Common use of Environmental Representations and Warranties Clause in Contracts

Environmental Representations and Warranties. Mortgagor represents and warrants to Mortgagee that: (a) during the period of Mortgagor’s ownership of the Mortgaged Property, there has not been, nor will there be in the future, any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance by any person or entity on, or about the Mortgaged Property; (b) Mortgagor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Mortgagee in writing, (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance by any prior owners or occupants of the Mortgaged Property or (ii) any actual or threatened litigation or claims of any kind by any person or entity relating to such matters; and (c) except as previously disclosed to and acknowledged by Mortgagor in writing, (i) neither Mortgagor nor any tenant, contractor, agent, or other authorized user of the Mortgaged Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, or about the Mortgaged Property and (ii) all such activity shall be conducted in full compliance with all applicable federal, state, and local laws, regulations and ordinances. Mortgagor, at any time during usual business hours, authorizes Mortgagee and its agents to enter upon the Mortgaged Property to make such inspections and tests, including, without limitation, intrusive tests, at Mortgagor’s expense, as Mortgagee may deem appropriate to determine compliance with this section of the Mortgage and the absence of any hazardous waste or hazardous substance on or near the Mortgaged Property. Any inspections or tests made by Mortgagee shall be for Mortgagee’s purposes only and shall not be construed to create any responsibility or liability on the part of Mortgagee. Mortgagor hereby (a) releases and waives any future claims against Mortgagee for indemnity or contribution in the event Mortgagor becomes liable for cleanup or other costs associated therewith, and (b) agrees to indemnify and hold harmless Mortgagee against any and all claims, losses, liabilities, damages, penalties, and expenses, which Mortgagee may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release, or threatened release occurring prior to Mortgagor’s ownership or interest in the Mortgaged Property, whether or not the same was or should have been known to Mortgagor. The provisions of this paragraph of the Mortgage, including the obligation to indemnify, shall survive the payment of the indebtedness secured herein and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Mortgagee’s acquisition of any interest in the Mortgaged Property, whether by foreclosure or otherwise. The terms “hazardous waste,” “disposal,” “release,” and “threatened release,” as used in this Mortgage shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“XXXX”) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation Act, 49 U.S.C. Section 6901 et seq., as amended, or other applicable state or federal laws, rules or regulations adopted pursuant to any of the foregoing. The term “hazardous waste” and “hazardous substance” shall also include, without limitation, petroleum and petroleum by-products and asbestos. Notwithstanding anything contained in this paragraph, Mortgagee acknowledges that the Borrower may use office supplies, cleaning substances, medical supplies and materials used in the ordinary course of operation for a nursing home facility and that such use is consistent with all Environmental Laws.

Environmental Representations and Warranties. Mortgagor represents and warrants to Mortgagee that: (a) during To the period of Mortgagor’s ownership knowledge of the Mortgaged PropertyOwner Entities, no Hazardous Materials have been released into the environment, or deposited, discharged, placed or disposed of at, on, from or under any of the Facilities by the Owner Entities or from or on the Facilities by any other party in violation of Hazardous Materials Laws, and to the knowledge of the Owner Entities, there has not beenoccurred no such release, nor will there be deposit, discharge, placement or disposal in violation of Hazardous Materials Laws. To the futureknowledge of the Owner Entities, since the date each Owner Entity acquired its respective Facility, no portion of any use, generation, manufactureFacility has been used for the disposal, storage, treatment, disposalprocessing or other handling of Hazardous Materials and, releaseto the knowledge of the Owner Entities, no Hazardous Materials have been placed or threatened release located on any of the Facilities by the Owner Entities or by any other party. To the knowledge of the Owner Entities, prior to the acquisition of the Facilities, no part of any hazardous waste or substance by any person or entity on, or about Facility has ever been used for the Mortgaged Property; (b) Mortgagor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Mortgagee in writing, (i) any use, generation, manufacturedisposal, storage, treatment, processing, manufacturing or other handling of Hazardous Materials. To the knowledge of the Owner Entities, no Hazardous Materials Contamination or Hazardous Substance Activity has occurred on any Facility since their acquisition by the Owner Entities or prior to their acquisition. To the knowledge of the Owner Entities, (i) no property adjoining any of the Facilities has been used for the disposal, releasestorage, treatment, processing, manufacturing or other handling of Hazardous Materials, and (ii) no property adjoining any of the Facilities is affected by Hazardous Materials Contamination. No asbestos or asbestos-containing materials have been placed on or in any Facility by the Owner Entities or to the knowledge of the Owner Entities, by any other party and to the knowledge of the Owner Entities, no asbestos or asbestos-containing materials are present on or in any Facility. No polychlorinated biphenyls have been placed on any Facility by the Owner Entities and to the knowledge of the Owner Entities, no polychlorinated biphenyls are present on any Facility. No underground storage tanks have been placed on or under any Facility by the Owner Entities, and to the knowledge of the Owner Entities, no underground storage tanks are present on or under any Facility. The Owner Entities have not received any written notice of any administrative order or notice, consent order and agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination or Hazardous Substance Activity with respect to any of the Facilities, nor to the knowledge of the Owner Entities, is any such action proposed or threatened with respect to any of the Facilities. The Owner Entities have not received any written notice nor do the Owner Entities have any knowledge of any such action regarding any property adjacent to any of the Facilities. To the knowledge of the Owner Entities, no investigation with respect to the Hazardous Materials or Hazardous Materials Contamination or Hazardous Substance Activity is Assignment and Assumption Agreement proposed, threatened or anticipated with respect to any of the Facilities. To the knowledge of the Owner Entities, the Owner Entities have not violated any Governmental Requirement relating to Hazardous Materials with respect to any of the Facilities and, to the knowledge of the Owner Entities, the Owner Entities have not received any written notice that any other party has violated any Governmental Requirements relating to Hazardous Materials with respect to any of the Facilities. To the knowledge of the Owner Entities, no condition occurred on any Facility prior to its acquisition date which is or was in violation of any applicable Governmental Requirements relating to Hazardous Materials. The Owner Entities have not received any communication from or on behalf of any Governmental Authority or any other person or entity indicating that any applicable Governmental Requirements relating to Hazardous Materials have been or may have been violated with respect to any Facility. To the knowledge of the Owner Entities, none of the Facilities is anticipated or threatened to be placed on any federal or state "Superfund" or "Superlien" list. The Owner Entities have not received any written notice of any third party claims regarding damage to property or persons resulting from any Hazardous Materials Contamination or Hazardous Substance Activity affecting any Facility. The Owner Entities have not received any written notice of a threat of release of Hazardous Materials from or into any of the Facilities. To the knowledge of each Owner Entity, such Owner Entity has obtained all governmental approvals required by any applicable Hazardous Materials Laws for the operation of the Facility owned by such Owner Entity. To the knowledge of each Owner Entity, such Owner Entity has not received any written notice that such Owner Entity (i) has any liability for response or corrective action, natural resource damage, or threatened other liability pursuant to the Hazardous Materials Laws, and (ii) is currently subject to or is currently required to give any notice of any environmental claim or release of Hazardous Materials involving any hazardous waste or substance by any prior owners or occupants of the Mortgaged Property Owner Entities or the Facilities. To the knowledge of each Owner Entity, none of the Facilities is subject to any restriction on the ownership, occupancy, use or transferability of the Facilities in connection with any (i) Hazardous Materials Laws or (ii) any actual or release, threatened litigation or claims of any kind by any person or entity relating to such matters; and (c) except as previously disclosed to and acknowledged by Mortgagor in writingrelease, (i) neither Mortgagor nor any tenanttreatment, contractor, agent, or other authorized user of the Mortgaged Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, or about the Mortgaged Property and (ii) all such activity shall be conducted in full compliance with all applicable federal, state, and local laws, regulations and ordinances. Mortgagor, at any time during usual business hours, authorizes Mortgagee and its agents to enter upon the Mortgaged Property to make such inspections and tests, including, without limitation, intrusive tests, at Mortgagor’s expense, as Mortgagee may deem appropriate to determine compliance with this section of the Mortgage and the absence of any hazardous waste or hazardous substance on or near the Mortgaged Property. Any inspections or tests made by Mortgagee shall be for Mortgagee’s purposes only and shall not be construed to create any responsibility or liability on the part of Mortgagee. Mortgagor hereby (a) releases and waives any future claims against Mortgagee for indemnity or contribution in the event Mortgagor becomes liable for cleanup or other costs associated therewith, and (b) agrees to indemnify and hold harmless Mortgagee against any and all claims, losses, liabilities, damages, penalties, and expenses, which Mortgagee may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacturemanagement, storage, disposalhandling, release, recycling or threatened release occurring prior to Mortgagor’s ownership or interest in the Mortgaged Property, whether or not the same was or should have been known to Mortgagor. The provisions disposal of this paragraph of the Mortgage, including the obligation to indemnify, shall survive the payment of the indebtedness secured herein and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Mortgagee’s acquisition of any interest in the Mortgaged Property, whether by foreclosure or otherwise. The terms “hazardous waste,” “disposal,” “release,” and “threatened release,” as used in this Mortgage shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“XXXX”) the a Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation Act, 49 U.S.C. Section 6901 et seq., as amended, or other applicable state or federal laws, rules or regulations adopted pursuant to any of the foregoing. The term “hazardous waste” and “hazardous substance” shall also include, without limitation, petroleum and petroleum by-products and asbestosMaterial. Notwithstanding anything to the contrary in this Section 8.24, each of the representations and warranties contained in this paragraphSection 8.24 is qualified and limited by, Mortgagee acknowledges that and expressly made subject to the Borrower may use office supplies, cleaning substances, medical supplies and materials used information contained in the ordinary course environmental reports (the "Environmental Reports") listed in Schedule 3 attached hereto. The Owner Entities represent and warrant to Capital that, to the knowledge of operation for a nursing home facility the Owner Entities, Schedule 3 lists all of the environmental reports received from consultants engaged by the Owner Entities or its Affiliates in connection with its due diligence investigation of the Facilities and that such use is consistent with copies of all Environmental Lawsof these reports have been delivered to Capital.