Common use of Environmental Event Clause in Contracts

Environmental Event. (i The Tenant shall promptly, but in any case within five (5) Business Days of the Tenant becoming aware of such event, notify the Landlord if, after the Effective Date, (A) any environmental event has occurred or any environmental condition is discovered in, on, beneath, from or involving any Parcel, Theatre Improvements or Equipment (including, but not limited to, the presence (in quantities in excess of legally permissible amounts), emission or release of Contaminants or the violations of any applicable Environmental Requirements) that could reasonably be expected to result in penalties or other liabilities (including costs to alleviate or remediate) in excess of $100,000, or (B) the Tenant has received notification that it, any Parcel, Theatre Improvements or Equipment is the subject of a proceeding that could reasonably be expected to result in any ordered Remedial Action or other liability related to an environmental event or condition, the cost of which liability is reasonably expected to exceed $100,000 (each of the events or occurrences described in clause (A) or (B), regardless of the amount of penalty, liability or cost to remediate, an "Environmental Event"). (ii Following the receipt of a notice pursuant to subparagraph (i) above, unless such Environmental Event is a Landlord Environmental Obligation, Landlord in its sole discretion may require the Tenant to conduct, or cause to be conducted, an environmental audit of the affected Parcel, Theatre Improvements or Equipment, the scope of which audit shall be limited to confirming the magnitude and anticipated cost of the liability resulting from the Environmental Event, and to provide a copy of an environmental consultant's report on its audit to the Landlord. (iii In any case, if an Environmental Event arises during the Lease Term or (regardless of when it arose) is otherwise not exclusively a Landlord Environmental Obligation, the Tenant shall immediately initiate, or cause to be initiated at no cost to the Landlord, such actions as may be necessary to comply in all material respects with all applicable Environmental Requirements and to alleviate any significant risk to human health or the environment if the same arises from a condition on or in respect of the affected Parcel, Theatre Improvements or Equipment, whether existing prior to, on or after the date of this Lease. Once the Tenant commences such actions, the Tenant shall thereafter diligently and expeditiously proceed to comply materially and in a timely manner with all Environmental Requirements and to eliminate any significant risk to human health or the environment and shall, at the request of the Landlord, during the Lease Term give periodic progress reports on Tenant's compliance efforts and actions. (iv If an Environmental Event is a Landlord Environmental Obligation, the Tenant shall have no responsibility to cure or remediate such Environmental Event. If an Environmental Event is a Landlord Environmental Obligation, Tenant shall notify Landlord that such Environmental Event has occurred or exists and Tenant, in its discretion, but in any case at the sole expense of the Landlord, may initiate or require the Landlord to initiate and otherwise take the actions described in paragraph (iii) of this Section 2.2(e), in the same manner as would have been applicable to the Tenant had such Environmental Event not been a Landlord Environmental Obligation; provided, however, that the Tenant shall not initiate any action described in this sentence (except in cases of imminent danger to persons or property) unless the Tenant has notified the Landlord that an Environmental Event has occurred which is a Landlord Environmental Obligation and the Landlord has failed to advise the Tenant within thirty days following receipt of such notice of the Landlord's planned response thereto, which may include Properly Contesting such claim (and has failed after reasonable notice to proceed with reasonable diligence in implementing such response), or has advised the Tenant that Landlord does not intend to respond thereto. Whether or not Landlord otherwise responds to the Tenant's notice or the Event in question, Landlord reserves the right and option to contest that such Event is in fact a Landlord's Environmental Obligation hereunder.

Environmental Event. (i a) The Tenant Company shall promptly, but in any case within five (5) Business Days of the Tenant becoming aware of such eventreceiving actual notice thereof, notify the Landlord Collateral Trustee and each Bondholder if, after the Effective Datedate of this Agreement, (A) any environmental event has occurred or any environmental condition is discovered in, on, beneath, from or involving the Project or any Parcel, Theatre Improvements or Equipment part thereof (including, but not limited to, the presence (in quantities in excess of legally permissible amounts)presence, emission or release Release of Contaminants or the violations violation of any applicable Environmental Requirements) that could reasonably be expected to result in penalties or other liabilities (including costs to alleviate or remediate) Environmental Damages in excess of $100,000, or (B) the Tenant Company has received notification that it, the Project or any Parcel, Theatre Improvements or Equipment part thereof is the subject of a claim or proceeding that could reasonably be expected to result in any ordered Remedial Action remediation or corrective action or other liability related to an environmental event or conditionobligation, the cost of which liability is or obligation could reasonably be expected to exceed result in Environmental Damages in excess of $100,000 (each of the events or occurrences described in clause (A) or and (B), regardless of the amount of penalty, liability or cost to remediate, ) an "“Environmental Event"”). (ii b) Following the receipt of a notice pursuant to subparagraph paragraph (ia) aboveabove in which the liability or obligation could reasonably be expected to result in Environmental Damages in excess of $10,000,000, unless such Environmental Event the Collateral Trustee may, but is a Landlord Environmental Obligationnot obligated to, Landlord in its sole discretion may or shall at the direction of the Majority Holders, require the Tenant Company to conduct, or cause to be conducted, an environmental audit review of the affected ParcelProject by BMI Environmental Services, Theatre Improvements LLC, a Mississippi corporation, or Equipmenta nationally recognized environmental consultant with expertise in the required environmental review, the scope of which audit shall be limited to confirming the magnitude and anticipated cost of the liability or obligation resulting from the Environmental Event, Event and to provide a copy of an such environmental consultant's ’s report on its audit review to the LandlordCollateral Trustee and each Bondholder. (iii In any case, if an Environmental Event arises during the Lease Term or (regardless of when it arosec) is otherwise not exclusively a Landlord Environmental Obligation, the Tenant The Company shall immediately initiate, or cause to be initiated at no cost to the LandlordCollateral Trustee, the Issuer or any Bondholder, such actions as may be necessary to comply in all material respects with all applicable Environmental Requirements and to alleviate any significant risk to human health or the environment if the same arises from a condition on or in respect of the affected Parcel, Theatre Improvements Project or Equipmentany part thereof, whether existing prior to, on or after the date of this LeaseAgreement. Once the Tenant Company commences such actions, the Tenant Company shall thereafter diligently and expeditiously proceed to comply materially and in a timely manner with all Environmental Requirements and to eliminate any significant risk to human health or the environment and shall, at the request of the LandlordCollateral Trustee or any Bondholder, during the Lease Term give periodic progress reports on Tenant's its compliance efforts and actions. (iv If an Environmental Event is a Landlord Environmental Obligation, the Tenant shall have no responsibility to cure or remediate such Environmental Event. If an Environmental Event is a Landlord Environmental Obligation, Tenant shall notify Landlord that such Environmental Event has occurred or exists and Tenant, in its discretion, but in any case at the sole expense of the Landlord, may initiate or require the Landlord to initiate and otherwise take the actions described in paragraph (iii) of this Section 2.2(e), in the same manner as would have been applicable to the Tenant had such Environmental Event not been a Landlord Environmental Obligation; provided, however, that the Tenant shall not initiate any action described in this sentence (except in cases of imminent danger to persons or property) unless the Tenant has notified the Landlord that an Environmental Event has occurred which is a Landlord Environmental Obligation and the Landlord has failed to advise the Tenant within thirty days following receipt of such notice of the Landlord's planned response thereto, which may include Properly Contesting such claim (and has failed after reasonable notice to proceed with reasonable diligence in implementing such response), or has advised the Tenant that Landlord does not intend to respond thereto. Whether or not Landlord otherwise responds to the Tenant's notice or the Event in question, Landlord reserves the right and option to contest that such Event is in fact a Landlord's Environmental Obligation hereunder.

Environmental Event. (i The Tenant Lessee shall promptly, but in any case within five (5) Business Days of the Tenant becoming aware of such eventDays, notify the Landlord if, after the Effective Date, Lessor if (Ai) any environmental event has occurred or any environmental condition is discovered in, on, beneath, from or involving the Leased Property or any Parcel, Theatre Improvements or Equipment part thereof (including, but not limited to, the presence (in quantities in excess of legally permissible amounts)presence, emission or release of Contaminants Hazardous Materials or the violations violation of any applicable Environmental RequirementsLaw) that could reasonably be expected anticipated to result in penalties or other liabilities (including costs to alleviate or remediate) in excess of $100,000500,000, or (Bii) the Tenant Lessee has received notification that it, the Leased Property or any Parcel, Theatre Improvements or Equipment part thereof is the subject of an Environmental Claim or has knowledge of any conditions or occurrences at the Leased Property that could reasonably form the basis of a proceeding material Environmental Claim, in either case that could reasonably be expected to result in any ordered Remedial Action remediation or corrective action or other liability related to an environmental event or condition, condition with respect to the Leased Property or any part thereof the cost of which liability is reasonably expected to exceed $100,000 500,000, or (iii) any material and actual or imminent restriction on the ownership, occupancy, use, productivity or transferability of the Leased Property arising in connection with any Release, threatened Release or disposal of a Hazardous Material or any breach or violation of any Environmental Law, or (iv) any other environmental, natural resource, health or safety condition which could materially and adversely affect the ability of the Lessee to perform its obligations under the Operative Agreements (each of the events or occurrences described in clause (Ai) or through (B), regardless of the amount of penalty, liability or cost to remediate, iv) an "Environmental EventENVIRONMENTAL EVENT"). (ii . Following the receipt of a notice pursuant to subparagraph (i) abovethe immediately preceding paragraph, unless such Environmental Event is a Landlord Environmental Obligation, Landlord in its sole discretion the Lessor may require the Tenant Lessee to conduct, or cause to be conducted, an environmental audit study by an environmental consultant reasonably satisfactory to the Lessor (the cost and expenses of such environmental consultant shall be borne by the Lessee) of the affected Parcel, Theatre Improvements Leased Property or Equipmentany applicable part thereof on which such Environmental Event or Release shall have occurred, the scope of which audit study shall be limited to confirming the magnitude and anticipated cost of the liability resulting from in the Environmental Event, Event and to provide a copy of an the environmental consultant's report on its audit to the Landlord. (iii In any caseLessor. Notwithstanding the foregoing, if an Environmental Event arises during the Lease Term or (regardless of when it arose) is otherwise not exclusively a Landlord Environmental Obligation, the Tenant shall immediately initiate, or cause to be initiated at no cost to the Landlord, such actions as may be necessary to comply in all material respects with all applicable Environmental Requirements and to alleviate any significant risk to human health or the environment if the same arises from a condition on or in respect of the affected Parcel, Theatre Improvements or Equipment, whether existing prior to, on or after the date of this Lease. Once the Tenant commences such actions, the Tenant shall thereafter diligently and expeditiously proceed to comply materially and in a timely manner with all Environmental Requirements and to eliminate any significant risk to human health or the environment and shall, at the request of the Landlord, during the Lease Term give periodic progress reports on Tenant's compliance efforts and actions. (iv If an Environmental Event is a Landlord Environmental Obligation, the Tenant shall have no responsibility to cure or remediate such Environmental Event. If an Environmental Event is a Landlord Environmental Obligation, Tenant shall notify Landlord that such Environmental Event has occurred or exists and Tenant, in its discretion, but in any case at the sole expense of the Landlord, may initiate or require the Landlord to initiate and otherwise take the actions described in paragraph (iii) of this Section 2.2(e)pattern, in the same manner as would have been applicable to the Tenant had such Environmental Event not been a Landlord Environmental Obligation; provided, however, that the Tenant shall not initiate any action described in this sentence (except in cases opinion of imminent danger to persons or property) unless the Tenant has notified the Landlord that an Environmental Event has occurred which is a Landlord Environmental Obligation and the Landlord has failed to advise the Tenant within thirty days following receipt of such notice of the Landlord's planned response thereto, which may include Properly Contesting such claim (and has failed after reasonable notice to proceed with reasonable diligence in implementing such response), or has advised the Tenant that Landlord does not intend to respond thereto. Whether or not Landlord otherwise responds to the Tenant's notice or the Event in question, Landlord reserves the right and option to contest that such Event is in fact a Landlord's Environmental Obligation hereunder.the

Environmental Event. (i The Tenant a) Except for the matters referenced in the Disclosed Information, the Lessee shall promptly, but in any case within five (5) Business Days of the Tenant becoming aware of such eventDays, notify the Landlord ifLessor, after the Effective Date, Agent and the Purchasers if (Ai) any environmental event has occurred or any environmental condition is discovered in, on, beneath, from or involving the Property or any Parcel, Theatre Improvements or Equipment part thereof (including, but not limited to, the presence (in quantities in excess of legally permissible amounts)presence, emission or release of Contaminants Hazardous Materials or the violations violation of any applicable Environmental RequirementsLaw) that could reasonably be expected anticipated to result in penalties or other liabilities (including costs to alleviate or remediate) in excess of $100,000125,000, or (Bii) the Tenant Lessee has received notification that it, the Property or any Parcel, Theatre Improvements or Equipment part thereof is the subject of a proceeding an Environmental Action that could reasonably be expected to result in any ordered Remedial Action remediation or corrective action or other liability related to an environmental event or condition, condition the cost of which liability is reasonably expected to exceed $100,000 125,000 (each of the events or occurrences described in clause (Ai) or and (B), regardless of the amount of penalty, liability or cost to remediate, ii) an "Environmental EventENVIRONMENTAL EVENT"). (ii b) Following the receipt of a notice pursuant to subparagraph (ia) above, unless the Lessor, the Agent, the Holders of the B-Notes and the Certificate Holders, shall discuss with Lessee the Lessee's anticipated response to such Environmental Event is a Landlord Environmental Obligationand, Landlord in its each case in their sole discretion discretion, may require the Tenant Lessee to conduct, or cause to be conducted, an environmental audit of the affected Parcel, Theatre Improvements or EquipmentProperty, the scope of which audit shall be limited to confirming the magnitude and anticipated cost of the liability resulting from in the Environmental Event, Event and to provide a copy of an environmental consultantthe Environmental Consultant's report on its audit to the LandlordLessor, the Agent, the Trustee and the Purchasers. Notwithstanding the foregoing, if a pattern, in the opinion of the Lessor and the Holders of the B-Notes and Certificates, of such Environmental Events exists, the Lessor may conduct a more comprehensive environmental audit of the Property to determine the scope and nature of such pattern and its effect on the Property. If it is the opinion of the Agent and the Environmental Consultant that an Environmental Event has occurred or exists and a Permitted Remediation is not available or the Environmental Event cannot be cured through a Permitted Remediation or the Environmental Event will result in the cessation of operation of the Improvements for 90 days or more (each an "ENVIRONMENTAL TRIGGER"), the Lessor, the Agent and the Purchasers shall have the option, each in its sole discretion, to require the Lessee to purchase the Property for the Offer Purchase Price in the manner provided in paragraphs 14 and 15 hereof. A "PERMITTED REMEDIATION" means any remediation of an Environmental Event (a) the cost of which remediation is not anticipated, in the sole opinion of the Agent and the Environmental Consultant (the cost and expense of which Environmental Consultant shall be borne by the Lessee), to exceed $750,000, (b) during and after which such Environmental Event could not be expected to result in any additional environmental liability incurred by Lessor for which Lessor, the Agent and the Purchasers have not received additional indemnification in an amount and from a Person satisfactory to the Lessor, the Agent and the Holders of the B-Notes and the Certificates in their sole and absolute discretion and (c) permitted and effected in compliance with all applicable Environmental Laws. (iii In any case, if c) Irrespective of whether an Environmental Event arises during the Lease Term or (regardless of when it arose) is otherwise not exclusively a Landlord Environmental ObligationTrigger has occurred, the Tenant Lessee shall immediately initiate, or cause to be initiated at no its sole cost to the Landlordand expense, such actions as may be necessary to comply in all material respects with all applicable Environmental Requirements and to alleviate any significant risk to human health or the environment if the same arises from a condition on or in respect of the affected Parcel, Theatre Improvements or Equipment, whether existing prior to, on or after the date of this LeaseLaws. Once the Tenant Lessee commences such actions, the Tenant Lessee shall thereafter diligently and expeditiously proceed to comply materially and in a timely manner with all Environmental Requirements and to eliminate any significant risk to human health or the environment Laws and shall, at the request of the Landlord, Lessor or the Agent during the Lease Term Term, give periodic progress reports on Tenant's its compliance efforts and actions. (iv If an Environmental Event is a Landlord Environmental Obligation, the Tenant shall have no responsibility to cure or remediate such Environmental Event. If an Environmental Event is a Landlord Environmental Obligation, Tenant shall notify Landlord that such Environmental Event has occurred or exists and Tenant, in its discretion, but in any case at the sole expense of the Landlord, may initiate or require the Landlord to initiate and otherwise take the actions described in paragraph (iii) of this Section 2.2(e), in the same manner as would have been applicable to the Tenant had such Environmental Event not been a Landlord Environmental Obligation; provided, however, that the Tenant shall not initiate any action described in this sentence (except in cases of imminent danger to persons or property) unless the Tenant has notified the Landlord that an Environmental Event has occurred which is a Landlord Environmental Obligation and the Landlord has failed to advise the Tenant within thirty days following receipt of such notice of the Landlord's planned response thereto, which may include Properly Contesting such claim (and has failed after reasonable notice to proceed with reasonable diligence in implementing such response), or has advised the Tenant that Landlord does not intend to respond thereto. Whether or not Landlord otherwise responds to the Tenant's notice or the Event in question, Landlord reserves the right and option to contest that such Event is in fact a Landlord's Environmental Obligation hereunder.

Environmental Event. (i a) The Tenant Lessee shall promptly, but in any ------------------- case within five (5) Business Days of the Tenant becoming aware of such eventafter discovery thereof, notify the Landlord ifLessor, after the Effective DateAgent, the Collateral Agent, the Equity Investors and the Note Holders of the occurrence of a Reportable Environmental Event. For purposes hereof, an "Environmental Event" shall mean (Ai) any environmental event has occurred event, occurrence, or any environmental -------------------- condition is discovered in, on, beneath, from or involving the Mill I Property or any Parcel, Theatre Improvements or Equipment part thereof (including, but not limited to, the presence (in quantities in excess of legally permissible amounts)presence, emission or release of Contaminants Hazardous Materials in violation of any Environmental Law or the violations violation of any applicable Environmental RequirementsLaw) that could reasonably be expected to result in penalties or other liabilities (including costs to alleviate or remediate) in excess of $100,000, or (B) the Tenant has received notification that it, any Parcel, Theatre Improvements or Equipment is the subject of a proceeding that could reasonably be expected to result in any ordered Remedial Action remediation or corrective action required by Environmental Laws, or other liability related to an environmental event or condition, the cost of which liability is reasonably expected to exceed $100,000 (each of the events or occurrences described in clause (A) or (B), regardless of the amount of penalty, liability or cost to remediate, an "under Environmental Event"). (ii Following the receipt of a notice pursuant to subparagraph (i) above, unless such Environmental Event is a Landlord Environmental Obligation, Landlord in its sole discretion may require the Tenant to conductLaws, or cause to be conducted, an environmental audit of the affected Parcel, Theatre Improvements or Equipment, the scope of which audit shall be limited to confirming the magnitude and anticipated cost of the liability resulting from the Environmental Event, and to provide that poses a copy of an environmental consultant's report on its audit to the Landlord. (iii In any case, if an Environmental Event arises during the Lease Term or (regardless of when it arose) is otherwise not exclusively a Landlord Environmental Obligation, the Tenant shall immediately initiate, or cause to be initiated at no cost to the Landlord, such actions as may be necessary to comply in all material respects with all applicable Environmental Requirements and to alleviate any significant risk to human health or the environment if or (ii) the same arises receipt by the Lessee of notification that the Lessee, the Lessor, the Mill I Property or any part thereof is the subject of an Environmental Action in connection with the Mill I Property that could reasonably be expected to result in any ordered remediation or corrective action required by Environmental Laws or other liability under Environmental Laws; provided, however, that as of the date hereof none of the matters described on Schedule C hereto shall be deemed an Environmental Event. For purposes hereof, a "Reportable Environmental Event" ------------------------------ shall mean an Environmental Event with respect to which the Remediation Costs could reasonably be expected to exceed $1 million, or, when added to the remaining Remediation Costs for all other then existing Environmental Events, could reasonably be expected to exceed $5 million. For purposes hereof, "Remediation Costs" include, but are not limited to, losses, fines, damages, ----------------- civil or criminal penalties, judgments, costs and expenses (including reasonable fees and expenses of legal counsel and consultants) incurred within a ten year period commencing with the discovery of the Environmental Event, and arising from a condition on activities to clean-up, remove, treat or in respect of the affected Parcel, Theatre Improvements any other way respond to an Environmental Event as required by Environmental Laws or Equipment, whether existing prior to, on or after the date of this Lease. Once the Tenant commences such actions, the Tenant shall thereafter diligently and expeditiously proceed as may be necessary to comply materially and in avoid creating a timely manner with all Environmental Requirements and to eliminate any significant risk to human health or the environment and shall, at the request of the Landlord, during the Lease Term give periodic progress reports on Tenant's compliance efforts and actionsany other damages related thereto. (iv If an Environmental Event is a Landlord Environmental Obligation, the Tenant shall have no responsibility to cure or remediate such Environmental Event. If an Environmental Event is a Landlord Environmental Obligation, Tenant shall notify Landlord that such Environmental Event has occurred or exists and Tenant, in its discretion, but in any case at the sole expense of the Landlord, may initiate or require the Landlord to initiate and otherwise take the actions described in paragraph (iii) of this Section 2.2(e), in the same manner as would have been applicable to the Tenant had such Environmental Event not been a Landlord Environmental Obligation; provided, however, that the Tenant shall not initiate any action described in this sentence (except in cases of imminent danger to persons or property) unless the Tenant has notified the Landlord that an Environmental Event has occurred which is a Landlord Environmental Obligation and the Landlord has failed to advise the Tenant within thirty days following receipt of such notice of the Landlord's planned response thereto, which may include Properly Contesting such claim (and has failed after reasonable notice to proceed with reasonable diligence in implementing such response), or has advised the Tenant that Landlord does not intend to respond thereto. Whether or not Landlord otherwise responds to the Tenant's notice or the Event in question, Landlord reserves the right and option to contest that such Event is in fact a Landlord's Environmental Obligation hereunder.