Common use of Environmental Remediation Clause in Contracts

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law (collectively, the "Remedial Work"), because of or in connection with the (x) past, present or -------------- future presence, suspected presence, Release or threatened Release of a Hazardous Substance at, on, in, under or from the Facility or any portion thereof or (y) violation of or compliance with applicable Environmental Laws, Operator shall promptly commence and diligently prosecute to completion all such Remedial Work. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period as may be required under any applicable Environmental Law; provided, however, that Operator shall not be -------- ------- ---- required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Operator or such Remedial Work violating any Environmental Law or (z) if Operator, at its expense and after prior notice to Lender, is contesting by appropriate legal, administrative or other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work, as long as (1) Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Facility nor any part thereof or interest therein will be sold, forfeited or lost if Operator performs the Remedial Work being contested, and Operator would have the opportunity to do so, in the event of Operator's failure to prevail in the contest, (3) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Operator has not furnished additional security as provided in clause (4) ---------- below, or to any risk of criminal liability, and neither the Facility nor any interest therein would be subject to the imposition of any Lien for which Operator has not furnished additional security as provided in clause ------ (4) below, as a result of the failure to perform such Remedial Work and (4) --- Operator shall have furnished to Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Operator's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than 125% of the cost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contest. (ii) All Remedial Work under clause (i) above shall be performed ---------- by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by Lender which approval will not be unreasonably withheld or delayed. All costs and expenses incurred in connection with such Remedial Work shall be paid by Operator. If Operator does not timely commence and diligently prosecute to completion the Remedial Work, Lender may (but shall not be obligated to), upon sixty (60) days prior written notice to Operator of its intention to do so, cause such Remedial Work to be performed. Operator shall pay or reimburse Lender within ten (10) calendar days following written demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements) relating to or incurred by Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Operator shall not commence any Remedial Work under clause (i) above, nor enter into any settlement agreement, consent ---------- decree or other compromise relating to any Hazardous Substances or Environmental Laws which is reasonably likely to have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about the Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary, Operator may complete all necessary Remedial Work. In such events, Operator shall notify Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken.

Environmental Remediation. (ia) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law (collectively, The Parent shall complete the "Remedial Work"), because of or in connection with the (x) past, present or -------------- future presence, suspected presence, Release or threatened Release of a Hazardous Substance at, on, in, under or from the Facility or any portion thereof or (y) violation of or compliance with applicable Environmental Laws, Operator shall promptly commence and diligently prosecute to completion all such Remedial Work. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period as may be activities required under any applicable Environmental Law; provided, however, that Operator shall not be -------- ------- ---- required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Operator or such Remedial Work violating any Environmental Law or (z) if Operator, at its expense and after prior notice to Lender, is contesting by appropriate legal, administrative or other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work, as long as (1) Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Facility nor any part thereof or interest therein will be sold, forfeited or lost if Operator performs the Remedial Work being contested, and Operator would have the opportunity to do so, in the event of Operator's failure to prevail in the contest, (3) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Operator has not furnished additional security as provided in clause (4) ---------- below, or to any risk of criminal liability, and neither the Facility nor any interest therein would be subject to the imposition of any Lien for which Operator has not furnished additional security as provided in clause ------ (4) below, Transfer Act as a result of the failure to perform such Remedial Work and (4) --- Operator shall have furnished to Lender additional security in respect Stock Purchase Agreement, dated as of July 25, 1998, among the Company, each of the Remedial Work being contested shareholders of the Company and the loss Parent, and the Environmental Agreement, dated as of July 28, 1998, among each of the shareholders of the Company and the Parent (collectively referred to as the "1998 Transaction"), and the activities required under the Transfer Act as a result of the transactions contemplated by this Agreement. The Parent shall indemnify, defend and save and hold harmless the Buyer and its affiliates and Representatives with respect to, and shall conduct, at the Parent's sole cost and expense, all Remediation of the soil and groundwater conditions required pursuant to the Transfer Act. Such remediation shall be in a manner which does not require use restriction, such as an Environmental Land Use Restriction ("ELUR"), unless such ELUR does not limit or damage that may result from Operatorimpair the Buyer's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than 125% operation of Business after the Closing or materially increase the cost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contestthe Business' operations. (iib) All Remedial Work under clause (i) above With respect to any pre-Closing violation of Environmental Laws which constitutes a breach of the representation in Section 3.22 or which is disclosed in Schedule 3.22, the Parent shall correct such violation before the Closing or, if such cannot be performed ---------- by contractorscorrected before the Closing, shall indemnify, defend and save and hold harmless the Buyer and its affiliates and Representatives with respect thereto, and under shall reimburse the supervision Buyer and its affiliates and Representatives for all costs and expenses to correct such violation, and the Parent shall pay any and all fines, penalties or assessments associated therewith. It is understood that this indemnification does not extend to or create any rights or causes of action in or for the benefit of any other Person not a consulting environmental Engineerparty to this Agreement. (c) The Parent shall indemnify, each approved in advance by Lender which approval will not be unreasonably withheld defend and save and hold harmless the Buyer and its affiliates and Representatives with respect to Damages, including the cost for Remediation or delayed. All other costs and expenses incurred in connection with such Remedial Work shall be paid therewith, arising out of, resulting from or incident to the off-site transportation, storage, treatment, recycling or disposal of Hazardous Wastes generated before the Closing by Operatoror on behalf of the Company or any of its predecessors in interest (including liability for so-called "Superfund Sites" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or under similar state or federal Environmental Laws). If Operator It is understood that this indemnification does not timely commence and diligently prosecute to completion the Remedial Work, Lender may (but shall not be obligated to), upon sixty (60) days prior written notice to Operator of its intention to do so, cause such Remedial Work to be performed. Operator shall pay or reimburse Lender within ten (10) calendar days following written demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements) relating extend to or incurred by Lender create any rights or causes of action in connection with monitoring, reviewing or performing for the benefit of any Remedial Work in accordance herewithother Person not a party to this Agreement. (iiid) Unless otherwise required by lawBuyer shall provide, Environmental Laws or cause any Governmental Authoritysuccessor, Operator shall not commence any Remedial Work under clause (i) above, nor enter into any settlement agreement, consent ---------- decree tenant or other compromise relating occupant to any Hazardous Substances or Environmental Laws which is reasonably likely to have a Material Adverse Effect. Notwithstanding the foregoingprovide, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about the Facility poses an immediate threat access to the health, safety Site and to cooperate in all reasonable respects with any and all of Parent's efforts required or welfare allowed under sections 10.3 and 10.4 of any Person or the environment, or is of such a nature that an immediate response is necessary, Operator may complete all necessary Remedial Work. In such events, Operator shall notify Lender as soon as practicable and, in any event, within three (3) Business Days, of any action takenthis Agreement.

Environmental Remediation. (i) If 3.10.1 In the event of a violation of an Environmental Law, a violation of an environmental provision of this Lease, a Hazardous Substance Release, or the threat of or reasonable suspicion of the same for which Tenant is responsible under this Lease, Tenant shall immediately undertake all acts necessary or appropriate to cure or correct the violation or investigate, contain and stop the Hazardous Substance Release. 3.10.2 Tenant shall promptly undertake all remedial and/or removal actions necessary, or appropriate to ensure that any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other response action Hazardous Substance Release is eliminated and that any violation of any kind Environmental Laws or nature environmental provision of this Lease is required pursuant to an order cured or directive of any Governmental Authority corrected. Tenant shall remove, at Tenant's sole expense, all Hazardous Substances for which Tenant is liable under this Lease or under any applicable Environmental Law (collectively, the "Remedial Work"), because of or in connection with the (x) past, present or -------------- future presence, suspected presence, Release or threatened Release of a Hazardous Substance at, on, in, under or from the Facility or any portion thereof or (y) violation of or compliance with applicable Environmental Laws, Operator and shall promptly commence and diligently prosecute restore the Premises and/or Building or other affected property or water to completion all such Remedial Workits baseline condition on the Effective Date. In all eventsthe event that any remediation or removal required by this Lease cannot reasonably be completed prior to the termination or expiration of this Lease, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period as may be required under any applicable Environmental Law; provided, however, that Operator Tenant shall not be -------- ------- ---- required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing in violation of its remediation obligations so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Operator or such Remedial Work violating any Environmental Law or (z) if Operator, at its expense and after prior notice to Lender, is contesting by appropriate legal, administrative or other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work, as long as (1) Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedingsTenant immediately commences all investigation, (2) neither the Facility nor any part thereof or interest therein will be soldcontainment, forfeited or lost if Operator performs the Remedial Work being contestedremediation, and Operator would have the opportunity to do so, in the event of Operator's failure to prevail in the contest, (3) Lender would not, by virtue of removal activities and diligently and continuously pursues such permitted contest, be exposed to any risk of any civil liability for which Operator has not furnished additional security as provided in clause (4) ---------- below, or to any risk of criminal liability, and neither the Facility nor any interest therein would be subject to the imposition of any Lien for which Operator has not furnished additional security as provided in clause ------ (4) below, as a result of the failure to perform such Remedial Work and (4) --- Operator shall have furnished to Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Operator's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than 125% of the cost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contestactivities until completion. 3.10.3 Within twenty (ii) All Remedial Work under clause (i) above shall be performed ---------- by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by Lender which approval will not be unreasonably withheld or delayed. All costs and expenses incurred in connection with such Remedial Work shall be paid by Operator. If Operator does not timely commence and diligently prosecute to completion the Remedial Work, Lender may (but shall not be obligated to), upon sixty (60) days prior written notice to Operator of its intention to do so, cause such Remedial Work to be performed. Operator shall pay or reimburse Lender within ten (1020) calendar days following completion of any investigatory, containment, remediation, and/or removal action required by this Lease, Tenant shall provide Port with a written demand for all Advances report outlining in detail what has been done and the results thereof. Tenant shall also provide oral notice to Port of such action within two (as defined in the Mortgages2) and expenses (including reasonable attorneys' fees and disbursements) relating to or incurred by Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewithbusiness days. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Operator 3.10.4 Tenant shall not commence initiate any Remedial Work under clause risk assessment-based remediation or closure without the prior written consent of Port, which consent may be withheld or conditioned in Port's sole discretion. Port shall have the right to require Tenant to request oversight from the Oregon Department of Environmental Quality (i"DEQ") above, nor enter into any settlement agreement, consent ---------- decree or other compromise relating to any Hazardous Substances or Environmental Laws which is reasonably likely to have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about the Facility poses an immediate threat to the health, safety or welfare of any Person or investigatory, containment, remediation, and removal activities and/or require Tenant to seek a statement from the environment, or is DEQ of such a nature that an immediate response is necessary, Operator may complete all necessary Remedial Work. In such events, Operator shall notify Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken"No Further Action".

Environmental Remediation. If Buyer, in its reasonable discretion, determines that any environmental contamination or damage caused by or resulting from the presence of Hazardous Substances in groundwater on the Real Property has occurred, Buyer shall be permitted, subject to the last 2 sentences of this Section 14.5, to commence remediation of such contamination or damage and Buyer shall (a) notify Sellers regarding such determination and (b) provide to Sellers reasonable evidence supporting Buyer’s determination to perform such remediation. Any costs and expenses incurred by Buyer in connection with performing such remediation shall be allocated as follows: (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law (collectively, the "Remedial Work"), because of or in connection with the (x) past, present or -------------- future presence, suspected presence, Release or threatened Release of a Hazardous Substance at, on, in, under or from the Facility or any portion thereof or (y) violation of or compliance with applicable Environmental Laws, Operator shall promptly commence and diligently prosecute to completion all such Remedial Work. In all events, such Remedial Work first $150,000 shall be commenced within the time period ordered or directed paid solely by such Governmental Authority or such shorter period as may be required under any applicable Environmental LawBuyer; provided, however, that Operator shall not be -------- ------- ---- required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Operator or such Remedial Work violating any Environmental Law or (z) if Operator, at its expense and after prior notice to Lender, is contesting by appropriate legal, administrative or other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work, as long as (1) Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Facility nor any part thereof or interest therein will be sold, forfeited or lost if Operator performs the Remedial Work being contested, and Operator would have the opportunity to do so, in the event of Operator's failure to prevail in the contest, (3) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Operator has not furnished additional security as provided in clause (4) ---------- below, or to any risk of criminal liability, and neither the Facility nor any interest therein would be subject to the imposition of any Lien for which Operator has not furnished additional security as provided in clause ------ (4) below, as a result of the failure to perform such Remedial Work and (4) --- Operator shall have furnished to Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Operator's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than 125% of the cost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contest. (ii) All Remedial Work under clause (i) above the next $700,000 shall be performed ---------- paid by contractorsSellers, on the one hand, and under Buyer, on the supervision other hand, in equal shares; and (iii) thereafter, all amounts shall be paid solely by Buyer. Buyer shall deliver to Sellers reasonable evidence of a consulting environmental Engineer, each approved in advance by Lender which approval will not be unreasonably withheld or delayed. All Buyer’s costs and expenses incurred in connection with such Remedial Work remediation. Sellers shall be paid have no liability pursuant to this Section 14.5 for any claims not initially made by Operator. If Operator does not timely commence and diligently prosecute Buyer prior to completion the Remedial Work, Lender may (but shall not be obligated to), upon sixty (60) days prior written notice to Operator third anniversary of its intention to do so, cause such Remedial Work to be performed. Operator shall pay or reimburse Lender within ten (10) calendar days following written demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements) relating to or incurred by Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Operator shall not commence any Remedial Work under clause (i) above, nor enter into any settlement agreement, consent ---------- decree or other compromise relating to any Hazardous Substances or Environmental Laws which is reasonably likely to have a Material Adverse EffectClosing Date. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about the Facility poses an immediate threat prior to the health, safety or welfare commencement by Buyer of any Person remediation pursuant to this Section 14.5, Buyer and Sellers shall cooperate in good faith for a period of ninety (90) days to agree upon a plan of remediation. The parties failure to agree upon a plan of remediation shall not affect the parties respective rights and obligations pursuant to this Section 14.5, provided that Sellers shall not be liable for any costs or expenses resulting from remediation performed by Buyer without Sellers consent to the environmentextent such remediation results from Buyer’s failure to be reasonable. To evidence their agreement to the foregoing, or is the parties hereto have executed this instrument as of such a nature that an immediate response is necessarythe 29th day of June, Operator may complete all necessary Remedial Work2007. In such eventsMetalico Akron, Operator shall notify Lender as soon as practicable andInc. By: Its: Metalico Akron Realty, in any eventInc. By: Its: Annaco, within three (3) Business DaysInc. By: 943 Xxxxx LLC By: B.H.B. Land Company, of any action taken.Its Sole Member By: Ocanna Plant II LLC By: B.H.B. Land Company, Its Sole Member By: