Common use of Remedial Action Clause in Contracts

Remedial Action. (a) Seller and the Selling Subsidiaries shall have control over the conduct of all Remedial Action relating to the Retained Environmental Liabilities. In the event that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Action.

Remedial Action. (a) Seller The Developer undertakes to carry out all of its obligations under the Rectification Plan and to xxxxx XXXx all access reasonably necessary for ESCo to inspect the Selling Subsidiaries shall Customer Meters and CIUs to confirm that the Developers obligations under the Rectification Plan have control over the conduct of all Remedial Action relating been carried out to the Retained Environmental LiabilitiesESCo's reasonable satisfaction. In the event XXXx agrees that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action representative of the Xxxxxxxxxxx Asbestos Contamination Developer shall be permitted to accompany ESCo and its representatives on such inspection. ESCo shall accept the inclusion of those Customer Meters and CIUs scheduled as having Non-Conformities preventing them being part of ESCo Services once the Developer has carried out its obligations for that Customer Meter or CIU under applicable Law, Purchaser shall notify Seller prior the Rectification Plan. If the Developer fails to taking any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with carry out any of its development projects and Seller and obligations under the Selling Subsidiaries Rectification Plan within the timescales set out in the Rectification Plan, the Developer shall use commercially be liable for all reasonable efforts Losses that ESCo incurs as a direct result. If such failure persists for more than [sixty (60)] days after an initial written notice from ESCo to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations Developer of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries Developer’s failure to carry out the Remedial Action. (c) Seller relevant obligations under the Rectification Plan ESCo may perform, or procure that a third party performs, the relevant obligations under the Rectification Plan and the Selling Subsidiaries Developer shall ensure be liable for ESCo’s reasonable Losses incurred when doing so. Heat Interface Units Inspection and Information For the purposes of setting quality standards early, ESCo shall undertake an Initial Inspection of a sample of HIUs (no greater than [ ( )] HIUs) installed with the Secondary Distribution Network, and highlight where they have Non-Conformities. The Developer shall give ESCo not less than [twenty one (21)] days' notice of this requirement and shall xxxxx XXXx all access reasonably necessary for ESCo to undertake the Initial Inspection. XXXx agrees that a representative of the Developer shall be permitted to accompany ESCo and its representatives on such inspection. Not later than [fourteen (14)] days before the commencement of the Final Inspection of the HIUs installed with the Secondary Distribution Network, the Developer shall provide ESCo with the following information in relation to the HIUs: as built drawings in pdf and AutoCAD format of each type of HIU; pressure testing records of the tertiary (within Unit) network; flushing records of the tertiary (within Unit) network; Evidence that tertiary (within Unit) network water has been chemically treated; electrical testing records and certificates of the HIU; operation and maintenance manuals, including manufacturers’ literature of the HIU; and control system operation manual of the HIU. Serial numbers of each HIU inclusive of heat meter housed within it and the property address or Plot Development reference. When requested by the Developer by giving not less than [twenty one (21)] days’ notice, ESCo shall undertake the Final Inspection of the HIUs installed with the Secondary Distribution Network, to assess whether the HIUs are free from any Remedial Action Non-Conformities. The Developer shall xxxxx XXXx all access reasonably necessary for ESCo to witness the Final Commissioning. XXXx agrees that a representative of the Developer shall be permitted to accompany ESCo and its representatives witnessing the Final Inspection. The Developer shall provide ESCo with any updated information listed in 4.1.2 above if such information is carried out: updated, or if new information is available, before the date ESCo commences the Secondary Distribution Network Services. Defects and Non-Conformities Not later than [seven (i) 7)] days after the Initial Inspection (if it has been requested by suitably qualified and experienced environmental personnelthe Developer), consultants or other contractors; ESCo shall provide an initial Schedule of Non-Conformities to the Developer. Not later than [seven (ii) in compliance 7)] days after the Final Inspection, ESCo shall provide a final Schedule of Non-Conformities to the Developer clearly scheduling which HIUs have Non-Conformities. Rectification Plan Within [fourteen (14)] days of ESCo providing the Developer with Environmental Law; (iii) competently, diligently and the final Schedule of Non-Conformities for the HIUs in accordance with good industry practice; and (iv) paragraph 4.2.2 above, the Parties shall meet to mutually agree a reasonable timeline. (d) In conducting any Remedial Action, Seller Rectification Plan setting out the Non-Conformities and the Selling Subsidiaries agreed remedial works and/or actions that the Developer (or its agents) shall ensure thattake in respect of the Non-Conformities, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers including any agreed time scales or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; terms. If, within [twenty one (ii) they provide a reasonably detailed description 21)] days of receipt of the scope final Schedule of Non-Conformities, the proposed Remedial Action to Purchaser prior to its commencement Developer and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and ESCo do not agree a Rectification Plan, either Party may invoke the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; dispute resolution procedure in Clause 27 (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial ActionDispute Resolution Procedure).

Remedial Action. Without prejudice to the City’s rights under this Section 14 [Default, Remedies and Termination Events] or Section 15 [Termination] or any other rights of the City pursuant to this Agreement, the City may, upon notice to Project Co (awhich notice shall specify pertinent details of the intended action), take such action (the “Remedial Action”) Seller in relation to the Project Work as the City reasonably considers necessary to mitigate the risk or the impact of one or more of the foregoing developments, and in that event: (i) the City shall provide Project Co with written notice of its intentions to exercise its rights under this Section 14.7 [City’s Remedial Rights] and shall provide Project Co an opportunity to promptly respond to this notice and advise the City of Project Co’s willingness, capacity and capability to take the necessary Remedial Action to satisfactorily mitigate and manage the risk and impact of the relevant development as identified by the City. The notice provided by the City shall specify the time by which the City requires this response from Project Co as the City may reasonably determine having regard to the urgency of the situation and the Selling Subsidiaries shall have control over the conduct of all potential for adverse impacts to occur if Remedial Action relating is not attended to in a prompt and effective manner; (ii) after providing the notice described in the preceding sub-paragraph and considering the Project Co response, if any, the City may either: (A) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co to take such steps as are necessary or expedient to perform the Remedial Action, and Project Co shall use all commercially reasonable efforts to comply with the City’s requirements as soon as reasonably practicable; or (B) if it considers, acting reasonably, that there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as the City considers are appropriate, either itself or by engaging others and, to ensure performance of the relevant Project Work to the Retained Environmental Liabilitiesstandards required by this Agreement, or as closely as possible to those standards as the circumstances permit. In The City shall carry out such steps as quickly as is practicable, and in such manner as will minimize undue interference with Project Co’s performance of its obligations under this Agreement; and (iii) if either (A) the event that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking any such action and permit Seller a reasonable opportunity to prepare need for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with arise as a result of any breach by Project Co or any Project Co Person of any provision of this Agreement or any other Legal Fault of Project Co or any Project Co Person, or (B) the City exercises its rights pursuant to this Section 14.7 [City’s Remedial Rights], and it is later acknowledged by the City or determined through the Dispute Resolution Procedure that the City was not entitled to do so under the terms of this Agreement, then the Remedial Action shall constitute a Relief Event under and be subject to cooperate with the Remedial Action in connection with any of its development projects Section 11 [Relief Events and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the PurchaserLimited Relief Events]. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Action.

Remedial Action. Without prejudice to the City’s rights under this Section 13 [Default, Remedies and Termination Events] or Section 14 [Termination] or any other rights of the City pursuant to this Agreement, the City may, upon notice to Design-Builder (awhich notice shall specify pertinent details of the intended action), take such action (the “Remedial Action”) Seller in relation to the Project Work as the City reasonably considers necessary to mitigate the risk or the impact of one or more of the foregoing developments, and in that event: (i) the City shall provide Design-Builder with written notice of its intentions to exercise its rights under this Section 13.7 [City’s Remedial Rights] and shall provide Design-Builder an opportunity to promptly respond to this notice and advise the City of Design-Builder’s willingness, capacity and capability to take the necessary Remedial Action to satisfactorily mitigate and manage the risk and impact of the relevant development as identified by the City. The notice provided by the City shall specify the time by which the City requires this response from Design-Builder as the City may reasonably determine having regard to the urgency of the situation and the Selling Subsidiaries shall have control over the conduct of all potential for adverse impacts to occur if Remedial Action relating is not attended to in a prompt and effective manner; (ii) after providing the notice described in the preceding sub-paragraph and considering the Design-Builder response, if any, the City may either: (A) if it considers that there is sufficient time and that it is likely that Design- Builder will be willing and able to provide assistance, require Design- Builder to take such steps as are necessary or expedient to perform the Remedial Action, and Design-Builder shall use all commercially reasonable efforts to comply with the City’s requirements as soon as reasonably practicable; or (B) if it considers, acting reasonably, that there is not sufficient time, or that Design-Builder is not likely to be willing and able to take the necessary steps, take such steps as the City considers are appropriate, either itself or by engaging others and, to ensure performance of the relevant Project Work to the Retained Environmental Liabilitiesstandards required by this Agreement, or as closely as possible to those standards as the circumstances permit. In The City shall carry out such steps as quickly as is practicable, and in such manner as will minimize undue interference with Design-Builder’s performance of its obligations under this Agreement; and (iii) if either (A) the event that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking any such action and permit Seller a reasonable opportunity to prepare need for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with arise as a result of any breach by Design-Builder or any Design-Builder Person of any provision of this Agreement or any other Legal Fault of Design-Builder or any Design- Builder Person, or (B) the City exercises its rights pursuant to this Section 13.7 [City’s Remedial Rights], and it is later acknowledged by the City or determined through the Dispute Resolution Procedure that the City was not entitled to do so under the terms of this Agreement, then the Remedial Action shall constitute a Relief Event under and be subject to cooperate with the Remedial Action in connection with any of its development projects Section 10 [Relief Events and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the PurchaserLimited Relief Events]. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Action.

Remedial Action. (a) Seller and the Selling Subsidiaries shall have control over the conduct of all shall, as promptly as is required, undertake Remedial Action relating to for those items listed in the Retained Environmental Liabilities. In the event that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaser.attached Schedule B. (b) Purchaser Seller shall grant Seller conduct Remedial Action in the event a Claim is submitted to Buyer regarding Known Environmental Conditions or Unknown Environmental Conditions, subject to Section 2.1(e) of the Asset Purchase Agreement provided that (x) the Claim must be submitted to Buyer before the expiration of ten (10) years following the date of Closing; and (y) the Selling Subsidiaries Claim cannot arise as a result of Buyer's notification to or communication with the third party or governmental authority submitting the Claim, except where such information, access notification is required by Environmental Law. (c) A Remedial Action shall be deemed adequate for the purposes of satisfying Seller's obligations hereunder to the Xxxxxxxxxxx Property, extent such Remedial Action: (i) attains compliance in the most reasonable cost-effective manner with Risk-based Action Levels; and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out (ii) complies with Environmental Laws including any applicable order or directive issued by a governmental authority having jurisdiction over the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting With respect to any claim requiring Remedial Action, Seller shall have sixty (60) days after receipt of written notice thereof from Buyer (with such notice being provided within a reasonable time after receipt so as not to prejudice Seller and stating with reasonable specificity the nature of the environmental condition, the basis of the assertion, that Buyer has not responded to the Claim, and the Selling Subsidiaries shall ensure that, except amount thereof to the extent necessary known), to respond to an emergency before such steps can be taken: either (i) they consult with acknowledge in writing that Seller will conduct the Purchaser with regard Remedial Action, in which case Seller shall undertake, conduct and control, through counsel, consultants and contractors of Seller's choosing subject to the appointment approval of external environmental consultantsBuyer, engineers which approval shall not be unreasonably withheld the defense, investigation, remediation, and settlement thereof or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they fail to acknowledge in writing that it will or acknowledge in writing that it will not conduct the Remedial Action with respect to such matter, in which case Seller shall permit Buyer to assume the conduct and control of the defense, investigation, remediation, and settlement thereof through counsel, consultants and contractors of Buyer's own choosing (and reasonably satisfactory to Seller); provided that if it is ultimately determined that Seller should have conducted, in whole or part, the Remedial Action, the reasonable fees and expenses of Buyer's counsel, consultants and contractors shall be indemnified hereunder subject to Section 2.1(e) of the Asset Purchase Agreement. (e) Upon acknowledging its Remedial Action obligations hereunder, Seller shall have the right to conduct all Remedial Actions and other activities necessary to comply with its obligations hereunder and Seller shall have sole decision-making authority and control as to such matters; provided that in exercising its rights and obligations, (i) Seller shall provide a reasonably detailed description of the Buyer with the scope of work for the proposed Remedial Action to Purchaser Actions prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of conducting such Remedial Action; and Actions. Buyer may provide any comments to the scope of work within five (iv5) Purchaser is informed as soon as reasonably practicable after business days of receipt thereof. Seller or the Selling Subsidiaries becomes aware of any material change shall use best efforts to address Buyer's reasonable comments in the scope of work. Where agency approval is not required or likely costs obtained and Buyer seeks to add to or revise the scope of work which addition or revision Seller disputes, the terms of paragraph 7 (Dispute Resolution) shall apply and (ii) neither Party shall take actions that Remedial Actionwould prevent or hinder the other party from complying in all material respects with Environmental Laws. Seller will not, without the written consent of Buyer (which consent shall not unreasonably be withheld), compromise the current industrial use or existing operations of the Property. (f) Seller's obligations under this Agreement in respect to Known Environmental Conditions or Unknown Environmental Conditions shall be reduced to the extent that any act, failures to act, or negligence by, or gross negligence of, Buyer or its affiliates, successors or assigns after the Closing Date adversely affect such obligations in any way.

Remedial Action. (ai) Seller Borrower shall promptly take and diligently prosecute any and all necessary remedial actions upon obtaining knowledge of the Selling Subsidiaries presence, storage, use, disposal, transportation, active or passive migration, release or discharge of any Hazardous Materials on, under or about any Individual Property in violation of any Environmental Laws; provided, however, that whether or not such action is required under applicable Environmental Laws, Borrower shall be required to take all remedial action necessary to clean up and remove mold and microbial matter from any Individual Property in the event that any action, suit or proceeding shall be commenced or threatened (in writing) by any Person or Governmental Authority with respect thereto or any investigation related to mold or microbial matter is commenced by any Governmental Authority, which action, suit, proceeding or investigation, if adversely determined, could reasonably be expected to have control over the conduct of all Remedial Action relating to the Retained Environmental Liabilitiesa Material Adverse Effect. In the event that Purchaser reasonably expects Borrower undertakes or causes to act in a manner that would require be undertaken any remedial action with respect to any Hazardous Materials on, under or expand a Remedial Action of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking about any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Individual Property, Borrower shall conduct and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) complete such remedial action in compliance with all applicable Environmental Law; (iii) competently, diligently Laws and in accordance with good industry practice; the applicable policies, orders and (iv) to a reasonable timelinedirectives of all federal, state and local governmental authorities. (dii) In conducting any Remedial ActionIf requested by Lender, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: all remedial actions under clause (i) they consult with above shall be performed by contractors, and under the Purchaser with regard to the appointment supervision of external environmental consultantsa consulting engineer, engineers which shall not be an Affiliate of Borrower, each approved in advance by Lender which approval shall not be 49 unreasonably withheld or other advisers delayed. All costs and expenses reasonably incurred in connection with such Remedial Action remedial actions shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the remedial actions, Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such remedial actions to be performed. Borrower shall pay or reimburse Lender on demand for all expenses (including reasonable regard attorneys’ fees and disbursements, but excluding internal overhead, administrative and similar costs of Lender) reasonably relating to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; or incurred by Lender in connection with monitoring, reviewing or performing any remedial actions in accordance herewith. (iii) they provide reasonably detailed reports Borrower shall not commence any remedial actions under clause (i) above without Lender’s prior written approval which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Material on, under or about any Individual Property poses an immediate threat to Purchaser at such intervals as Purchaser may reasonably request regarding the progress health, safety or welfare of any Person or the environment, or is of such Remedial Action; and (iv) Purchaser a nature that an immediate response is informed necessary or required under applicable Environmental Law, then Borrower may commence all necessary remedial actions without Lender’s prior written approval. In such events, Borrower shall notify Lender as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware and, in any event, within three Business Days, of any material change in the scope action taken. Borrower shall not enter into any settlement agreement, consent decree or likely costs of that Remedial Actionother compromise relating to Hazardous Materials or Environmental Laws unless and until Lender has provided its prior written consent thereto.

Remedial Action. (a) Seller If CMS determines that any provision of this Agreement may have been violated, CMS may take one or more of the following remedial actions: (i) Notify the MDPCP Practice and, if applicable and appropriate, the Selling Subsidiaries shall have control over MDPCP Partner CTO of the conduct violation; (ii) Require the MDPCP Practice to provide additional information to CMS; (iii) Conduct on-site visits, interview MDPCP Beneficiaries or MDPCP Partner CTOs, or take other actions to gather information; (iv) Place the MDPCP Practice on a monitoring plan and/or auditing plan developed by CMS; (v) Require the MDPCP Practice to terminate its CTO Arrangement with an MDPCP Partner CTO; (vi) Require the MDPCP Practice to remove an MDPCP Practitioner from the Practitioner Roster or, if applicable, an individual from the Staff Roster; (vii) Require the MDPCP Practice to terminate the MDPCP Practice’s relationship with any individual or entity performing functions or providing services related to MDPCP Practice Site Activities. (viii) Deny, withhold, suspend, or recoup MDPCP Payments. (ix) Amend this Agreement without the consent of the MDPCP Practice to provide that any or all Remedial Action relating waivers of existing law made pursuant to section 1115A(d)(1) of the Act, if applicable, will be inapplicable; (x) Discontinue the data sharing and providing reports to the Retained Environmental LiabilitiesMDPCP Practice under Article 10.3; and (xi) Request a corrective action plan (“CAP”) from the MDPCP Practice that is acceptable to CMS. In If CMS requests a CAP, the event following provisions would apply: (A) The MDPCP Practice shall submit a CAP to CMS for approval by a deadline established by CMS; (B) The CAP must address what actions the MDPCP Practice will take within a specified time period to ensure that Purchaser reasonably expects all deficiencies will be corrected and that the MDPCP Practice will be in compliance with the terms of this Agreement; and (C) If the MDPCP Practice does not comply with a CMS-approved CAP within the specified time period, CMS may take appropriate remedial action, up to act in a manner that would require or expand a Remedial Action and including termination of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the PurchaserAgreement Performance Period or this Agreement. (b) Purchaser shall grant Seller and CMS may impose additional remedial actions or terminate this Agreement or the Selling Subsidiaries such information, access Agreement Performance Period pursuant to Article 14.2 if CMS determines that remedial actions described in Article 14.1(a) were insufficient to correct the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult MDPCP Practice’s noncompliance with the Purchaser with regard to the appointment terms of external environmental consultants, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Actionthis Agreement.

Remedial Action. (a) Seller The Developer undertakes to carry out all of its obligations under the Rectification Plan and to xxxxx XXXx all access reasonably necessary for ESCo to inspect the Selling Subsidiaries shall Customer Meters and CIUs to confirm that the Developers obligations under the Rectification Plan have control over the conduct of all Remedial Action relating been carried out to the Retained Environmental LiabilitiesESCo's reasonable satisfaction. In the event XXXx agrees that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action representative of the Xxxxxxxxxxx Asbestos Contamination Developer shall be permitted to accompany ESCo and its representatives on such inspection. ESCo shall accept the inclusion of those Customer Meters and CIUs scheduled as having Non-Conformities preventing them being part of ESCo Services once the Developer has carried out its obligations for that Customer Meter or CIU under applicable Law, Purchaser shall notify Seller prior the Rectification Plan. If the Developer fails to taking any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with carry out any of its development projects and Seller and obligations under the Selling Subsidiaries Rectification Plan within the timescales set out in the Rectification Plan, the Developer shall use commercially be liable for all reasonable efforts Losses that ESCo incurs as a direct result. If such failure persists for more than [sixty (60)] days after an initial written notice from ESCo to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations Developer of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries Developer’s failure to carry out the Remedial Action. (c) Seller relevant obligations under the Rectification Plan ESCo may perform, or procure that a third party performs, the relevant obligations under the Rectification Plan and the Selling Subsidiaries Developer shall ensure be liable for ESCo’s reasonable Losses incurred when doing so. Heat Interface Units Inspection and Information For the purposes of setting quality standards early, ESCo shall undertake an Initial Inspection of a sample of HIUs (no greater than [ ( )] HIUs) installed with the Secondary Distribution Network, and highlight where they have Non-Conformities. The Developer shall give ESCo not less than [twenty one (21)] days' notice of this requirement and shall xxxxx XXXx all access reasonably necessary for ESCo to undertake the Initial Inspection. XXXx agrees that a representative of the Developer shall be permitted to accompany ESCo and its representatives on such inspection. Not later than [fourteen (14)] days before the commencement of the Final Inspection of the HIUs installed with the Secondary Distribution Network, the Developer shall provide ESCo with the following information in relation to the HIUs: as built drawings in pdf and AutoCAD format of each type of HIU; pressure testing records of the tertiary (within Unit) network; flushing records of the tertiary (within Unit) network; Evidence that tertiary (within Unit) network water has been chemically treated; electrical testing records and certificates of the HIU; operation and maintenance manuals, including manufacturers’ literature of the HIU; and control system operation manual of the HIU. Serial numbers of each HIU inclusive of heat meter housed within it and the property address or Plot Development reference. When requested by the Developer by giving not less than [twenty one (21)] days’ notice, ESCo shall undertake the Final Inspection of the HIUs installed with the Secondary Distribution Network, to assess whether the HIUs are free from any Remedial Action Non-Conformities. The Developer shall xxxxx XXXx all access reasonably necessary for ESCo to witness the Final Commissioning. XXXx agrees that a representative of the Developer shall be permitted to accompany ESCo and its representatives witnessing the Final Inspection. The Developer shall provide ESCo with any updated information listed in 4.1.2 above if such information is carried out: updated, or if new information is available, before the date ESCo commences the Operation and Maintenance Services. Defects and Non-Conformities Not later than [seven (i) 7)] days after the Initial Inspection (if it has been requested by suitably qualified and experienced environmental personnelthe Developer), consultants or other contractors; ESCo shall provide an initial Schedule of Non-Conformities to the Developer. Not later than [seven (ii) in compliance 7)] days after the Final Inspection, ESCo shall provide a final Schedule of Non-Conformities to the Developer clearly scheduling which HIUs have Non-Conformities. Rectification Plan Within [fourteen (14)] days of ESCo providing the Developer with Environmental Law; (iii) competently, diligently and the final Schedule of Non-Conformities for the HIUs in accordance with good industry practice; and (iv) paragraph 4.2.2 above, the Parties shall meet to mutually agree a reasonable timeline. (d) In conducting any Remedial Action, Seller Rectification Plan setting out the Non-Conformities and the Selling Subsidiaries agreed remedial works and/or actions that the Developer (or its agents) shall ensure thattake in respect of the Non-Conformities, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers including any agreed time scales or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; terms. If, within [twenty one (ii) they provide a reasonably detailed description 21)] days of receipt of the scope final Schedule of Non-Conformities, the proposed Remedial Action to Purchaser prior to its commencement Developer and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and ESCo do not agree a Rectification Plan, either Party may invoke the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; dispute resolution procedure in Clause 27 (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial ActionDispute Resolution Procedure).

Remedial Action. (ai) Seller In the case of Remedial Action in an Emergency the cost of which is or may become the subject of a claim under sub clause 9.6.2, if it is not reasonably practicable, having regard to the immediacy and severity of the danger to human health and safety or to structural safety of a Specified Hotel or Specified Additional Hotels, to comply with the procedure set out in the rest of this sub clause 9.6.5, the Purchaser may undertake such Remedial Action as is immediately required to limit, contain or axxxx the Emergency provided that the Purchaser shall provide written notice to the Sellers of the Emergency and the Selling Subsidiaries shall have control over the conduct of all Remedial Action so undertaken as soon as reasonably practicable thereafter and in any event within 5 Business Days and that any further Remedial Action relating to such Emergency shall be subject to the Retained procedure set out in the rest of this sub clause. (ii) The Purchaser shall as soon as practicable (and in any event within 10 Business Days of receipt of such notification or of reaching such recommendation) notify the Sellers of any recommendations made by ENVIRON as part of the ENVIRON Investigation or any measures the Purchaser recommends to be undertaken in an Emergency or where an Environmental LiabilitiesTrigger Event under limb (c) of that definition has occurred in each case providing reasonable information thereon. To the extent the Sellers agree the recommendations should be implemented they shall notify the Purchaser in writing as soon as reasonably practicable and in any event within 15 Business Days of receipt of the Purchaser’s notice of their agreement and the parties shall act in good faith to agree a detailed scope of works for such Remedial Action within 10 Business Days of the Sellers’ notice. (iii) To the extent that the Sellers dispute any recommendations made by ENVIRON as part of the ENVIRON Investigation or any measures the Purchaser recommends to be undertaken in an Emergency or where an Environmental Trigger Event under limb (c) of that definition has occurred., the Sellers shall notify the Purchaser in writing within 15 Business Days of the Purchaser’s notice of such disagreement and either party shall be entitled to refer the matter to the Environmental Expert for expert determination pursuant to sub clause 9.6.6. (iv) Where a Remedial Action Recommendation has been agreed or determined in relation to a Specified Hotel, or for Specified Hotels and Specified Additional Hotels, where Remedial Action relating to an Emergency which falls outside sub clause 9.6.5(i) above, or where an Environmental Trigger Event under limb (c) of that definition has occurred has been agreed or determined, the Sellers shall have conduct of any Remedial Action arising therefrom unless (i) they notify the Purchaser in writing within 7 Business Days of such agreement or determination that they elect not to have such conduct or (ii) the Purchaser is unable to procure the necessary consent for them to do so pursuant to the terms of any lease under which such Specified Hotel or Specified Additional Hotels may be held. The Purchaser shall give and shall procure that any member of the Purchaser’s Group, subject always to the terms of any lease under which such Specified Hotel or Specified Additional Hotels may be held, gives the Sellers and their advisers all such access to any Specified Hotel or Specified Additional Hotels and all such co-operation, information and assistance as is reasonably necessary to permit the Sellers to discharge their obligations as Conduct Party. (v) If the Sellers elect not to or cannot have (as a result of failure to procure the necessary consent under the terms of any applicable lease) conduct of such Remedial Action, the Purchaser shall have conduct thereof. The party or parties with conduct of such Remedial Action is hereafter referred to as the “Conduct Party”, and the party or parties without conduct shall be referred to as the “Other Party”. (vi) The Conduct Party shall carry out such Remedial Action in such a manner as to cause as little interference, disturbance or inconvenience as is reasonably practicable to the business carried on at the relevant Specified Hotel or Specified Additional Hotels and shall work with the Other Party or any member of the Other Party’s group to minimise any such interference, disturbance or inconvenience and where possible to coordinate such Remedial Action with any planned maintenance programme at the relevant Specified Hotel or Specified Additional Hotels. (vii) The Conduct Party shall use its reasonable efforts to procure that the Other Party may attend and participate in any material discussions concerning the Remedial Action. The Conduct Party shall use its reasonable efforts to procure that the Other Party receives and has reasonable opportunity to comment upon any change to the scope of works or the terms of reference for the Remedial Action and the appointment of and contractual terms under which any environmental consultant or contractor is to be engaged to undertake such Remedial Action and that any such consultant or contractor is engaged on terms such that it owes a duty of care to the Other Party. (viii) Subject to the rest of this sub clause 9.6.5 the Conduct Party shall use its reasonable endeavours to procure that any Remedial Action agreed or determined to be required is implemented: (a) at its cost save as otherwise provided under clause 9.6.3; (b) as soon as reasonably practicable but having regard to (vi) above; (c) by appropriately qualified and experienced environmental consultants (or other contractors) as approved by the Other Party (such approval not to be unreasonably withheld or delayed); (d) in compliance with Environmental Law or any court order or settlement as the case may be; and (e) in accordance with the scope of works and using all reasonable endeavours to ensure that it is undertaken competently and diligently in accordance with good environmental practice. (ix) The Conduct Party shall keep the Other Party regularly informed as to progress of the Remedial Action or of any matter which could materially affect the scope, design or execution of any Remedial Action and shall provide the Other Party with copies of any draft reports and investigations relevant or relating to such Remedial Action. (x) The Conduct Party shall obtain the Other Party’s prior written approval (not to be unreasonably withheld or delayed) to any draft reports becoming final and to any material correspondence with any third party (including with the principal environmental consultant or contractor engaged upon the Remedial Action) or any Environmental Authority in relation to the Remedial Action and shall not make any admission of liability or any settlement or compromise in relation to any such Remedial Action with any third party or any Environmental Authority without the Other Party’s prior written consent (not to be unreasonably withheld or delayed). (xi) Upon completion of any Remedial Action undertaken pursuant to a Remedial Action Recommendation, the Conduct Party shall procure that its principal environmental consultant (or other contractor) shall supply to the Other Party within 15 Business Days of completion of the Remedial Action a written certificate stating that such Remedial Action has been completed materially in accordance with the scope of works and that in its professional opinion no further Remedial Action would have been required of the Sellers or any member of the Seller’s Group by any Environmental Authority acting reasonably in respect of the subject matter of the applicable Remedial Action Recommendation in order to discharge a liability under or breach of Environmental Law and/or to put the relevant Specified Hotel into compliance with Environmental Law if such Environmental Authority had had knowledge thereof immediately before Completion (“Completed”). In the event that Purchaser reasonably expects the applicable consultant or contractor is unwilling to act in a manner that would require or expand a Remedial Action of give such certificate, either party shall be entitled to refer the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior matter to taking any such action and permit Seller a reasonable opportunity the Environmental Expert for expert determination as to prepare for whether the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaserbeen Completed. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Action.

Remedial Action. The Contractor shall procure (aon the basis of rights obtained by ESCo under the development agreement, Connection Agreement or Works Contract, as applicable) Seller that the Developer or Works Contractor, as applicable, carries out all of its obligations under the Rectification Plan within the timescales set out in the Rectification Plan and the Selling Subsidiaries shall have control over the conduct of all Remedial Action relating also grants to the Retained Environmental Liabilities. In Contractor all access reasonably necessary for the event Contractor to inspect the HIUs to confirm that Purchaser reasonably expects to act in a manner that would require or expand a Remedial Action the obligations of the Xxxxxxxxxxx Asbestos Contamination Developer or Works Contractor, as applicable, under applicable Lawthe Rectification Plan have been carried out to the reasonable satisfaction of the Contractor. The Contractor agrees that a representative of the Developer or Works Contractor, Purchaser as applicable, and/or ESCo shall notify Seller prior be permitted to taking any accompany the Contractor and its representatives on such action and permit Seller a reasonable opportunity inspection. The Contractor shall Takeover those HIUs scheduled as having Non-Conformities preventing them being part of Services, once the Developer or Works Contractors, as applicable, has carried out its obligations for those HIUs under the Rectification Plan. Until the Developer or Works Contractor, as applicable, has carried out its obligations under the Rectification Plan, in respect of affected HIUs, the Contractor shall be relieved from performing those elements of the Services that the Contractor is reasonably prevented from carrying out until such obligations are performed. If the Developer or Works Contractor, as applicable, fails to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with carry out any of its development projects obligations under the Rectification Plan within the timescales set out in the Rectification Plan and Seller and such failure persists for more than [INSERT] Business Days after an initial written notice from the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access Contractor to the Xxxxxxxxxxx PropertyDeveloper or Works Contractor, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries applicable, of its failure to carry out the Remedial Action. (c) Seller relevant obligations under the Rectification Plan, ESCo, or the Contractor under instruction from ESCo, may perform, or procure that a third party performs, the relevant obligations under the Rectification Plan and ESCo shall procure that the Selling Subsidiaries Developer or Works Contractor, as applicable, shall ensure that any Remedial Action is carried out: (i) by suitably qualified be liable for ESCo or the Contractor’s reasonable direct costs of doing so. Cost of Inspection and experienced environmental personnel, consultants or other contractors; (ii) in compliance with Environmental Law; (iii) competently, diligently Witnessing The costs of inspection and in accordance with good industry practice; and (iv) to a reasonable timeline. (d) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: (i) they consult with the Purchaser with regard to the appointment of external environmental consultants, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s views; (ii) they provide a reasonably detailed description witnessing of the scope HIUs, including any Initial Inspections, are included in the Charges set out in Schedule 4 (Charges). – Site Rules – Standards of Operation and Maintenance The following standards of maintenance set out the minimum inspection, maintenance, cleaning requirements and disaster recovery provisions that are required for the main elements of the proposed Remedial Action to Purchaser prior to its commencement Managed Equipment. [INSERT] - Financial Security - Standards and ensure that Purchaser is afforded an adequate opportunity to comment Policies : Standards : Safety Policy : Other Policies - Representatives : Contractor's Representatives Name Job title Responsibilities Contractor's Representative Contractor's Services Manager Contractor’s Exit Manager [OTHERS] : ESCo's Representatives Name Job title Responsibilities ESCo's Representative XXXx'x Services Manager XXXx’x Exit Manager [OTHERS] - Contract and Seller and Service Management - Change Control Procedure Principles Each of the Selling Subsidiaries following shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Action.be a “Change”:

Remedial Action. (a) Seller and the Selling Subsidiaries shall have control over the conduct a. Whenever DHS, in its sole judgment, determines that Contractor is out of all compliance with this Contract, DHS may, at its discretion, take Remedial Action relating as outlined in policies adopted by DHS. The policies shall be provided to Contractor as adopted by DHS. DHS shall issue a Notice of Intended Remedial Action which provides, in non-Emergency Situations, at least 30 calendar days’ notice prior to the Retained Environmental Liabilitieseffective date of the Remedial Action, and in Emergency Situations, at least seven (7) calendar days’ notice prior to the effective date of Remedial Action. In Contractor may request an administrative review concerning the event that Purchaser reasonably expects to act in a manner that would require or expand a Notice of Intended Remedial Action and may also request suspension of the Xxxxxxxxxxx Asbestos Contamination under applicable Law, Purchaser shall notify Seller prior to taking any such action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such actionuntil a decision is reached through the administrative review process. Once To receive a suspension of the intended Remedial Action, Contractor must request an administrative review before the effective date of the intended Remedial Action has begunand include a request to suspend the intended Remedial Action. If the intended Remedial Action is suspended and a decision is reached in favor of DHS, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with DHS may impose the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access retroactively to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and effective date stated in the Selling Subsidiaries to carry out the Notice of Intended Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any b. Remedial Action is carried out: (i) by suitably qualified provides for a range of options of varying severity depending on the seriousness and experienced environmental personnelnature of the Contract violation. Options include suspension or freezing of Enrollment, consultants financial withholds, or other contractors; sanctions designed to remedy Contract violations. Conditions that may result in Remedial Action include, but are not limited to: (ii1) in compliance Failure to substantially Provide Medically Appropriate Services that are required to be provided to OHP Members under this Contract; (2) Contractor acts to discriminate among OHP Members on the basis of their mental health status or need for mental health Services; (3) Misrepresentation or falsification of information that Contractor provides to an OHP Member or OHP Member Representative, Potential OHP Member, Provider, CMS or DHS; (4) Failure to comply with Environmental Law; the requirements for physician incentive plans; (iii5) competently, diligently and Failure to provide a Provider Panel sufficient to ensure adequate Capacity to Provide Medically Appropriate Covered Services in accordance with good industry practice; and (iv) to a reasonable timeline.access requirements specified in this Contract; (d6) In conducting any Remedial Action, Seller and the Selling Subsidiaries shall ensure that, except Failure to the extent necessary maintain an internal QA/PI program; (7) Failure to respond to an emergency before such steps can be taken: (i) they consult comply with the Purchaser operational and financial reporting requirements specified in this Contract; (8) Failure to comply with regard fraud, waste and abuse requirements; (9) Failure to the appointment make timely claims payments to Providers or provide timely approval of external environmental consultantsauthorizations; (10) Failure to comply with Encounter Data submission requirements specified in this Contract; (11) Distribution directly, engineers or other advisers in connection with such Remedial Action and shall pay reasonable regard to Purchaser’s viewsindirectly through any agent or independent contractor, marketing materials that have not been approved by DHS or that contain false or materially misleading information; or (ii12) they provide a reasonably detailed description Violation of any of the scope other applicable requirements of sections 1903(m) or 1932 of the proposed Remedial Action to Purchaser prior to its commencement Social Security Act and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; (iii) they provide reasonably detailed reports to Purchaser at such intervals as Purchaser may reasonably request regarding the progress of such Remedial Action; and (iv) Purchaser is informed as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware of any material change in the scope or likely costs of that Remedial Actionimplementing regulations.

Remedial Action. (ai) Seller Borrowers shall promptly take and diligently prosecute any and all necessary remedial actions upon obtaining knowledge of the Selling Subsidiaries presence, storage, use, disposal, transportation, active or passive migration, release or discharge of any Hazardous Materials on, under or about any Individual Property in violation of any Environmental Laws; provided, however, that whether or not such action is required under applicable Environmental Laws, Borrowers shall be required to take all remedial action necessary to clean up and remove mold and microbial matter from any such Individual Property in the event that any action, suit or proceeding shall be commenced or threatened (in writing) by any Governmental Authority with respect thereto or any investigation related to mold or microbial matter is commenced by any Governmental Authority, which action, suit, proceeding or investigation, if adversely determined, could reasonably be expected to have control over the conduct of all Remedial Action relating to the Retained Environmental Liabilitiesa Material Adverse Effect. In the event that Purchaser reasonably expects Borrowers undertake or cause to act in a manner that would require be undertaken any remedial action with respect to any Hazardous Materials on, under or expand a Remedial Action about any of the Xxxxxxxxxxx Asbestos Contamination under applicable LawProperties, Purchaser Borrowers shall notify Seller prior to taking any conduct and complete such remedial action and permit Seller a reasonable opportunity to prepare for the Remedial Action prior to Purchaser taking any such action. Once a Remedial Action has begun, Purchaser shall use commercially reasonable efforts to conduct its operations in a manner that does not unreasonably interfere with the Remedial Action and to cooperate with the Remedial Action in connection with any of its development projects and Seller and the Selling Subsidiaries shall use commercially reasonable efforts to conduct the Remedial Action in a manner that does not unreasonably interfere with the operations of the Purchaser. (b) Purchaser shall grant Seller and the Selling Subsidiaries such information, access to the Xxxxxxxxxxx Property, and other assistance as shall be reasonably necessary to allow Seller and the Selling Subsidiaries to carry out the Remedial Action. (c) Seller and the Selling Subsidiaries shall ensure that any Remedial Action is carried out: (i) by suitably qualified and experienced environmental personnel, consultants or other contractors; (ii) in compliance with all applicable Environmental Law; (iii) competently, diligently Laws and in accordance with good industry practice; the applicable policies, orders and (iv) to a reasonable timelinedirectives of all federal, state and local governmental authorities. (dii) In conducting any Remedial ActionIf requested by Lender, Seller and the Selling Subsidiaries shall ensure that, except to the extent necessary to respond to an emergency before such steps can be taken: all remedial actions under clause (i) they consult with above shall be performed by contractors, and under the Purchaser with regard to the appointment supervision of external environmental consultantsa consulting engineer, engineers which shall not be an Affiliate of any Borrower, each approved in advance by Lender which approval shall not be unreasonably withheld or other advisers delayed. All costs and expenses reasonably incurred in connection with such Remedial Action remedial actions shall be paid by Borrowers. If Borrowers do not timely commence and diligently prosecute to completion the remedial actions, Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrowers of its intention to do so, cause such remedial actions to be performed. Borrowers shall pay or reimburse Lender on demand for all expenses (including reasonable regard attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of Lender) reasonably relating to Purchaser’s views; (ii) they provide a reasonably detailed description of the scope of the proposed Remedial Action to Purchaser prior to its commencement and ensure that Purchaser is afforded an adequate opportunity to comment and Seller and the Selling Subsidiaries shall pay reasonable regard to Purchaser’s comments thereon; or incurred by Lender in connection with monitoring, reviewing or performing any remedial actions in accordance herewith. (iii) they provide reasonably detailed reports Borrowers shall not commence any remedial actions under clause (i) above without Lender's prior written approval which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Material on, under or about any of the Properties poses an immediate threat to Purchaser at such intervals as Purchaser may reasonably request regarding the progress health, safety or welfare of any Person or the environment, or is of such Remedial Action; and (iv) Purchaser a nature that an immediate response is informed necessary or required under applicable Environmental Law, then Borrowers may commence all necessary remedial actions without Lender's prior written approval. In such events, Borrowers shall notify Lender as soon as reasonably practicable after Seller or the Selling Subsidiaries becomes aware and, in any event, within three (3) Business Days, of any material change in the scope action taken. Borrowers shall not enter into any settlement agreement, consent decree or likely costs of that Remedial Actionother compromise relating to Hazardous Materials or Environmental Laws unless and until Lender has provided its prior written consent thereto, which consent shall not be unreasonably withheld or delayed.