VFC Partners has made it clear that language must be carefully checked with respect to key environmental liability risks and that it must be used specifically for the explicit allocation of these costs. At the beginning of a transaction, the parties should conduct a thorough analysis of available and appropriate environmental coverage. Environmental compensation agreements can and should be creatively developed to meet the needs of each transaction, as the use of uniform environmental compensation language entails unexpected costs. It goes without saying that the expectations and compensation agreements of the parties should vary depending on the scope and extent of the agreement, the nature and size of the property, the historical and current exploitation of the property and the existing insurance coverage of the parties. In VFC Partners, the First Circuit Court of Appeals found that the lender was not fully protected by mortgage-backed loans on borrowers. The agreement between the parties provided that the borrower`s client and a related business would compensate the lender for all costs and liabilities “of all kinds.” are requested or invoked directly or indirectly by [the lender] in connection with, in whole or in part, directly or indirectly . . . . presence, presumed presence, release, alleged release or threat of release of hazardous materials” on or around the funded land. The compensation agreement listed seven specific categories of liability, including “the costs necessary to take the necessary precautions to protect against the release of hazardous materials” in, on or below the property. 7.

Foreign obligations under this contract are unconditional and should not be limited by non-recourse restrictions or other limitations of liability in a loan document (“loan documents”). The submissions, guarantees and compensation agreements provided in this agreement (including, but not limited to the compensation provided for in paragraph 6) are separate and distinct obligations from the obligations of the free subscriber and other loan documents proving the loan (b) are not guaranteed by the mortgage and other security documents that ensure the loan and cannot be insured by the forced execution of mortgage securities or other securities ( (c) is not alleviated by the payment of the loan and (d) continues indefinitely after any transfer of the assets, including, but not limited, to transfers resulting from enforcement procedures (judicial or not) or a transfer instead of forced execution. 11. Counter-parts. The parties agree that this instrument can be performed as a counter-part, each being considered original, and these counterparties together constitute the same agreement that binds all parties, regardless of satisfaction, regardless of the non-signatories of the original or the same parties. The language of the contract is sufficient to compensate the authorized lender, right? False — at least not after the First Court of Appeal. The Court has analysed the specific language of the agreement by applying what it considers to be “common sense” and general principles of interpretation. In particular, the Court held that: (a) the simple terms of the agreement covered liabilities “requested or claimed by the transferee lender,” which would include only the costs claimed by a third party and not the fees that the transferee lender alone (i.e.).