessment conducted condition in accordance with this Section 8 applicable Environmental Laws unless such Release could reasonably be expected to have a Material Adverse Effect on the operation, value or financeability of such Property, in which event the consent of the Requisite Lenders must be obtained. Such assessment will then be used by the Requisite Lenders to determine whether a Material Adverse Effect has in fact occurred with respect to such Unencumbered Property. All such environmental assessments shall be paid by Obligors. Indemnified Parties shall be under no duty to make any Environmental Assessment at the sole cost and expense of the Property, and in no event shall any such Environmental Assessment by any Indemnified Party be or give rise to a representation that any Hazardous Material is or is not present on the Property, or that there has been or shall be compliance with any Environmental Requirement, nor shall Obligors or any other person be entitled to rely on any Environmental Assessment made by or at the request of any Indemnified Party. Indemnified Parties owe no duty of care to protect Obligors or any other person against, or to inform them of, any Hazardous Material or other adverse condition affecting the PropertyBorrowers.

Environmental Assessments. A. If any Indemnified Party shall ever have reason Landlord has reasonable cause to believe that any Hazardous Material affects an Environmental Violation may exist on the PropertyPremises, or if Landlord desires to sell or finance the Premises, or if any Environmental Claim is made Mortgagee desires to sell or threatenedparticipate its interest in the Premises, or if requested by the Senior Mortgagee, or if an Event of Default exists, or if there is less than one (1) year remaining prior to the expiration of the Term, then, upon written direction by Landlord to Tenant, Tenant shall engage such persons as Tenant shall select ("Site Reviewers"), such selection subject to the reasonable approval of Landlord, to visit the Premises and perform, as agents of Tenant, such environmental site investigations and assessments ("Site Assessments") as may be necessary to determine whether there exists on the Premises any Environmental Violation, and, if any Environmental Violation exists, to estimate the cost of remediating any such Environmental Violation; provided, however, if an Event of Default exists or if there is less than one year remaining prior to the expiration of the Term, Tenant shall select the Site Reviewer from a Default list of no less than five (5) nationally recognized Site Reviewers, such list to be provided by Landlord, and Landlord shall have occurredthe right to approve the Site Reviewer, or upon such approval to be exercised in a reasonable manner recognizing Landlord's significant interest in the occurrence adequacy of the Cut-Off Date if report and the scope of work to be performed by such Site Reviewer. Landlord shall have the right to approve any guidance or instruction requested by such Site Reviewer during the Site Assessment, and Landlord shall have the right to confirm that any Indemnified Partydraft or final reports furnished by such Site Reviewers conform to approved scope of work, Obligors shall at their expense provide guidance and instructions. if Tenant fails or refuses to such Indemnified Party from time to time, in each case engage Site Reviewers within thirty (30) days after request by such Indemnified Partydirection, an Environmental Assessment made after Landlord may engage the date of such request. Obligors will cooperate with each consulting firm making any such Environmental Assessment and will supply to the consulting firm, from time to time and promptly on request, all information available to Obligors to facilitate the completion of the Environmental AssessmentSite Reviewers. If Obligors fail to furnish any Indemnified Party within ten (10) days after such Indemnified Party’s request with an Event of Default or a copy of an agreement with an acceptable environmental consulting firm to provide such material Environmental AssessmentViolation exists that was caused by Tenant, its employees or agents, or if Obligors fail to furnish to by any Indemnified Party such Environmental Assessment within thirty (30) days after request by such Indemnified PartySubtenant, licensee, concessionaire, contractor or entity acting on behalf of Tenant, or any of their employees or agents, the Indemnified Party may cause cost of any such Environmental Site Assessment to be made at Obligors’ expense and risk. Indemnified Parties and their designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Without limiting the generality of the foregoing, Obligors agree that Indemnified Parties will have all rights, powers and authority to enter and inspect the Property as is granted to the secured lender under applicable law, and that any Indemnified Party will have the right to appoint a receiver to enter and inspect the Property to the extent such authority is provided under applicable law. All reasonable costs and expenses incurred by any Indemnified Party in connection with any Environmental Assessment conducted in accordance with this Section 8 shall be paid by ObligorsTenant. Indemnified Parties In all other cases, the costs of an Environmental Assessment shall be under no duty paid by Landlord (or Landlord shall cause such costs to make be paid by any Mortgagee requesting such Environmental Assessment Assessment) and Tenant may demand adequate assurances that such costs will be paid before engaging the Site Reviewers. Such Site Assessments may, at the option of Landlord, include both above and below the ground testing and such other tests as may be necessary, in the reasonable opinion of the PropertySite Reviewers, and in no event shall to verify the existence of an Environmental Violation or to estimate the cost of remediating any such Environmental Assessment Violation. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Premises as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The Site Reviewers shall include in their report a statement estimating the cost of any Indemnified Party be remediation, monitoring and other compliance program, if any, necessary to cure or give rise to a representation that any Hazardous Material is or is not present on remediate such Environmental Violation. All of the Property, or that there has been or Site Reviewers' work shall be compliance with any Environmental Requirement, nor shall Obligors or any other person be entitled made available to rely on any Environmental Assessment made by or at the request of any Indemnified Party. Indemnified Parties owe no duty of care to protect Obligors or any other person against, or to inform them of, any Hazardous Material or other adverse condition affecting the PropertyLandlord and Tenant.