Common use of Environmental Remedies Clause in Contracts

Environmental Remedies. At any time after the occurrence and during the continuance of an Event of Default under Grantor’s obligations contained in Section 1.9 hereof but without limiting any other rights of remedies of Beneficiary hereunder, under the Loan Documents or at law or in equity: A. Beneficiary, acting by itself or through a court-appointed receiver, may enter upon, possess, manage, operate, dispose of, and contract to dispose of the Mortgaged Property or any part thereof; take custody of all accounts; negotiate with any Governmental Authority with respect to the Mortgaged Property’s compliance with Environmental Laws and any Remedial Action; take any action necessary to enforce compliance with Environmental Laws, including spending Rents to xxxxx the problem; make, terminate, enforce or modify Tenant Leases of the Mortgaged Property upon such terms and conditions as Beneficiary deems proper; contract for goods and services, hire agents, employees, and counsel, make repairs, alterations, and improvements to the Mortgaged Property necessary, in Beneficiary’s judgment, to protect the security hereof; and/or take any and all other actions which may be necessary or desirable to comply with Grantor’s Obligations hereunder and under the Documents. B. With notice (or without notice in a case of emergency, or where the giving of notice is impracticable or where the Tenant or Grantor has abandoned the Mortgaged Property), and without releasing Grantor from any Obligation hereunder, to cure any default of Grantor and, in connection therewith, Beneficiary or its agents, acting by itself or through a court appointed receiver, may enter upon the Mortgaged Property or any part thereof and perform such acts and things as Beneficiary deems necessary or desirable to inspect, investigate, assess, and protect the security hereof, including of any of its other rights: (i) to obtain a court order to enforce Beneficiary’s right to enter and inspect the Mortgaged Property, to which the decision of Beneficiary as to whether there exists a Release or threatened Release of Hazardous Materials onto the Mortgaged Property shall be deemed reasonable and conclusive as between the parties hereto, if made in reasonable and good faith; and (ii) to have a receiver appointed to enforce Beneficiary’s right to enter and inspect the Mortgaged Property for Hazardous Materials. C. All reasonable costs and expenses reasonably incurred by Beneficiary with respect to the audits, tests, inspections, and examinations which Beneficiary may conduct, including the fees of the engineers, laboratories, contractors, consultants, and attorneys, shall be paid by Grantor. All such costs and expenses reasonably incurred by Trustee and Beneficiary (including court costs, reasonable consultant fees and attorney fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Default Rate, from the date they are incurred until said sums have been paid. D. To seek a judgment that Grantor has breached its covenants, representations and/or warranties with respect to Hazardous Materials set forth above in Section 1.9, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract, whether commenced prior to foreclosure of the Mortgaged Property or after foreclosure of the Mortgaged Property, for Environmental Liabilities relating to the Mortgaged Property. All Environmental Liabilities incurred by Beneficiary (including court costs, consultant fees and reasonable attorneys fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Default Rate from the date of expenditure until said sums have been paid. E. Grantor acknowledges and agrees that Grantor shall be fully liable for the Environmental Liabilities hereunder, and such liability shall not be limited to the original principal amount of the Obligations secured hereby, and Grantor’s Obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance, or any other transfer of the Mortgaged Property or this Deed of Trust.

Environmental Remedies. At (i) With respect to any time after Remedial Actions required for which Buyer has retained liability hereunder or which, and to the occurrence extent, constituting a breach of the representations and during the continuance of an Event of Default under Grantor’s obligations warranties contained in Section 1.9 hereof 4(j) hereof, Seller shall, at its sole cost and expense, (and with respect to a breach of Section 4(j) hereof, within the limits provided by Section 6(e) above) promptly take all Remedial Actions required by any federal, state or local governmental agency or political subdivision, which requirements or necessity arise from the presence or threatened presence upon, about or beneath the Owned Real Property, of a Hazardous Material constituting a violation of any Environmental Laws by Seller or a predecessor owner of the Owned Real Property. Such actions shall be limited to those actions required by applicable Environmental Laws but may include, without limiting limitation, the investigation of the Environmental Condition of the Owned Real Property, the preparation of any feasibility studies, reports or remedial plans, and the performance of any Remedial Actions required by Environmental Laws. Seller shall take all actions reasonably necessary to attain compliance with applicable Environmental Laws in a cost effective manner, assuming continued industrial use of the Owned Real Property and employing risk based standards and institutional controls where available. Seller shall proceed in a reasonable commercial manner with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with all applicable Environmental Laws. Buyer shall, in good faith, take all reasonable actions to cooperate with Seller’s activities, including allowing Seller all necessary access to the Owned Real Property, for the Seller to efficiently and effectively take such Remedial Actions as are reasonably necessary to comply with its obligations hereunder. Any such actions taken shall be performed in a good, safe and workmanlike manner and shall take all reasonable commercial actions to minimize any impact on the business conducted on the Owned Real Property. Seller shall pay all costs in connection with such Remedial Actions, including, without limitation, all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Seller shall promptly provide to Buyer copies of testing results and reports that are generated in connection with the above activities. Promptly upon completion of such Remedial Actions, Seller shall take such commercially reasonable actions to remove all equipment utilized in the Remedial Action, repair any surface damage and otherwise restore the Owned Real Property to a condition under which it may continue to be utilized for the Business. (ii) Determining the Date of a Breach. (A) In the event the Parties have agreed that there has been a breach of Environmental Laws but there is a good faith dispute between the Parties as to when the breach occurred, the parties shall endeavor in good faith to agree when the breach of the Environmental Laws occurred. (B) If the Parties cannot resolve the issue of the timing of the breach within ninety (90) calendar days after a Party first raises the issue in writing, then the dispute shall be referred to an independent expert (“Independent Expert”), the identity of such expert to be agreed by Seller and Buyer or (failing agreement between them within twenty (20) calendar days) to be appointed by the CPR Institute for Dispute Resolution, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Independent Expert shall be required to have at least ten (10) years experience of advising in relation to matters of the same general description as the matter with respect to which the timing of the breach is being determined. The Independent Expert shall act as a mediator and not as an arbitrator and the Parties shall not be bound by the findings of the Independent Expert; provided that either Party may use the opinion (written or otherwise) expressed by the Independent Expert in any later proceeding. The costs and expenses of the Independent Expert (if appointed) shall be borne equally by Seller and Buyer. (C) The Independent Expert shall determine the procedure for making findings, provided that the Independent Expert shall (i) invite each of the Parties to make oral or written representations in relation to the particular matter on or before thirty (30) calendar days after appointment of the Independent Expert; (ii) make findings on the basis of the information provided by the Parties through the representations referred to above; and (iii) provide findings on or before sixty (60) calendar days after appointment; provided that the Independent Expert shall return a finding to the effect that he or she could not determine the date of the breach if, in the opinion of the Independent Expert, such date cannot be determined by a preponderance of the evidence presented to the Independent Expert. It is understood that the Independent Expert’s findings shall be limited to the timing of the breach and that the Independent Expert shall not determine any other rights of remedies of Beneficiary hereunderissues, under including the Loan Documents or at law or in equity: A. Beneficiary, acting by itself or through a court-appointed receiver, may enter upon, possess, manage, operate, dispose of, and contract to dispose cause of the Mortgaged Property alleged breach or any part thereof; take custody the respective Knowledge of all accounts; negotiate with any Governmental Authority the Parties, with respect to the Mortgaged Property’s compliance with Environmental Laws facts underlying the alleged breach. (iii) Without limiting the generality of Section 6(g) above, Buyer understands and any Remedial Action; take any action necessary agrees that its right to enforce compliance with Environmental Laws, including spending Rents to xxxxx the problem; make, terminate, enforce or modify Tenant Leases indemnification under Section 6(b) for breach of the Mortgaged Property upon such terms representations and conditions as Beneficiary deems proper; contract for goods warranties contained in Section 4(j) hereof shall constitute its sole and services, hire agents, employees, and counsel, make repairs, alterations, and improvements to the Mortgaged Property necessary, in Beneficiary’s judgment, to protect the security hereof; and/or take any and all other actions which may be necessary or desirable to comply with Grantor’s Obligations hereunder and under the Documents. B. With notice (or without notice in a case of emergency, or where the giving of notice is impracticable or where the Tenant or Grantor has abandoned the Mortgaged Property), and without releasing Grantor from any Obligation hereunder, to cure any default of Grantor and, in connection therewith, Beneficiary or its agents, acting by itself or through a court appointed receiver, may enter upon the Mortgaged Property or any part thereof and perform such acts and things as Beneficiary deems necessary or desirable to inspect, investigate, assess, and protect the security hereof, including of any of its other rights: (i) to obtain a court order to enforce Beneficiary’s right to enter and inspect the Mortgaged Property, to which the decision of Beneficiary as to whether there exists a Release or threatened Release of Hazardous Materials onto the Mortgaged Property shall be deemed reasonable and conclusive as between the parties hereto, if made in reasonable and good faith; and (ii) to have a receiver appointed to enforce Beneficiary’s right to enter and inspect the Mortgaged Property for Hazardous Materials. C. All reasonable costs and expenses reasonably incurred by Beneficiary exclusive remedy against Seller with respect to any environmental, health, or safety matter relating to the auditsAcquired Assets and the past, testscurrent, inspectionsor future facilities, properties, or operations of the Business and examinations which Beneficiary may conductall of Seller’s predecessors or Affiliates, including the fees of the engineers, laboratories, contractors, consultants, and attorneys, shall be paid by Grantor. All any such costs and expenses reasonably incurred by Trustee and Beneficiary (including court costs, reasonable consultant fees and attorney fees, whether incurred in litigation matter arising under any Environmental Laws or not and whether before or after judgment) shall bear interest at the Default Rate, from the date they are incurred until said sums have been paid. D. To seek a judgment that Grantor has breached its covenants, representations and/or warranties with respect to Hazardous Materials set forth above any Environmental Condition. The limitations contained in Section 1.9, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract, whether commenced prior to foreclosure of the Mortgaged Property or after foreclosure of the Mortgaged Property, for Environmental Liabilities relating this subparagraph shall not apply to the Mortgaged Property. All Environmental Liabilities incurred by Beneficiary (including court costs, consultant fees and reasonable attorneys fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Default Rate from the date obligations of expenditure until said sums have been paidSeller for any Excluded Liability. E. Grantor acknowledges and agrees that Grantor shall be fully liable for the Environmental Liabilities hereunder, and such liability shall not be limited to the original principal amount of the Obligations secured hereby, and Grantor’s Obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance, or any other transfer of the Mortgaged Property or this Deed of Trust.

Environmental Remedies. At any time after the occurrence and during the continuance of an Event of Default under GrantorTrustor’s obligations contained in Section 1.9 hereof but without limiting any other rights of remedies of Beneficiary hereunder, under the Loan Documents or at law or in equity: A. : Beneficiary, acting by itself or through a court-appointed receiver, may enter upon, possess, manage, operate, dispose of, and contract to dispose of the Mortgaged Property or any part thereof; take custody of all accounts; negotiate with any Governmental Authority with respect to the Mortgaged Property’s compliance with Environmental Laws and any Remedial Action; take any action necessary to enforce compliance with Environmental Laws, including spending Rents to xxxxx the problem; make, terminate, enforce or modify Tenant Leases of the Mortgaged Property upon such terms and conditions as Beneficiary deems proper; contract for goods and services, hire agents, employees, and counsel, make repairs, alterations, and improvements to the Mortgaged Property necessary, in Beneficiary’s judgment, to protect the security hereof; and/or take any and all other actions which may be necessary or desirable to comply with GrantorTrustor’s Obligations hereunder and under the Documents. B. . With notice (or without notice in a case of emergency, or where the giving of notice is impracticable or where the Tenant or Grantor Trustor has abandoned the Mortgaged Property), and without releasing Grantor Trustor from any Obligation hereunder, to cure any default of Grantor Trustor and, in connection therewith, Beneficiary or its agents, acting by itself or through a court appointed receiver, may enter upon the Mortgaged Property or any part thereof and perform such acts and things as Beneficiary deems necessary or desirable to inspect, investigate, assess, and protect the security hereof, including of any of its other rights: (i) to obtain a court order to enforce Beneficiary’s right to enter and inspect the Mortgaged Property, to which the decision of Beneficiary as to whether there exists a Release or threatened Release of Hazardous Materials onto the Mortgaged Property shall be deemed reasonable and conclusive as between the parties hereto, if made in reasonable and good faith; and (ii) to have a receiver appointed to enforce Beneficiary’s right to enter and inspect the Mortgaged Property for Hazardous Materials. C. All reasonable costs and expenses reasonably incurred by Beneficiary with respect to the audits, tests, inspections, and examinations which Beneficiary may conduct, including the fees of the engineers, laboratories, contractors, consultants, and attorneys, shall be paid by Grantor. All such costs and expenses reasonably incurred by Trustee and Beneficiary (including court costs, reasonable consultant fees and attorney fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Default Rate, from the date they are incurred until said sums have been paid. D. To seek a judgment that Grantor has breached its covenants, representations and/or warranties with respect to Hazardous Materials set forth above in Section 1.9, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract, whether commenced prior to foreclosure of the Mortgaged Property or after foreclosure of the Mortgaged Property, for Environmental Liabilities relating to the Mortgaged Property. All Environmental Liabilities incurred by Beneficiary (including court costs, consultant fees and reasonable attorneys fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Default Rate from the date of expenditure until said sums have been paid. E. Grantor acknowledges and agrees that Grantor shall be fully liable for the Environmental Liabilities hereunder, and such liability shall not be limited to the original principal amount of the Obligations secured hereby, and Grantor’s Obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance, or any other transfer of the Mortgaged Property or this Deed of Trust.