Common use of Remediation Work Clause in Contracts

Remediation Work. If any Release or threatened Release exists or occurs before the Deed of Trust is reconveyed or foreclosed upon, Indemnitor shall immediately give notice of the condition to Lender, and Indemnitor shall promptly cause all Hazardous Substances to be cleaned up and removed from, the Property, and the Property to be restored, in compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations (the “Remediation Work”). If requested by Lender, Indemnitor shall submit to Lender, for Lender’s prior approval, complete plans and specifications for all Remediation Work to be done before any Remediation Work is performed, except in an emergency. Indemnitor shall cause all Remediation Work to be performed in a good and workmanlike manner by a qualified licensed contractor approved in writing by Lender, under the supervision of a qualified environmental engineer approved in writing by Lender, in accordance with the plans and specifications for the Remediation Work approved in writing by Lender, and in compliance with all applicable Environmental Laws and other applicable laws, ordinances, rules and regulations. Indemnitor shall cause all required permits, licenses and approvals for the Remediation Work to be obtained and the Remediation Work to be prosecuted diligently and be completed in a timely manner. Indemnitor shall, on demand, pay to Lender all direct costs and reimburse Lender for all expenses incurred by Lender in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation Work, the performance of any Remediation Work or any delay in completion of any Remediation Work. Lender shall have the right, but not any obligation, to participate in any action or proceeding relating to any Release or threatened Release or any past or present violation of any Environmental Laws relating to the Property or the necessity for or adequacy of any Remediation Work.

Remediation Work. If In case the Development or any Release part thereof shall be subject to remediation, abatement, containment or threatened Release exists any other work (the "Remediation Work") mandated or occurs before advised by any federal, state, local or other governmental agency with respect to the Deed of Trust is reconveyed or foreclosed upon, Indemnitor shall immediately give notice of the condition to Lender, and Indemnitor shall promptly cause all Tenant's Hazardous Substances to be cleaned up and removed fromMaterials, the PropertyRemediation Work shall be the responsibility of Tenant, and the Property to be restoredunless such mandate or advisement results solely from Landlord's use, generation storage or disposal of Hazardous Materials, in compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations (the “Remediation Work”). If requested by Lender, Indemnitor which case Landlord shall submit to Lender, for Lender’s prior approval, complete plans and specifications for all Remediation Work to be done before any Remediation Work is performed, except in an emergency. Indemnitor shall cause all Remediation Work to be performed in a good and workmanlike manner by a qualified licensed contractor approved in writing by Lender, under the supervision of a qualified environmental engineer approved in writing by Lender, in accordance with the plans and specifications responsible for the Remediation Work approved Work. In no event shall Landlord be required to repair or replace Tenant's stock in writing by Lendertrade, leasehold improvements, fixtures, furniture, furnishing or floor coverings and in compliance with all applicable Environmental Laws and other applicable laws, ordinances, rules and regulationsequipment. Indemnitor shall cause all required permits, licenses and approvals for the The Remediation Work to be obtained and any restoration and rebuilding of the Remediation Work to be prosecuted diligently and Development shall be completed in a timely mannerwithin one hundred eighty (180) days of the date the original notice of mandate or advisement was delivered. Indemnitor shall, on demand, pay to Lender all direct costs and reimburse Lender for all expenses incurred by Lender in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications If Landlord is responsible for the Remediation Work, all Remediation Work done in and to the performance Building shall be made in accordance with plans and specifications approved by Tenant, which such approval shall not be unreasonably withheld or delayed. If Tenant is responsible for the Remediation Work, all Remediation Work done in and to the Development shall be made in accordance with plans and specifications approved by Landlord, which such approval shall not be unreasonably withheld or delayed. All Remediation Work and any restoration performed in or on the Development shall be performed in conformance with all applicable laws, statutes and regulations. Upon completion of the Remediation Work, Landlord shall give possession to Tenant of the same space in the Building without diminution or change of location. If either Landlord or Tenant is given notice of the mandate or advisement described herein or of the release of any Remediation Work Hazardous Materials in connection with the Development or of noncompliance with any delay in completion of any Remediation Work. Lender shall have the rightfederal, but not any obligation, to participate in any action state or proceeding local laws relating to any Release or threatened Release or any past or present violation Hazardous Materials in connection with the Development, the party receiving such notice shall advise the other party in writing within ten (10) days of any Environmental Laws relating to receipt of the Property or the necessity for or adequacy of any Remediation Worknotice.

Remediation Work. If any Release investigation, site monitoring, containment, cleanup, removal, restoration or threatened Release exists other remediation work of any kind or occurs before nature (the Deed “Remediation Work”) is or becomes necessary or required pursuant to any applicable federal, state or local law, ordinance, rule or regulation or the order or directive of Trust is reconveyed or foreclosed upon, Indemnitor shall immediately give notice of the condition to Lender, and Indemnitor shall promptly cause all Hazardous Substances to be cleaned up and removed from, any governmental authority having jurisdiction over the Property, and the Hazardous Substances or the Remediation Work, or recommended by any qualified environmental engineer or consultant, because of, or in connection with, the past, present or future presence, suspected presence, release or suspected release of a Hazardous Substance on or around any portion of the Property or in the soil, groundwater or soil vapor on or under any portion of the Property, Obligor shall promptly commence to perform, or cause to be restoredcommenced, and thereafter diligently prosecute to completion, all such Remediation Work. The Remediation Work will be conducted in accordance with the documents, if any, identified in Exhibit C, attached hereto, and in full compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations (regulations, the “orders and directives of all governmental authorities having jurisdiction over the Property, the Hazardous Substances or the Remediation Work”). If requested by Lender, Indemnitor shall submit to Lender, for Lender’s prior approval, complete plans and specifications for all Remediation Work to be done before any Remediation Work is performed, except in an emergency. Indemnitor Obligor shall cause all Remediation Work to be performed in a good and workmanlike xxxxxxx like manner by a one or more qualified licensed contractor approved in writing by Lenderenvironmental engineers or contractors, and under the supervision of one or more qualified consulting engineers. Obligor’s obligations with regard to the Remediation Work shall include obtaining a qualified environmental engineer approved letter or other written statement from all governmental authorities exercising jurisdiction over the Property, the Hazardous Substances or the Remediation Work that no further action is required. Obligor shall pay for all Remediation Work, including the costs of plans and specifications, utilities, permits, fees, taxes and insurance premiums in writing by connection therewith, and shall keep the Property free from all mechanics’ or other liens arising out of the Remediation Work. Obligor shall keep Lender fully apprised of all developments and findings during the course of any Remediation Work and shall furnish to Lender, promptly upon receipt or preparation, such information concerning the Remediation Work as Lender may request from time to time in order to verify Obligor’s compliance with this section and to protect Lender’s security, including, without limitation, copies of all reports, studies, analyses, contracts, manifests, orders and correspondence. Upon Lender’s request, Obligor shall also furnish Lender with written confirmation in a form satisfactory to Lender showing that all contaminated soil and other materials removed from the Property and any other property affected by the Remediation Work have been properly disposed of in accordance with the plans and specifications for the Remediation Work approved in writing by Lender, and in compliance with all applicable Environmental Laws and other applicable laws, ordinances, rules and regulations. Indemnitor shall cause all required permits, licenses and approvals for the Remediation Work to be obtained regulations and the Remediation Work to be prosecuted diligently orders and be completed in a timely manner. Indemnitor shall, on demand, pay to Lender directives of all direct costs and reimburse Lender for all expenses incurred by Lender in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at governmental authorities having jurisdiction over the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation WorkProperty, the performance of any Remediation Work Hazardous Substances or any delay in completion of any the Remediation Work. Lender shall have the right, but not any the obligation, to participate in any action or proceeding relating to any Release the presence or threatened Release or any past or present violation suspected presence of any Environmental Laws relating to Hazardous Substances in, on, under or around the Property Property, or the necessity for or adequacy of any Remediation Work. Such participation shall be solely for the purpose of protecting Lender’s security, and shall not impose any liability on Lender or result in a waiver of any default of Obligor.

Remediation Work. If any Release or threatened Release of Hazardous Material in, on, about or under the Property exists or occurs before by any person during the Deed term of Trust this Lease or by Tenant at any time as to the Property or Project, or if any violation of Environmental Laws occurs during the term of this Lease or is reconveyed or foreclosed upon, Indemnitor caused by Tenant at any time: (i) Tenant shall immediately give notice of the condition or violation to Lender, and Indemnitor Landlord; (ii) Tenant shall promptly cause investigate, define, clean up and remove all Hazardous Substances Material (and in no event may Tenant leave any Hazardous Material on or under the Property or the Project) with all applicable governmental agency oversight and approval and restore the Property (or the Project as the case may be) to the same condition as such Property (or Project as the case may be) was prior to such Release of Hazardous Material, so that the Property (or Project as the case may be) may be used for any and all future unrestricted uses; and (iii) Tenant shall restore and cause the Property (or Project as the case may be) to be cleaned up and removed from, the Property, and the Property to be restored, in full compliance with all applicable Environmental Laws and other laws(collectively, ordinances, rules and regulations (the “Remediation Work”). If requested by LenderTenant shall comply with any and all orders and directives of all persons and/or governmental agencies having jurisdiction over the Property or the Remediation Work. Tenant shall provide to Landlord and Landlord may review any and all correspondence, Indemnitor shall submit documents, communications, plans, applications, reports, work orders, manifests, orders, directives and/or specifications in connection with or relating to Lender, for Lender’s prior approval, complete plans and specifications for all the Remediation Work to be done before any such Remediation Work is performed, except in an emergency. Indemnitor Any such plans or specifications shall cause all Remediation Work to be performed in a good and workmanlike manner prepared by a qualified qualified, licensed contractor approved in writing by Lenderengineer or contractor, under which Landlord shall have the supervision of a qualified environmental engineer approved in writing by Lender, in accordance with the plans and specifications for the Remediation Work approved in writing by Lenderright to approve, and in compliance shall comply with all applicable Environmental Laws Laws, and all other applicable laws, ordinances, rules and regulations. Indemnitor Tenant shall cause obtain a “No Further Action” letter, or its equivalent, from the appropriate governmental agency(ies) in connection with the Remediation Work. Tenant shall be responsible at Tenant’s sole expense to obtain all required permits, licenses licenses, oversight, and approvals for the Remediation Work and to be obtained and complete the Remediation Work to be prosecuted diligently and be completed in a timely manner. Indemnitor shall, on demand, Tenant shall pay to Lender all direct costs and reimburse Lender for all expenses incurred Remediation Work, including, without limitation, the cost of plans, fixing any damage to the Property (or the Project as the case may be), oversight costs, utilities, permits, fees, taxes and insurance premiums in connection therewith. Tenant shall furnish to Landlord promptly upon receipt, copies of all reports, studies, analysis, investigations, contracts, orders, directives, applications, manifests, permits, licenses, authorizations, correspondence, claims, complaints, pleadings and other information and communications received or prepared by Lender Tenant at any time in connection with any reviewRemediation Work. Landlord may elect at any time, approval and from time to time, to perform (or inspection by Lender relating to contract for the performance of) any Remediation WorkWork which is Tenant’s responsibility, together with interest thereon after and in such demand at the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances event Tenant shall Lender be liable to Indemnitor promptly reimburse Landlord for any damage, loss, cost costs or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation Work, the performance thereof as same are incurred. Tenant shall provide Landlord with seven days’ prior written notice of any Remediation Work performed on or any delay in completion of any Remediation Work. Lender shall have the right, but not any obligation, to participate in any action or proceeding relating to any Release or threatened Release or any past or present violation of any Environmental Laws relating to about the Property (or the necessity for or adequacy of Project as the case may be). Landlord may observe any Remediation Work.

Remediation Work. Promptly upon completion of the Consultant's proposal referred to in SECTION 6.10(B), Seller, in its sole and absolute discretion, may, by written notice, notify Buyer either (i) that it will not undertake such remediation work, or (ii) that it will do so. If Seller notifies Buyer that it will not undertake the remediation work, Buyer may then either (i) notify Seller that it will not purchase such Real Property or (ii) elect to close and assume the responsibility for such work at Buyer's sole expense following the Closing. If Seller instead notifies Buyer that it will undertake the remediation work, Seller shall engage a reliable environmental engineering firm reasonably acceptable to Buyer and authorized by any Release applicable federal, state, or threatened Release exists local law, policy, or occurs regulation to perform any required remediation. Seller shall use its best efforts to cause such required remediation to be completed on or before the Deed Closing Date, and Seller shall bear all costs of Trust is reconveyed or foreclosed uponsuch required remediation; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, Indemnitor shall immediately give notice in its sole discretion, authorize Seller to defer any portion of the condition required remediation which Seller and its contractors are unable to Lendercomplete prior to Closing, and Indemnitor in which case Seller shall promptly cause all Hazardous Substances the portion of the required remediation so deferred to be cleaned up and removed fromcompleted as promptly as practicable, the Propertybut in no event later than 60 days following Closing, and the Property to be restored, in compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations (the “Remediation Work”)at Seller's sole expense. If requested by Lender, Indemnitor shall submit to Lender, for Lender’s prior approval, complete plans and specifications for all Remediation Work to be done before any Remediation Work is performed, except in an emergency. Indemnitor shall cause all Remediation Work to be performed in a good and workmanlike manner by a qualified licensed contractor approved in writing by Lender, under the supervision of a qualified environmental engineer approved in writing by Lender, in accordance with the plans and specifications for the Remediation Work approved in writing by Lender, and in compliance with all applicable Environmental Laws and other applicable laws, ordinances, rules and regulations. Indemnitor shall cause all required permits, licenses and approvals for the Remediation Work to be obtained and the Remediation Work to be prosecuted diligently and be completed in a timely manner. Indemnitor shall, on demand, pay to Lender all direct costs and reimburse Lender for all expenses incurred by Lender in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation Work, Buyer may monitor the performance of any the required remediation and application of the Remediation Work or any delay in Standard, and at its election may cause the Consultant to review the performance of the required remediation. If Buyer directs the Consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion of any Remediation Workby the Consultant. Lender shall have the rightIf, but not any obligationhowever, to participate in any action or proceeding relating to any Release or threatened Release or any past or present violation of any Environmental Laws relating there is a dispute as to the Property performance of the required remediation or the necessity for or adequacy application of the Remediation Standard, any Remediation Worksuch dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties.

Remediation Work. If any Release or threatened Release exists or occurs before the Deed of Trust is reconveyed or foreclosed upon(a) Landlord and Tenant, Indemnitor as applicable, shall immediately give notice use commercially reasonable and diligent efforts to perform and complete on that portion of the condition Land all remediation as recommended in that certain Soil Management Plan prepared for BCHD and approved by LA County Fire and submitted to LenderCity of Redondo Beach and obtain a conditional No Further Action Letter or similar document from the Fire Department of the County of Los Angeles or other applicable regulatory agency(ies), all by the date that is no later than Construction Commencement Date, and Indemnitor (ii) obtain a final No Further Action Letter or similar document from the Fire Department of the County of Los Angeles or other applicable regulatory agency(ies) after Tenant has completed the grading of the Land. For the avoidance of doubt, Landlord shall promptly cause be responsible for costs and expenses of any remediation work to the extent the conditions requiring such remediation work arise prior to Commencement of Construction from the oil well located on the vacant parcel at Flagler Lane and Xxxxx Street adjacent to the Land, including without limitation the recapping of the oil well to facilitate redevelopment as described in the aforementioned Soil Management Plan. (b) As part of its obligations with respect to Initial Construction, Tenant shall excavate and remove the underground storage tank (the “UST”) located on or adjacent to the Land as described in Exhibit N (the “UST Site”) as recommended in that certain Soil Management Plan prepared for BCHD and approved by LA County Fire and submitted to City of Redondo Beach; provided, that Tenant shall cooperate with Landlord to ensure that Landlord’s site monitor is available to observe excavation and removal of the UST at the UST Site. The Parties shall discuss and mutually agree upon the timing for excavation and removal of the UST from the UST Site in connection with the broader agreement regarding timing of the demolition of the Building 514. After Tenant’s removal of the UST from the UST Site, Landlord and Tenant shall cooperate and use commercially reasonable and diligent efforts to obtain a conditional No Further Action Letter or similar document from the Fire Department of the County of Los Angeles or other applicable regulatory agency(ies). Although the Parties do not anticipate any obligation to perform remediation work, Landlord shall be responsible for costs and expenses of any such required remediation work to the extent the conditions requiring such remediation work arise from the use of the UST or any release from the UST on the UST Site prior to Commencement of Construction. Tenant shall be responsible for all Hazardous Substances other costs and expenses associated with the excavation and removal of the UST, including without limitation any costs and expenses arising from improper excavation or improper removal of the UST. (c) From and after the Term Commencement Date, Tenant grants Landlord a non-exclusive, temporary license (the “Remediation License”) to be cleaned up enter upon and removed fromuse those portions of the Premises that are reasonably required from time to time in connection with the performance of Landlord’s remediation obligations under this Section 7.20, the Property, and the Property to be restored, in compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations if any (the “Remediation Work”). The term of the Remediation License shall be for a period commencing on the Term Commencement Date and shall continue until the final completion of the Remediation Work. Each portion of the Premises over which Landlord requires access or use from time to time pursuant to the Remediation License shall be referred to herein as a “License Area”. Landlord shall use commercially reasonable efforts to ensure that performance of the Remediation Work does not unreasonably interfere with the design, construction, access to and use of Premises by Tenant. (d) If requested Landlord fails to use commercially reasonable and diligent efforts to complete the Remediation Work and completion of the same is no longer possible prior to the timing and deadlines set forth in this Section 7.20, then Tenant may (but shall not be obligated to) elect to (i) treat such failure as a Landlord Delay or (ii), to the extent permitted by Lender, Indemnitor shall submit to Lender, for Lender’s prior approvalLaw, complete plans and specifications for all the Remediation Work by delivering thirty (30) days prior written notice thereof to Landlord. If Tenant exercises such self-help right in accordance with this Section, to the extent permitted by Law, (A) Landlord shall cease performing the Remediation Work; (B) Landlord shall reasonably cooperate in transitioning the performance of Remediation Work to Tenant, including, without limitation, using commercially reasonable efforts to assign to Tenant all contracts related thereto and grant Tenant necessary construction and access rights over neighboring Landlord-owned property; and (C) Tenant shall be done before any Remediation Work is performed, except entitled to receive from Landlord an amount equal to one hundred percent (100%) of the reasonable and documented out-of-pocket costs actually paid by Xxxxxx (or its affiliates) to unrelated third-party Persons in an emergency. Indemnitor shall cause all Remediation Work to be performed in a good and workmanlike manner by a qualified licensed contractor approved in writing by Lender, under the supervision of a qualified environmental engineer approved in writing by Lender, in accordance with the plans and specifications for completing the Remediation Work approved in writing (the “Tenant’s Self-Help Costs”). The undisputed amount of the Tenant’s Self-Help Costs shall be due and payable by Lender, and in compliance with all applicable Environmental Laws and other applicable laws, ordinances, rules and regulations. Indemnitor shall cause all required permits, licenses and approvals for the Remediation Work to be obtained and the Remediation Work to be prosecuted diligently and be completed in a timely manner. Indemnitor shall, on demand, pay to Lender all direct costs and reimburse Lender for all expenses incurred Landlord within thirty (30) days of demand by Lender in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after Xxxxxx provided that such demand at is accompanied by invoices or other written documentation that reasonably evidences the highest rate any indebtedness secured costs so paid by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost Xxxxxx (or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation Work, the performance of any Remediation Work or any delay in completion of any Remediation Work. Lender shall have the right, but not any obligation, to participate in any action or proceeding relating to any Release or threatened Release or any past or present violation of any Environmental Laws relating to the Property or the necessity for or adequacy of any Remediation Workits affiliate).

Remediation Work. If any Release or threatened Release of Hazardous Material in, on or under the Property exists or occurs before by any person other than Landlord during the Deed term of Trust is reconveyed this Lease or foreclosed uponby Tenant at any time as to the Property or the Project, Indemnitor Tenant shall immediately give notice of the condition to LenderLandlord, and Indemnitor Tenant shall promptly cause clean up and remove all Hazardous Substances Material (and in no event may Tenant leave any Hazardous Material on or under the Property) and restore the Property (or Project, as the case may be) to the same condition as such Property (or Project as the case may be) was prior to such Release of Hazardous Materials, and additionally, shall restore and cause the Property (or the Project as the case may be) to be cleaned up and removed from, the Property, and the Property to be restored, in compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations which relate to the Release of the subject Hazardous Materials (the “"Remediation Work”"). If requested by Lender, Indemnitor Tenant shall submit to Lender, for Lender’s prior approval, complete plans and specifications for all Remediation Work to be done before any Remediation Work is performed, except in an emergency. Indemnitor shall cause all Remediation Work to be performed in a good and workmanlike manner by a qualified licensed contractor approved in writing by Lender, under the supervision of a qualified environmental engineer approved in writing by Lender, in accordance comply with the orders and directives of all persons having jurisdiction over the Property or the Remediation Work. Landlord may review any plans and specifications for the Remediation Work approved in writing before such Remediation Work is performed. Any such plans or specifications shall be prepared by Lendera qualified, licensed engineer or contractor, which Landlord shall have the right to approve, and in compliance shall comply with all applicable Environmental Laws Laws, and all other applicable laws, ordinances, rules and regulations. Indemnitor Tenant shall cause be responsible at Tenant's sole expense to obtain all required permits, licenses and approvals for the Remediation Work and to be obtained and complete the Remediation Work to be prosecuted diligently and be completed in a timely manner. Indemnitor shall, on demand, Tenant shall pay to Lender all direct costs and reimburse Lender for all expenses incurred Remediation Work, including the cost of plans, utilities, permits, fees, taxes and insurance premiums in connection therewith. Tenant shall furnish to Landlord promptly upon receipt, copies of all reports, studies, analysis, investigations, contracts, correspondence, claims, complaints, pleadings and other information and communications received or prepared by Lender Tenant at any time in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation Work, the performance of any Remediation Work or any delay in completion of any Remediation Work. Lender shall have the right, but not any obligation, to participate in any action or proceeding relating to any Release or threatened Release or any past or present violation of any Environmental Laws relating to the Property or the necessity for or adequacy of any Remediation Work.

Remediation Work. If any Release investigation, site monitoring, containment, cleanup, removal, restoration or threatened Release exists other remediation work of any kind or occurs before nature (the Deed "Remediation Work") is or becomes necessary or required pursuant to any applicable federal, state or local law, ordinance, rule or regulation or the order or directive of Trust is reconveyed or foreclosed upon, Indemnitor shall immediately give notice of the condition to Lender, and Indemnitor shall promptly cause all Hazardous Substances to be cleaned up and removed from, any governmental authority having jurisdiction over the Property, and the Hazardous Substances or the Remediation Work, because of, or in connection with, the past, present or future presence, suspected presence, release or suspected release of a Hazardous Substance on or around any portion of the Property or in the soil, groundwater or soil vapor on or under any portion of the Property, Obligor shall promptly commence to perform, or cause to be restoredcommenced, and thereafter diligently prosecute to completion, all such Remediation Work (or if Varian is obligated pursuant to the Stock Sale Agreement to perform such Remediation Work, to cause Varian to perform the same). The Remediation Work will be conducted in full compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations (regulations, the “orders and directives of all governmental authorities having jurisdiction over the Property, the Hazardous Substances or the Remediation Work”). If requested by Lender, Indemnitor shall submit to Lender, for Lender’s prior approval, complete plans and specifications for all Remediation Work to be done before any Remediation Work is performed, except in an emergency. Indemnitor Obligor shall cause all Remediation Work to be performed in a good and workmanlike manner by a one or more qualified licensed contractor approved in writing by Lenderenvironmental engineers or contractors, and under the supervision of one or more qualified consulting engineers. Obligor's obligations with regard to the Remediation Work shall include obtaining, at the appropriate time, a qualified environmental engineer approved letter or other written statement from all governmental authorities exercising jurisdiction over the Property, the Hazardous Substances or the Remediation Work that no further action is required. Obligor shall pay (or if Varian is obligated to perform such Remediation Work pursuant to the Stock Sale Agreement, cause Varian to pay) for all Remediation Work, including the costs of plans and specifications, utilities, permits, fees, taxes and insurance premiums in writing connection therewith, and shall keep the Property free from all mechanics' or other liens arising out of the Remediation Work. Obligor shall keep Lender fully apprised of all developments and findings during the course of any Remediation Work performed by Obligor and shall furnish to Lender, promptly upon receipt or preparation, such information concerning said Remediation Work as Lender may request from time to time in order to verify Obligor's compliance with this section and to protect Lender's security, including, without limitation, copies of all reports, studies, analyses, contracts, manifests, orders and correspondence. Upon Lender's request, Obligor shall also furnish Lender with written confirmation in a form satisfactory to Lender showing that all contaminated soil and other materials removed from the Property and any other property affected by the Remediation Work have been properly disposed of in accordance with the plans and specifications for the Remediation Work approved in writing by Lender, and in compliance with all applicable Environmental Laws and other applicable laws, ordinances, rules and regulations. Indemnitor shall cause all required permits, licenses and approvals for the Remediation Work to be obtained regulations and the Remediation Work to be prosecuted diligently orders and be completed in a timely manner. Indemnitor shall, on demand, pay to Lender directives of all direct costs and reimburse Lender for all expenses incurred by Lender in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at governmental authorities having jurisdiction over the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation WorkProperty, the performance of any Remediation Work Hazardous Substances or any delay in completion of any the Remediation Work. Lender shall have the right, but not any the obligation, to participate in any action or proceeding relating to any Release the presence or threatened Release or any past or present violation suspected presence of any Environmental Laws relating to Hazardous Substances in, on, under or around the Property Property, or the necessity for or adequacy of any Remediation Work. Such participation shall be solely for the purpose of protecting Lender's security, shall not constitute participation in the management of the Property, and shall not impose any liability on Lender or result in a waiver of any default of Obligor.

Remediation Work. If any Release or threatened Release of Hazardous Material in, on or under the Property exists or occurs before by any person (except as to Landlord or Landlord's employees or contractors) during the Deed term of Trust is reconveyed this Lease or foreclosed uponby Tenant at any time, Indemnitor Tenant shall immediately give notice of the condition to LenderLandlord, and Indemnitor Tenant shall promptly cause clean up and remove all Hazardous Substances to be cleaned up Material and removed from, the Property, and restore the Property to be restored, in compliance with all applicable Environmental Laws and other laws, ordinances, rules and regulations (the “"Remediation Work”"). If requested by Lender, Indemnitor shall submit Tenant's obligation to Lender, for Lender’s prior approval, complete plans and specifications for all perform Remediation Work shall exclude any responsibilities by the Tenant to be done before remediate any Remediation Work is performed, except in an emergency. Indemnitor shall cause all Remediation Work to be performed in a good underground migration of Hazardous Materials which originate outside of the Property and workmanlike manner by a qualified licensed contractor approved in writing by Lender, which Hazardous Materials migrate under the supervision Property through no fault of a qualified environmental engineer approved in writing by Lenderthe Tenant. In performing such Remediation Work, in accordance Tenant shall comply with the orders and directives of all persons having jurisdiction over the Property or the Remediation Work. Landlord may review any plans and specifications for the Remediation Work approved in writing before such Remediation Work is performed. Any such plans or specifications shall be prepared by Lendera qualified, licensed engineer or contractor, which Landlord shall have the right to approve or reasonably disapprove, and in compliance shall comply with all applicable Environmental Laws Laws, and all other applicable laws, ordinances, rules and regulations. Indemnitor Tenant shall cause be responsible at Tenant's sole expense to obtain all required permits, licenses and approvals for the Remediation Work and to be obtained and complete the Remediation Work to be prosecuted diligently and be completed in a timely manner. Indemnitor shall, on demand, Tenant shall pay to Lender all direct costs and reimburse Lender for all expenses incurred Remediation Work, including the cost of plans, utilities, permits, fees, taxes and insurance premiums in connection therewith. Tenant shall furnish to Landlord promptly upon receipt, copies of all reports, studies, analysis, investigations, contracts, correspondence, claims, complaints, pleadings and other information and communications received or prepared by Lender Tenant at any time in connection with any review, approval or inspection by Lender relating to any Remediation Work, together with interest thereon after such demand at the highest rate any indebtedness secured by the Deed of Trust bears. Under no circumstances shall Lender be liable to Indemnitor for any damage, loss, cost or expenses incurred by Indemnitor on account of any plans and specifications for the Remediation Work, the performance of any Remediation Work or any delay in completion of any Remediation Work. Lender shall have the right, but not any obligation, to participate in any action or proceeding relating to any Release or threatened Release or any past or present violation of any Environmental Laws relating to the Property or the necessity for or adequacy of any Remediation Work.