Hazardous Material Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Work.
Environmental Covenants The Borrower covenants and agrees that:
(i) all uses and operations on or of each Project, whether by the Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto;
(ii) except for Releases incidental to the Use of Hazardous Substances permitted by clause (iii) below and in compliance with all Applicable Laws, the Borrower shall not permit a Release of Hazardous Substances in, on, under or from any Project;
(iii) the Borrower shall not knowingly permit Hazardous Substances in, on, or under any Project, except those that are in compliance with all Environmental Laws and of types and in quantities customarily used in the ownership, operation and maintenance of buildings similar to the Projects (i.e., materials used in cleaning and other building operations) and shall undertake to supervise and inspect activities occurring on the Projects as may be reasonably prudent to comply with the foregoing obligation;
(iv) except as disclosed in Schedule 8.11 or as specifically described in the Environmental Reports, the Borrower shall not permit any underground storage tanks to be in, on, or under any Project, and shall operate, maintain, repair and replace any such underground storage tank so disclosed in compliance with all Applicable Laws;
(v) Reserved;
(vi) the Borrower shall keep each Project free and clear of all Liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of the Borrower or any other Person (collectively, “Environmental Liens”);
(vii) notwithstanding clause (iii) above, the Borrower shall not, or knowingly permit any other Person to, install any asbestos or asbestos containing materials on any Project, and shall upon and following the Closing Date implement, comply with and maintain in effect an operations and maintenance program with respect to any existing asbestos or asbestos containing materials located at any Project;
(viii) the Borrower shall cause the Remediation of such Hazardous Substances present on, under or emanating from any Project, or migrating onto or into any Project, in accordance with this Agreement and applicable Environmental Laws subject to the right to contest such Remediation in accordance with Section 7(a) of the Environmental Indemnity; and
(ix) the Borrower shall provide the Administrative Agent, the Lenders and their representatives (A) with access, upon prior reasonable notice, at reasonable times (during normal business hours) to all or any portion of any Project for purposes of inspection; provided that such inspections shall not unreasonably interfere with the operation of such Project or the tenants or occupants thereof, and shall be subject to the rights of tenants under their Leases, and the Borrower shall cooperate with the Administrative Agent, the Lenders and their representatives in connection with such inspections, including, but not limited to, providing all relevant information and making knowledgeable persons available for interviews and (B) promptly upon request, copies of all environmental investigations, studies, audits, reviews or other analyses conducted by or that are in the possession or control of the Borrower in relation to any Project, whether heretofore or hereafter obtained.
Environmental Laws and Hazardous Materials The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”). There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s Knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge.
Hazardous Materials Tenant shall not keep on the Premises any item of a dangerous, flammable or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.
Environmental Covenant Each Loan Party will, and will cause each of its respective Subsidiaries to:
(a) use and operate all of its facilities and properties in compliance with all applicable Environmental Laws, which compliance shall include maintaining all Environmental Permits necessary for the operation of the business, and remain in compliance therewith, and generate, store, treat, dispose, use and otherwise handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) promptly notify the Administrative Agent and provide copies of all Environmental Claims relating to its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any such claims and account for any such actions or proceedings in accordance with GAAP, and keep the Administrative Agent informed of their actions;
(c) in the event of any Hazardous Material or Release or threatened Release of any Hazardous Material on, under or emanating from any Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, upon discovery thereof, take all necessary steps to initiate and expeditiously complete all investigative, response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws and account for any such actions or proceedings in accordance with GAAP, and keep the Administrative Agent informed of their actions;
(d) at the written request of the Administrative Agent or the Requisite Lenders, which request shall specify in reasonable detail the basis therefor, provide an environmental assessment report concerning any Property now or hereafter owned or leased by such Loan Party or any of its respective Subsidiaries (“Environmental Report”), prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent (i) for any Property now or hereafter owned or leased by a Loan Party or any Subsidiary of a Loan Party and which is subject to a Mortgage in favor of the Administrative Agent or Requisite Lenders, if a Default has occurred and is continuing, or (ii) for any Property now or hereafter owned or leased by a Loan Party or any Subsidiary of a Loan Party and with respect to which the Administrative Agent or the Requisite Lenders reasonably believe (A) the Loan Party or the Property is not in compliance with Environmental Law; (B) there is a Release or threatened Release of Hazardous Material on, at, under or emanating from the Property; or (C) circumstances exist that could reasonably be expected to form the basis of an Environmental Claim against such Loan Party or to result in Environmental Liability, in each case identified in clause (A), (B) or (C) herein, that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Environmental Report shall, as applicable, indicate the presence or absence of Hazardous Materials at, on, or emanating from the Property, and include an estimate of the cost of any potential Remedial Action required by, or any corrective action for failure to comply with, Environmental Law. If any Loan Party fails to provide the requested Environmental Report within 45 days after such request is made, the Administrative Agent may order the same and such Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such Property to perform such environmental assessment, provided that the grant of such access shall be subject only to the reasonable contractual rights of tenants and to those reasonable and customary restrictions and requirements imposed by a prudent property owner or operator on environmental consultants with regard to reasonable qualifications, insurance and procedures necessary to minimize damage to property, and employee health and safety. The Environmental Report shall be prepared at the Loan Party’s sole cost and expense, whether commissioned by the Loan Party, the Administrative Agent or the Requisite Lenders; and
(e) subject to clause (d) above, provide such non-privileged information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.