Common use of Covenants on Environmental Matters Clause in Contracts

Covenants on Environmental Matters. (1) Borrower shall consistent with the applicable Loan Application, (a) comply strictly and in all respects with applicable Environmental Laws; (b) other than as to those matters previously disclosed to Senior Lender in the applicable Loan Application, notify Senior Lender immediately upon Borrower's or any applicable Subsidiary's discovery of any Hazardous Materials Release or presence of any Hazardous Material at, upon, under, within, contiguous to or otherwise affecting any Property; (c) promptly remove such Hazardous Materials and Remediate any Property in full compliance with Environmental Laws and in accordance with the applicable Loan Application; and (d) promptly forward to Senior Lender copies of all orders, notices, permits, applications or other communications and reports in connection with any Hazardous Materials Release or the presence of any Hazardous Material or any other matters relating to the Environmental Laws or any similar laws or regulations, as they may affect any Property or any Borrower Party. Borrower shall simultaneously provide Senior Lender with a copy of any written notice that would, or is likely to, have a Material Adverse Effect, given to or received from Cleanup Contractor, any Governmental Authority, or any third party (including the owner of any Property as to which Remediation is occurring or contemplated or as to which a Mortgage Acquisition has been made or is contemplated, as set forth in a Loan Application, and including any other creditor of Borrower or any Subsidiary), which notice relates to any Property, any Remediation or Development, Borrower's or any Subsidiary's business, or Borrower's or any Subsidiary's ability to perform its obligations under this Agreement. (2) Borrower shall not cause and shall prohibit any other Person within the control of Borrower from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from (a) causing any Hazardous Materials Release, or the use, storage, generation, manufacture, or installation of any Hazardous Materials at, upon, under, within or about any Property or the transportation of any Hazardous Materials to or from any Property (except for cleaning and other products used in connection with routine maintenance or repair of the Property in full compliance with Environmental Laws and except for any Remediation in accordance with the applicable GMP Agreement and used in the ordinary course of business by any tenant of any Property or Borrower), (b) installing any underground storage tanks at the Property, or (c) conducting any activity that requires a permit or other authorization under Environmental Laws, except for any Remediation in accordance with the applicable GMP Agreement. (3) Borrower shall provide to Senior Lender at Borrower's expense, promptly upon the written request of Senior Lender made no more than at a reasonable frequency (in the exercise of Senior Lender's reasonable judgment), a Site Assessment or other environmental tests, or, if reasonably required by Senior Lender, an update to any existing Site Assessment relating to any Property, all in such detail and covering such matters as Senior Lender shall from time to time request based on the written advice or recommendations of Senior Lender's third-party consultants or advisers. (4) Borrower shall Remediate, Develop, Acquire and/or dispose of each Property in compliance with the applicable Loan Application and in compliance with all Environmental Laws. Borrower shall timely obtain and thereafter comply with and maintain in full force and effect, all Governmental Approvals necessary or appropriate for any Remediation. Borrower shall cause the Cleanup Contractor to prosecute all Remediation with diligence and continuity and without material interruption or suspension of work, except as required by Law or as a result of Force Majeure. (5) Borrower shall diligently enforce in all material respects, all GMP Agreements. Borrower shall diligently seek to achieve timely and cost-effective performance by Cleanup Contractor under each GMP Agreement. Borrower shall diligently pursue the prevailing professional standards of quality, performance and timeliness that Cleanup Contractor would normally deliver for its third-party clients. GMP Agreements shall be negotiated at arms length on substantially the same terms that a non-affiliated party would obtain. Borrower shall not waive, modify, amend, terminate or to release Cleanup Contractor's obligations under any GMP Agreement, or replace Cleanup Contractor, without Senior Lender's consent. Senior Lender shall not unreasonably withhold consent to reasonable changes necessitated by field conditions, provided that the GMP Agreement continues to substantially comply with the applicable Loan Application and the guaranteed maximum price is not increased. Borrower shall not terminate Cleanup Contractor unless Cleanup Contractor is simultaneously replaced with a Satisfactory Replacement Cleanup Contractor. (6) If and when Borrower becomes aware of any site conditions or other circumstances affecting any Property that will or is reasonably likely to have a Material Adverse Effect, then Borrower shall promptly and in any event within ten (10) days after obtaining knowledge of such site conditions or circumstances, notify Senior Lender in writing thereof, in reasonable detail, and thereafter provide Senior Lender with such additional information relating thereto as Senior Lender shall reasonably request. Borrower shall with reasonable promptness develop a written plan to respond to such site conditions or other circumstances, and provide Senior Lender with a copy of such written plan and any updates thereof. Section 4.4

Covenants on Environmental Matters. (1a) Borrower shall consistent with the applicable Loan Application, (aA) comply strictly and in all respects with applicable Environmental Laws; (bB) other than as to those matters previously disclosed to Senior Lender in the applicable Loan Application, notify Senior Lender immediately upon Borrower's or any applicable Subsidiary's discovery of any Hazardous Materials Release spill, discharge, release or presence of any Hazardous Material in violation of applicable Environmental Laws at, upon, under, within, contiguous to or otherwise affecting any Propertythe Timeshare Project which would have a Material Adverse Effect; (cC) promptly remove such all Hazardous Materials which violate Environmental Laws and Remediate any Property remediate the Timeshare Project which is managed by Borrower or its Affiliate (and if the Timeshare Project is not managed by Borrower or its Affiliate, use its best efforts to cause the Timeshare Project to be so remediated) in full compliance with applicable Environmental Laws and in accordance with the applicable Loan Application; recommendations and specifications of an independent environmental consultant reasonably acceptable to Lender and (dD) promptly forward to Senior Lender copies of all claims made against or in respect of Borrower or any of its Affiliates and relating to the Timeshare Project, and copies of all orders, notices, permits, applications or other communications and reports in connection with any Hazardous Materials Release spill, discharge, release or the presence of any Hazardous Material or any other matters relating to the Environmental Laws or any similar laws or regulations, as they may affect any Property or any Borrower Partythe Timeshare Project which would be material in respect of the Timeshare Project. Borrower shall simultaneously provide Senior Lender with a copy of any written notice that would, or is likely to, have a Material Adverse Effect, given to or received from Cleanup Contractor, any Governmental Authority, or any third party (including the owner of any Property as to which Remediation is occurring or contemplated or as to which a Mortgage Acquisition has been made or is contemplated, as set forth in a Loan Application, and including any other creditor of Borrower or any Subsidiary), which notice relates to any Property, any Remediation or Development, Borrower's or any Subsidiary's business, or Borrower's or any Subsidiary's ability to perform its obligations under this Agreement. (2) Borrower shall not cause and shall prohibit any other Person within the control of Borrower from causingcause, and shall use prudent, commercially reasonable efforts to prohibit any other Persons (including tenants) Person within the control of Borrower from (a) causing any Hazardous Materials Releasespill, discharge or release, or the use, storage, generation, manufacture, installation, or installation disposal, of any Hazardous Materials at, upon, under, within or about any Property the Timeshare Project or the transportation of any Hazardous Materials to or from any Property the Timeshare Project (except for cleaning and other products used in connection with routine maintenance or repair of the Property in full material compliance with Environmental Laws and except for any Remediation in accordance with the applicable GMP Agreement and used in the ordinary course of business by any tenant of any Property or BorrowerLaws), (b) installing any underground storage tanks at the Property, or (c) conducting any activity that requires a permit or other authorization under Environmental Laws, except for any Remediation in accordance with the applicable GMP Agreement. (3) Borrower shall provide to Senior Lender at Borrower's expense, promptly upon the written request of Senior Lender made no more than at a reasonable frequency (in the exercise of Senior Lender's reasonable judgment), a Site Assessment or other environmental tests, or, if reasonably required by Senior Lender, an update to any existing Site Assessment relating to any Property, all in such detail and covering such matters as Senior Lender shall from time to time request based on the written advice or recommendations of Senior Lender's third-party consultants or advisers. (4) Borrower shall Remediate, Develop, Acquire and/or dispose of each Property in compliance with the applicable Loan Application and in compliance with all Environmental Laws. Borrower shall timely obtain and thereafter comply with and maintain in full force and effect, all Governmental Approvals necessary or appropriate for any Remediation. Borrower shall cause the Cleanup Contractor to prosecute all Remediation with diligence and continuity and without material interruption or suspension of work, except as required by Law or as a result of Force Majeure. (5) Borrower shall diligently enforce in all material respects, all GMP Agreements. Borrower shall diligently seek to achieve timely and cost-effective performance by Cleanup Contractor under each GMP Agreement. Borrower shall diligently pursue the prevailing professional standards of quality, performance and timeliness that Cleanup Contractor would normally deliver for its third-party clients. GMP Agreements shall be negotiated at arms length on substantially the same terms that a non-affiliated party would obtain. Borrower shall not waive, modify, amend, terminate or to release Cleanup Contractor's obligations under any GMP Agreement, or replace Cleanup Contractor, without Senior Lender's consent. Senior Lender shall not unreasonably withhold consent to reasonable changes necessitated by field conditions, provided that the GMP Agreement continues to substantially comply with the applicable Loan Application and the guaranteed maximum price is not increased. Borrower shall not terminate Cleanup Contractor unless Cleanup Contractor is simultaneously replaced with a Satisfactory Replacement Cleanup Contractor. (6) If and when Borrower becomes aware of any site conditions or other circumstances affecting any Property that will or is reasonably likely to have a Material Adverse Effect, then Borrower shall promptly and in any event within ten (10) days after obtaining knowledge of such site conditions or circumstances, notify Senior Lender in writing thereof, in reasonable detail, and thereafter provide Senior Lender with such additional information relating thereto as Senior Lender shall reasonably request. Borrower shall with reasonable promptness develop a written plan to respond to such site conditions or other circumstances, and provide Senior Lender with a copy of such written plan and any updates thereof. Section 4.4.

Covenants on Environmental Matters. (1a) Borrower shall consistent with the applicable Loan Application, (ai) comply strictly and in all respects with applicable Environmental Laws; (bii) other than as to those matters previously disclosed to Senior Lender in the applicable Loan Application, notify Senior Lender immediately upon Borrower's or any applicable Subsidiary's discovery of any Hazardous Materials Release spill, discharge, release or presence of any Hazardous Material in violation of applicable Environmental Laws at, upon, under, within, contiguous to or otherwise affecting any Individual Property; (ciii) promptly remove such Hazardous Materials and Remediate remediate any Individual Property in full compliance with Environmental Laws or as reasonably required by Lender based upon the recommendations and in accordance with the applicable Loan Applicationspecifications of an independent environmental consultant approved by Lender; and (div) promptly forward to Senior Lender copies of all orders, notices, permits, applications or other communications and reports in connection with any Hazardous Materials Release spill, discharge, release or the presence of any Hazardous Material or any other matters relating to the Environmental Laws or any similar laws or regulations, as they may affect any Individual Property or any Borrower Party. Borrower shall simultaneously provide Senior Lender with a copy of any written notice that would, or is likely to, have a Material Adverse Effect, given to or received from Cleanup Contractor, any Governmental Authority, or any third party (including the owner of any Property as to which Remediation is occurring or contemplated or as to which a Mortgage Acquisition has been made or is contemplated, as set forth in a Loan Application, and including any other creditor of Borrower or any Subsidiary), which notice relates to any Property, any Remediation or Development, Borrower's or any Subsidiary's business, or Borrower's or any Subsidiary's ability to perform its obligations under this Agreement. (2b) Borrower shall not cause and cause, shall prohibit any other Person within the control of Borrower from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from (ai) causing any Hazardous Materials Releasespill, discharge or release, or the use, storage, generation, manufacture, installation, or installation disposal, of any Hazardous Materials at, upon, under, within or about any Individual Property or the transportation of any Hazardous Materials to or from any Individual Property (except for cleaning and other products used in connection with routine maintenance or repair of any Individual Property or the Property operation thereof as a hotel in full compliance with Environmental Laws and except for any Remediation in accordance with the applicable GMP Agreement and used in the ordinary course of business by any tenant of any Property or BorrowerLaws), (bii) installing any underground storage tanks at the any Individual Property, or (ciii) conducting any activity that requires a permit or other authorization under Environmental Laws, Laws (except for any Remediation in accordance connection with the applicable GMP Agreementcleaning or routine maintenance of such Individual Property or the operation thereof as a hotel, and then only in strict compliance with such permit or authorization). (3c) Borrower shall provide to Senior Lender Lender, at Borrower's expense, promptly upon as soon as reasonably practicable following the written request of Senior Lender made no more than at a reasonable frequency (in the exercise of Senior Lender's reasonable judgment)from time to time, a Site Assessment or other environmental tests, or, if reasonably required by Senior Lender, an update to any existing Site Assessment relating Assessment, to assess the presence or absence of any Hazardous Materials and the potential costs in connection with abatement, cleanup or removal of any Hazardous Materials found on, under, at or within any Individual Property, all in such detail and covering such matters as Senior Lender shall from time to time request based on the written advice or recommendations of Senior Lender's third-party consultants or advisers. (4) Borrower shall Remediate, Develop, Acquire and/or dispose of each Property in compliance with the applicable Loan Application and in compliance with all Environmental Laws. Borrower shall timely obtain and thereafter comply pay the cost of no more than one such Site Assessment with and maintain respect to any Individual Property or update in full force and effectany twenty-four (24)-month period, all Governmental Approvals necessary unless Lender's request for a Site Assessment is based on information received by Lender pursuant to Section 6.3(a), a reasonable suspicion of Hazardous Materials at or appropriate for near any Remediation. Borrower shall cause the Cleanup Contractor to prosecute all Remediation with diligence and continuity and without material interruption Individual Property, a breach of representations under Section 6.2, or suspension an Event of workDefault, except as required by Law in which case any such Site Assessment or as a result of Force Majeure. (5) Borrower shall diligently enforce in all material respects, all GMP Agreements. Borrower shall diligently seek to achieve timely and cost-effective performance by Cleanup Contractor under each GMP Agreement. Borrower shall diligently pursue the prevailing professional standards of quality, performance and timeliness that Cleanup Contractor would normally deliver for its third-party clients. GMP Agreements update shall be negotiated at arms length on substantially the same terms that a non-affiliated party would obtainBorrower's expense. Borrower shall not waive, modify, amend, terminate or to release Cleanup Contractor's obligations under any GMP Agreement, or replace Cleanup Contractor, without Senior Lender's consent. Senior Lender shall not unreasonably withhold consent to reasonable changes necessitated by field conditions, provided that the GMP Agreement continues to substantially comply with the applicable Loan Application and the guaranteed maximum price is not increased. Borrower shall not terminate Cleanup Contractor unless Cleanup Contractor is simultaneously replaced with a Satisfactory Replacement Cleanup Contractor. (6) If and when Borrower becomes aware of any site conditions or other circumstances affecting any Property that will or is reasonably likely to have a Material Adverse Effect, then Borrower shall promptly and in any event within ten (10) days after obtaining knowledge of such site conditions or circumstances, notify Senior Lender in writing thereof, in reasonable detail, and thereafter provide Senior Lender with such additional information relating thereto as Senior Lender shall reasonably request. Borrower shall with reasonable promptness develop a written plan to respond to such site conditions or other circumstances, and provide Senior Lender with a copy of such written plan and any updates thereof. Section 4.4SECTION 6.4

Covenants on Environmental Matters. (1) Borrower shall consistent with the applicable Loan Application, (a) subject to Borrower’s right to contest pursuant to Section 9.4, comply strictly and in all material respects with applicable Environmental Laws; (b) other than as to those matters previously disclosed to Senior Lender in the applicable Loan Application, notify Senior Lender Administrative Agent immediately upon Borrower's or any applicable Subsidiary's ’s discovery of any Hazardous Materials Release spill, discharge, release or presence of any Hazardous Material at, upon, under, within, contiguous to or otherwise affecting the Project which would reasonably be expected to lead to an Environmental Claim against Borrower, Administrative Agent or any Propertyof the Lenders; (c) promptly remove such Hazardous Materials and Remediate any Property remediate the Project in full compliance in all material respects with Environmental Laws and in accordance with the applicable Loan Application(subject to Borrower’s right to contest pursuant to Section 9.4); and (d) promptly forward to Senior Lender Administrative Agent copies of all orders, notices, permits, applications or other written communications and reports received by Borrower in connection with any Hazardous Materials Release spill, discharge, release or the presence of any Hazardous Material at the Project or the violation of Environmental Laws by Borrower which would reasonably be expected to lead to an Environmental Claim against Borrower, Administrative Agent or any other matters relating to of the Environmental Laws or any similar laws or regulations, as they may affect any Property or any Borrower Party. Borrower shall simultaneously provide Senior Lender with a copy of any written notice that would, or is likely to, have a Material Adverse Effect, given to or received from Cleanup Contractor, any Governmental Authority, or any third party (including the owner of any Property as to which Remediation is occurring or contemplated or as to which a Mortgage Acquisition has been made or is contemplated, as set forth in a Loan Application, and including any other creditor of Borrower or any Subsidiary), which notice relates to any Property, any Remediation or Development, Borrower's or any Subsidiary's business, or Borrower's or any Subsidiary's ability to perform its obligations under this AgreementLenders. (2) Borrower shall not cause and cause, shall prohibit any other Person within the control Control of Borrower from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from causing, (a) causing any Hazardous Materials Releasespill, discharge or release, or the use, storage, generation, manufacture, installation, or installation disposal, of any Hazardous Materials at, upon, under, within or about any Property the Project or the transportation of any Hazardous Materials to or from any Property the Project (except for cleaning and other products used in connection with routine maintenance De Minimis Amounts) or repair of the Property in full compliance with Environmental Laws and except for any Remediation in accordance with the applicable GMP Agreement and used in the ordinary course of business by any tenant of any Property or Borrower), (b) installing any underground storage tanks to be installed at the Property, or (c) conducting any activity that requires a permit or other authorization under Environmental Laws, except for any Remediation in accordance with the applicable GMP AgreementProject. (3) Borrower shall provide to Senior Lender at Borrower's expense, promptly upon the written request of Senior Lender made no more than at a reasonable frequency (in the exercise of Senior Lender's reasonable judgment)Administrative Agent, a Site Assessment or other environmental tests, or, if reasonably as may be required by Senior Lender, an update pursuant to any existing Site Assessment relating to any Property, all in such detail and covering such matters as Senior Lender shall from time to time request based on the written advice or recommendations terms of Senior Lender's third-party consultants or advisersSection 5(a) of the Environmental Indemnity. (4) Borrower shall Remediate, Develop, Acquire and/or dispose of each Property in compliance with the applicable Loan Application and in compliance with all Environmental Laws. Borrower shall timely obtain and thereafter comply with and maintain in full force and effect, all Governmental Approvals necessary or appropriate for any Remediation. Borrower shall cause the Cleanup Contractor to prosecute all Remediation with diligence and continuity and without material interruption or suspension of work, except as required by Law or as a result of Force Majeure. (5) Borrower shall diligently enforce in all material respects, all GMP Agreements. Borrower shall diligently seek to achieve timely and cost-effective performance by Cleanup Contractor under each GMP Agreement. Borrower shall diligently pursue the prevailing professional standards of quality, performance and timeliness that Cleanup Contractor would normally deliver for its third-party clients. GMP Agreements shall be negotiated at arms length on substantially the same terms that a non-affiliated party would obtain. Borrower shall not waive, modify, amend, terminate or to release Cleanup Contractor's obligations under any GMP Agreement, or replace Cleanup Contractor, without Senior Lender's consent. Senior Lender shall not unreasonably withhold consent to reasonable changes necessitated by field conditions, provided that the GMP Agreement continues to substantially comply with the applicable Loan Application and the guaranteed maximum price is not increased. Borrower shall not terminate Cleanup Contractor unless Cleanup Contractor is simultaneously replaced with a Satisfactory Replacement Cleanup Contractor. (6) If and when Borrower becomes aware of any site conditions or other circumstances affecting any Property that will or is reasonably likely to have a Material Adverse Effect, then Borrower shall promptly and in any event within ten (10) days after obtaining knowledge of such site conditions or circumstances, notify Senior Lender in writing thereof, in reasonable detail, and thereafter provide Senior Lender with such additional information relating thereto as Senior Lender shall reasonably request. Borrower shall with reasonable promptness develop a written plan to respond to such site conditions or other circumstances, and provide Senior Lender with a copy of such written plan and any updates thereof. Section 4.4)