Common use of Environmental Disclosure and Inspection Clause in Contracts

Environmental Disclosure and Inspection. A. ChipPAC agrees that the Administrative Agent may retain, at ChipPAC's expense, an independent professional consultant reasonably acceptable to ChipPAC to review any report relating to Hazardous Materials prepared by or for ChipPAC and to conduct its own investigation (reasonable in scope under the circumstances) of any Facility currently owned, leased, operated or used by ChipPAC or any of its Subsidiaries, if (x) a Default or an Event of Default related to environmental matters shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes that a violation of an Environmental Law on or around such Facility has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in a Material Adverse Effect. In the event that the conditions specified in (x) or (y) above exist, ChipPAC shall use its commercially reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to ChipPAC, to enter into or on to the Facilities currently owned, leased, operated or used by ChipPAC or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct a review and/or investigation of the matters giving rise to the request. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by ChipPAC and the Administrative Agent, during normal business hours, and shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. ChipPAC and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection 6.7A will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders' internal credit decisions, to monitor and police the Loans and to protect the Lenders' security interests, if any, created by the Loan Documents. The Administrative Agent agrees, upon request by ChipPAC, to deliver a copy of any such report to Company with the understanding that ChipPAC acknowledges and agrees that (i) consistent with the terms of subsection 10.3 hereof, it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to ChipPAC's use of or reliance on such report, (ii) neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to ChipPAC, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Disclosure and Inspection. A. ChipPAC Borrower shall, and shall cause each of its Subsidiaries to, exercise due diligence in order to comply and use its best efforts to cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Borrower agrees that the Administrative Agent may may, from time to time and in its sole and absolute discretion, retain, at ChipPACBorrower's expense, an independent professional consultant reasonably acceptable to ChipPAC to review any report relating to Hazardous Materials Material prepared by or for ChipPAC and Borrower and, whether or not any such report exists, upon reasonable notice to Borrower, to conduct its own investigation (reasonable in scope under the circumstances) of any Facility currently or previously owned, leased, operated or used by ChipPAC Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default related and Borrower agrees to environmental matters shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes that a violation of an Environmental Law on or around such Facility has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in a Material Adverse Effect. In the event that the conditions specified in (x) or (y) above exist, ChipPAC shall use its commercially reasonable best efforts to obtain permission for the Administrative Agent's professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by Borrower or any of its Subsidiaries. Borrower hereby grants to Administrative Agent and its agentsAdministrative Agents, employees, consultants and contractors the right, upon reasonable notice to ChipPAC, right to enter into or on to the Facilities currently owned, leased, operated or used by ChipPAC Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation of the matters giving rise to the requestinvestigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by ChipPAC Borrower and the Administrative Agent, during normal business hourshours and, and to the extent reasonably practicable, shall be conducted with prior notice and so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. ChipPAC Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection 6.7A Section 6.7B will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders' internal credit decisions, to monitor and police the Loans and to protect the Lenders' security interests, if any, created by the Loan Documents. The Administrative Agent agrees, upon request by ChipPAC, agrees to deliver a copy of any such report to Company with the understanding that ChipPAC Borrower promptly after its completion, and Borrower acknowledges and agrees that (i) consistent with the terms of subsection 10.3 hereof, it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to ChipPACBorrower's use of or reliance on any such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to any such report, and (iii) by delivering such report to ChipPACBorrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in any such report.; provided, however, that Administrative Agent shall not be required by this Section 6.7B to deliver any such report to Borrower that is protected by the attorney-client privilege or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege. C. Borrower shall promptly advise Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (provided, however, that Borrower shall not be required by this Section 6.7C to advise Lenders of the contents of any written communication that is protected by the attorney- client or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege), (iii) any remedial action taken by Borrower or any other Person in response to (x) any Hazardous Material on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that reasonably could have a Material Adverse Effect, (iv) Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to (x) any restrictions on the ownership or transferability thereof or (y) any material restriction on the occupancy or use thereof under any Environmental Laws which restriction on occupancy or use could reasonably be expected to result in a Material Adverse Effect, and (v) any request for information from any governmental agency that indicates such agency is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Material. D. Borrower shall promptly notify Lenders of (i) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Govern- mental Authorization then held by Borrower or any of its Subsidiaries and (ii) any action that Borrower or any of its Subsidiaries proposes to take to commence manufacturing, industrial or other operations that reasonably could be expected to subject Borrower or any of its Subsidiaries to laws, rules or regulations (including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses) not theretofore applicable to the Hotel, Facilities or operations of Borrower or any of its Subsidiaries. E. Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this Section 6.7 (provided, however, that Borrower shall not be required by the provisions of this Section 6.7E to provide documents or information that is protected by the attorney-client or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege). 6.8

Environmental Disclosure and Inspection. A. ChipPAC Company agrees that the Administrative Agent may retain, at ChipPACCompany's expense, an independent professional consultant reasonably acceptable to ChipPAC Company to review any report relating to Hazardous Materials prepared by or for ChipPAC Company and to conduct its own investigation (reasonable in scope under the circumstances) of any Facility currently owned, leased, operated or used by ChipPAC Company or any of its Subsidiaries, if (x) a Default or an Event of Default related to environmental matters shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes that a violation of an Environmental Law on or around such Facility has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in a Material Adverse Effect. In the event that the conditions specified in (x) or (y) above exist, ChipPAC Company agrees to use commercially reasonable efforts to obtain permission for the Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. In the event that the conditions specified in (x) or (y) above exist, Company shall use its commercially reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to ChipPACCompany, to enter into or on to the Facilities currently owned, leased, operated or used by ChipPAC Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation of the matters giving rise to the requestinvestigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by ChipPAC Company and the Administrative Agent, during normal business hours, and shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. ChipPAC Company and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection 6.7A will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders' internal credit decisions, to monitor and police the Loans and to protect the Lenders' security interests, if any, created by the Loan Documents. The Administrative Agent agrees, upon request by ChipPACCompany, to deliver a copy of any such report to Company with the understanding that ChipPAC Company acknowledges and agrees that (i) consistent with the terms of subsection 10.3 hereof, it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to ChipPACCompany's use of or reliance on such report, (ii) neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to ChipPACCompany, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.