Common use of Environmental Review and Investigation Clause in Contracts

Environmental Review and Investigation. Company agrees that Agents may, from time to time and in their reasonable discretion, (i) retain, at Company's expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company and (ii) in the event (a) Agent reasonably believes that Company has breached any representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6 or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company or any of its Subsidiaries at any other location, or (b) an Event of Default has occurred and is continuing, conduct its own investigation of any Facility; provided that, in the case of any Facility no longer owned, leased, operated or used by Company or any of its Subsidiaries, Company shall only be obligated to use its best efforts to obtain permission for Agents' professional consultant to conduct an investigation of such Facility. For purposes of conducting such a review and/or investigation, Company hereby grants to Agents and their respective agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Agents, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company and Agents hereby acknowledge and agree that any report of any investigation conducted at the request of Agents pursuant to this subsection 6.7A will be obtained and shall be used by Agents and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (x) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to Company's use of or reliance on such report, (y) neither of the Agents nor any Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to Company, neither of the Agents nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Review and Investigation. Company Each Borrower agrees that Agents Administrative Agent may, from time to time and in their its reasonable discretion, (i) retain, at Company's Borrowers' expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company the Borrowers and (ii) in the event (a) Administrative Agent reasonably believes that Company a Borrower has breached any representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6 or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company or any of its Subsidiaries at any other location, location or (b) an Event of Default has occurred and is continuing, conduct its own investigation of any Facility; provided that, in the case of any Facility no longer owned, leased, operated or used by Company or any of its Subsidiaries, Company the Borrowers shall only be obligated to use its their best efforts to obtain permission for Agents' Administrative Agent's professional consultant to conduct an investigation of such Facility. For purposes of conducting such a review and/or investigation, Company the Borrowers hereby grants grant to Agents Administrative Agent and their respective its agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and AgentsAdministrative Agent, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company The Borrowers and Agents Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Agents Administrative Agent pursuant 151 160 to this subsection 6.7A will be obtained and shall be used by Agents Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree Administrative Agent agrees to deliver a copy of any such report to Company the Borrowers with the understanding that Company acknowledges the Borrowers acknowledge and agrees agree that (x) it they will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to Company's the Borrowers' use of or reliance on such report, (y) neither of the Agents Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to Companythe Borrowers, neither of the Agents Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Review and Investigation. Company Each Loan Party agrees that Agents Administrative Agent may, from time to time and in their its reasonable discretion, (i) retain, at CompanyBorrower's reasonable expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company any Loan Party and provided to Administrative Agent pursuant to subsection 6.7B(i) and (ii) in the event (a) Agent reasonably believes that Company has breached any representation, warranty an Event of Default occurs as a result of a breach of subsection 5.6 (to the extent relating to Environmental Laws or covenant contained in subsection 5.6Environmental Claims), 5.13, 6.6 (to the extent resulting from noncompliance with Environmental Laws) or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company or any of its Subsidiaries at any other locationand is continuing, or (b) an Event of Default has occurred the Loans and is continuingall other Obligations shall (automatically or by declaration) have become immediately due and payable pursuant to Section 8, conduct its own investigation of any Facilityreasonable scope and at reasonable expense; provided that, in the case Loan Parties shall only be obligated to use commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct an investigation of any Facility which is the basis of such Event of Default or such acceleration of the Loans and Obligations that is (x) no longer owned, leased, operated or used by Company Borrower or any of its Subsidiaries, Company shall only be obligated or (y) currently used by any Loan Party (but not owned, leased, or operated by any Loan Party) and with respect to use its best efforts which such Loan Party has no right or authority to obtain permission for Agents' permit Administrative Agent's professional consultant to conduct an investigation of such Facilitythereon. For purposes of conducting such a review and/or investigation, Company each Loan Party, to the extent that it has the power and authority to do so, hereby grants to Agents Administrative Agent and their respective its agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company such Loan Party or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and AgentsAdministrative Agent, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company To the extent reasonably practicable, Administrative Agent shall restore any property damaged by such investigation to its condition immediately prior to such investigation. Each Loan Party and Agents Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Agents Administrative Agent pursuant to this subsection 6.7A will be obtained and shall be used by Agents Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree Administrative Agent agrees to deliver a copy of any such report to Company Borrower with the understanding that Company each Loan Party acknowledges and agrees that (x1) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to CompanyBorrower's use of or reliance on such report, (y2) neither of the Agents any Agent nor any Lender makes any representation or warranty with respect to such report, and (z3) by delivering such report to CompanyBorrower, neither of the Agents any Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Review and Investigation. Company Borrower agrees that Agents Administrative Agent may, from time to time and in their its reasonable discretion, (i) retain, at CompanyBorrower's expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company Borrower after the date of this Agreement and (ii) in the event (a) Administrative Agent reasonably believes that Company Borrower has breached any representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6 or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company Borrower or any of its Subsidiaries at any other location, location or (b) an Event of Default has occurred and is continuing, conduct its own investigation of any Facility; provided PROVIDED that, in the case of any Facility no longer owned, leased, operated or used by Company Borrower or any of its Subsidiaries, Company Borrower shall only be obligated to use its best commercially reasonable efforts to obtain permission for Agents' Administrative Agent's professional consultant to conduct an investigation of such Facility. For purposes of conducting such a review and/or investigation, Company Borrower hereby grants to Agents Administrative Agent and their respective agentsits Administrative Agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and AgentsAdministrative Agent, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Agents Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Agents Administrative Agent pursuant to this subsection 6.7A will be obtained and shall be used solely by Agents Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree Administrative Agent agrees to deliver a copy of any such report to Company Borrower with the understanding that Company Borrower acknowledges and agrees that (x) it x)it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to CompanyBorrower's use of or reliance on such report, (y) neither of the Agents y)neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (z) by z)by delivering such report to CompanyBorrower, neither of the Agents Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Review and Investigation. Company agrees Credit Agreement Parties -------------------------------------- agree that Agents Administrative Agent may, from time to time and in their reasonable discretion, (i) at any time a fact, event or condition arises that, in Administrative Agent's reasonable discretion, Administrative Agent determines could give rise to environmental liabilities at any Facility that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, retain, at Company's Borrowers' expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials at such Facility prepared by or for Company Borrowers and (ii) in the event (a) Administrative Agent reasonably believes that Company any Credit Agreement Party has breached any representation, warranty or covenant contained in subsection 5.65.6 (as such subsection pertains to environmental matters), 5.13, 6.6 (as such subsection pertains to environmental matters) or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company Holdings or any of its Subsidiaries at any other location, conduct its own investigation of such breach or violation or (b) an Event of Default has occurred and is continuingcontinuing and the repayment of any amount due hereunder has been accelerated, conduct its own investigation of any Facility; provided that, in the case of any Facility no longer owned, leased, operated or used by Company or any of its Subsidiaries, Company shall only be obligated to use its best efforts to obtain permission for Agents' professional consultant to conduct an investigation of such Facility. For purposes of conducting such a review and/or investigationan investigation pursuant to clause (ii) of the preceding sentence, Company Credit Agreement Parties hereby grants grant to Agents Administrative Agent and their respective its agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewiththerewith (to the extent, at any Facility leased by Holdings or any of its Subsidiaries, such actions are permitted by the owner of such Facility). Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Holdings and AgentsAdministrative Agent, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company Each Credit Agreement Party and Agents Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Agents Administrative Agent pursuant to this subsection 6.7A will be obtained and shall be used by Agents Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree Administrative Agent agrees to deliver a copy of any such report to Company Holdings with the understanding that Company acknowledges Credit Agreement Parties acknowledge and agrees agree that (x) it they will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to Companyany Credit Agreement Party's use of or reliance on such report, (y) neither of the Agents Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to CompanyHoldings, neither of the Agents Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Review and Investigation. Company Each Loan Party agrees that Agents Administrative Agent may, from time to time and in their its reasonable discretion, (i) retain, at CompanyBorrower's reasonable expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company any Loan Party and provided to Administrative Agent pursuant to subsection 6.7B(i) and (ii) in the event (a) Agent reasonably believes that Company has breached any representation, warranty an Event of Default occurs as a result of a breach of subsection 5.6 (to the extent relating to Environmental Laws or covenant contained in subsection 5.6Environmental Claims), 5.13, 6.6 (to the extent resulting from noncompliance with Environmental Laws) or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company or any of its Subsidiaries at any other locationand is continuing, or (b) an Event of Default has occurred the Loans and is continuingall other Obligations shall (automatically or by declaration) have become immediately due and payable pursuant to Section 8, conduct its own investigation of any Facilityreasonable scope and at reasonable expense; provided that, in the case Loan Parties shall only be obligated to use commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct an investigation of any Facility which is the basis of such Event of Default or such acceleration of the Loans and Obligations that is (x) no longer owned, leased, operated or used by Company Borrower or any of its Subsidiaries, Company shall only be obligated or (y) currently used by a Loan Party (but not owned, leased, or operated by any Loan Party) and with respect to use its best efforts which Borrower has no right or authority to obtain permission for Agents' permit Administrative Agent's professional consultant to conduct an investigation of such Facilitythereon. For purposes of conducting such a review and/or investigation, Company each Loan Party, to the extent that it has the power and authority to do so, hereby grants to Agents Administrative Agent and their respective its agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company such Loan Party or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and AgentsAdministrative Agent, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company To the extent reasonably practicable, Administrative Agent shall restore any property damaged by such investigation to its condition immediately prior to such investigation. Each Loan Party and Agents Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Agents Administrative Agent pursuant to this subsection 6.7A will be obtained and shall be used by Agents Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree Administrative Agent agrees to deliver a copy of any such report to Company Borrower with the understanding that Company each Loan Party acknowledges and agrees that (x1) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to CompanyBorrower's use of or reliance on such report, (y) neither of the Agents nor any Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to Company, neither of the Agents nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.,

Environmental Review and Investigation. Company agrees that Agents may, from time to time and in their reasonable discretion, (i) retain, at Company's expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company and (ii) in the event (a) Agent reasonably believes that Company has breached any representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6 or 6.7 or that there has been a material violation of Environmental Laws at any Facility or by Company or any of its Subsidiaries at any other location, or (b) an Event of Default has occurred and is continuing, conduct its own investigation of any Facility; provided that, in the case of any Facility no longer owned, leased, operated or used by Company or any of its Subsidiaries, Company shall only be obligated to use its best efforts to obtain permission for Agents' professional consultant to conduct an investigation of such Facility. For purposes of conducting such a review and/or investigation, Company hereby grants to Agents and their respective agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Agents, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company and Agents hereby acknowledge and agree that any report of any investigation conducted at the request of Agents pursuant to this subsection 6.7A will be obtained and shall be used by Agents and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Agents agree to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (x) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to Company's use of or reliance on such report, (y) neither of the Agents nor any Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to Company, neither of the Agents nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

Environmental Review and Investigation. Company (i) The Borrower agrees that Agents the Administrative Agent may, from time to time and in their its reasonable discretion, (i) retain, at Company's the Borrower’s expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for Company and the Borrower with respect to any Mortgaged Property; and (ii) in the event (aA) the Administrative Agent reasonably believes that Company the Borrower has breached any representation, warranty or covenant contained in subsection Sections 3.6, 3.13, 5.6, 5.13, 6.6 5.7 or 6.7 5.8 or that there has been a material violation of Environmental Laws at any Facility or by Company the Borrower or any of its Subsidiaries at any other location, location or (bB) an a Default or Event of Default has occurred and is continuing, the Borrower agrees that the Administrative Agent may, from time to time and in its reasonable discretion, (i) retain, at the Borrower’s expense, an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for the Borrower and (ii) subject to the terms of any applicable lease, conduct its own investigation of any Facility; provided that, in the case of any Facility no longer owned, leased, operated or used by Company the Borrower or any of its Subsidiaries, Company the Borrower shall only be obligated to use its best make reasonable efforts to obtain permission for Agents' the Administrative Agent’s professional consultant to conduct an investigation of such Facility. For purposes of conducting such a any review and/or investigationinvestigation pursuant to subsection (a) or (b) above, Company subject to the terms of any applicable lease, the Borrower hereby grants to Agents the Administrative Agent and their respective its agents, employees, consultants and contractors the right to enter into or onto any Facilities currently owned, leased, operated or used by Company the Borrower or any of its Subsidiaries and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company the Borrower and Agentsthe Administrative Agent, during normal business hours and, to the extent 93 102 reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such Facility or to cause any damage or loss to any property at such Facility. Company The Borrower and Agents the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Agents the Administrative Agent pursuant to this subsection 6.7A Section will be obtained and shall be used by Agents the Administrative Agent and the Lenders solely for the purposes of the Lenders' ’ internal credit decisions, to monitor and police the Loans and to protect the Lenders' ’ security interests, if any, interests created by the Loan Credit Documents. Agents agree The Administrative Agent agrees to deliver a copy of any such report to Company the Borrower with the understanding that Company the Borrower acknowledges and agrees that (x1) it will indemnify and hold harmless each the Administrative Agent and each Lender from any costs, losses or liabilities relating to Company's the Borrower’s use of or reliance on such report, (y2) neither of the Agents Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (z3) by delivering such report to Companythe Borrower, neither of the Agents Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.