Common use of Environmental Inspections Clause in Contracts

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4this Article XXXII, Landlord shall have the right, from time to time, during normal business hours hours, subject to the rights of subtenants and hotel guests at the Leased Property and upon not less than five (5) Business Days days written notice to Tenant (Tenant, except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord no notice shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances)be required, to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereofProperty. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereofProperty, (upon not less than ten (10) days written notice to Tenant for invasive testing except in the case of emergency when no advance notice shall be required; provided, that Landlord shall provide notice to Tenant within a reasonable period thereafter) conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials Hazardous Substances brought into the Leased Property; provided that, except in the case of emergency or during the occurrence and continuance of an Event of Default, Landlord shall use commercially reasonable efforts to cause any such testing, sampling and analyses to be performed in such a manner so as to reasonably minimize any interference with the operations and occupancy of the Leased Property or and to reasonably minimize any portion thereofdisturbance to guests of Tenant. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4therewith. All reasonable costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses 32.5 shall be paid on demand as Additional Charges by Tenant to Landlord as provided in Section 32.4Landlord. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during TenantXxxxxx’s tenancy. To the extent Tenant may be liable pursuant to this Article XXXII, Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Master Lease.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. In Within 30 days following the event Landlord has execution of this Agreement, Seller and Buyer shall select Environmental Strategies Corporation (or another qualified environmental consultant reasonably satisfactory to Buyer and Seller) to conduct a reasonable basis Transaction Screen with respect to believe that Tenant is each parcel of Fee Realty included in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant Transferred Assets (except in the case of an emergency that constitutes an imminent threat for any parcel designated by Buyer not to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify receive a representative of Tenant as soon as practicable under the circumstancesTransaction Screen), to conduct an inspection of the Leased Property or any portion thereof (and Tenant which review shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is conducted in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary accordance with ASTM standards and shall have be completed within 90 days following the right execution of this Agreement. Upon completion of such Transaction Screen, such consultant shall deliver to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, Buyer and to prepare Seller a written report with respect thereto. Each party shall notify the other party in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach writing (the "Remediation Notice") within 10 days of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release learning of any liability for environmental conditions subsequently determined potential material liabilities under any Environmental Laws with respect to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless a parcel of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at Fee Realty included in the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease Transferred Assets, but in no event shall Article XXXII apply to matters first occurring after later than the later of (x) the end 10th day following receipt of the Term related Transaction Screen. Thereafter, Buyer shall determine whether to conduct additional environmental due diligence, including a Phase I Environmental Report, which shall be completed within 60 days of delivery of the Remediation Notice. If the estimated costs of remediation of such potential liabilities on such parcel (the "Remediation Costs") will exceed $400,000, Seller shall either effect such remediation or may instead elect to exclude either such parcel of Fee Realty or the Exchange to which such parcel of Fee Realty relates from the Transferred Assets, and Buyer and Seller shall in good faith reduce the Purchase Price accordingly. If, pursuant to the preceding sentence, Seller elects to exclude the parcel of Fee Realty, then, at Buyer's request, Seller shall grant to Buyer a long-term lease at an annual rental rate of $1.00 and otherwise in form and substance reasonably satisfactory to Buyer, for the use of such parcel (y) the date upon which Tenant and Seller shall have vacated no obligation to effect any remediation with respect to such parcel); provided that if Buyer is required to pay a higher rental rate for such leased parcel pursuant to or in connection with the Leased Property and surrendered granting of any Governmental Approval, the same to Landlord, in each case to the extent such matters are not or were not caused Purchase Price shall be decreased by the acts net present value of the aggregate lease payments, discounted at a rate of 8% per annum. If the environmental consultant conducting Buyer's additional environmental due diligence ("Buyer's Consultant") estimates that the Remediation Costs will exceed $400,000, Seller may elect to conduct its own additional environmental due diligence during the 60 day period following completion of Buyer's additional environmental due diligence, and if the environmental consultant conducting Seller's additional environmental due diligence ("Seller's Consultant") estimates that the Remediation Costs will be less than $400,000, Seller shall not be required to so remediate or omissions exclude such parcel of Tenant in breach Fee Realty or such Exchange unless Buyer elects to pursue an arbitration conducted as contemplated by Article 8 and the arbitrator estimates that the Remediation Costs will exceed $400,000. The costs of the Transaction Screens required by this LeaseSection shall be borne equally by Buyer and Seller, and the costs of any additional environmental due diligence (the scope of which shall be reasonably acceptable to Seller) shall be borne by the party conducting such additional due diligence. Buyer shall indemnify Seller for any liabilities or losses incurred by Seller as a result of any additional environmental due diligence conducted by Buyer.

Environmental Inspections. (a) In the event that Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4this Article XX, or that there may exist any violation of Environmental Law or presence of Hazardous Substances in excess of an applicable standard that would require investigation, remediation or other corrective action pursuant to Environmental Law in, on, from, under or about any Demised Premises, or if Landlord desires to do so in connection with the prospective sale, leasing, financing, development or development of any portion of the Property (including the Demised Premises), Landlord shall have the right, from time to time, during normal business hours and upon not less than five fifteen (515) Business Days written days’ Notice to Tenant, except in the case of an emergency, in which event no notice shall be required, to Tenant conduct (or cause to be conducted) an inspection of the Demised Premises to determine the existence of such violation of Environmental Law or such presence of Hazardous Substances. During said 15-day period, at Tenant’s request Landlord’s environmental representatives shall meet and confer in good faith with Tenant’s environmental representatives, in an attempt to agree on a potential plan of action for any such inspection, including testing, sampling and monitoring, in a commercially reasonable and cost-effective manner. At the expiration of such 15-day period (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstancesemergency), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereofDemised Premises, conduct any testing, monitoring, sampling and analyses (collectively, “Inspections”) it deems reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or Demised Premises, subject to any portion thereofagreed plan of action with Tenant (if any). Landlord may, in its reasonable discretion, retain such experts to conduct the inspection, perform the tests referred to herein, Inspections and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4therewith. All reasonable costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely 20.5 with respect to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses any Known Environmental Problems shall be paid on demand as Additional Charges by Tenant to Landlord Landlord, any failure to pay the same shall bear interest and be subject to terms of conduct by Tenant as provided with respect to Environmental Costs in Section 32.420.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancyKnown Environmental Problems. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy and any Known Environmental Problem regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Master Lease. The obligations set forth in this Article XXXII XX shall survive the expiration or earlier termination of this Master Lease but with respect to any or all Demised Premises for any reason whatsoever. (b) All Inspections shall be conducted during normal business hours (except in no event shall Article XXXII apply to matters first occurring after the later an emergency) and a representative of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property right to be present (except in an emergency if no notice is practicable). Landlord and surrendered its representatives shall take reasonable care (i) to minimize disturbance of the same to Landlordoperations of the Demised Premises, in each the course of any Inspections, except in the case of an emergency, and (ii) not to cause any damage or injury to the Demised Premises or Tenant’s Property, and Landlord shall be responsible for all negligent acts and omissions for all representatives it brings upon the Demised Premises; provided, that Landlord shall not be responsible for any claims, costs, expenses, loss or damages for any existing environmental conditions or matters except to the extent that the same may be exacerbated by Landlord or its representatives by such matters are not negligence. Landlord shall maintain (or were not caused by the acts or omissions of Tenant in breach of this Leasecause its contractors and experts to maintain) customary insurance coverage with customary limits with respect to all Inspections.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an of imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. In the event Landlord (a) If either Party (“Inspecting Party”) has a reasonable basis to believe that Tenant the other Party is in breach of its obligations under Sections 32.1 through 32.4this Article 9, Landlord or that there may exist any violation of Environmental Laws that would require investigation, remediation or other corrective action pursuant to Environmental Laws in, on, from, under or about any Leased Premises or the Lessor Remaining Property, or if the Inspecting Party desires to do so in connection with the prospective sale, leasing, financing, development or development of any portion of the Property (including the Leased Premises), the Inspecting Party shall have the right, from time to time, during normal business hours and upon not less than five fifteen (515) Business Days written days’ Notice to the other Party, except in the case of an emergency, in which event no notice shall be required, to Tenant conduct (or cause to be conducted) an inspection of the Leased Premises or the Property to determine the existence of such violation of Environmental Laws. During said fifteen (15)-day period, at the other Party’s request the Inspecting Party’s environmental representatives shall meet and confer in good faith with Lessee’s environmental representatives, in an attempt to agree on a potential plan of action for any such inspection, including testing, sampling and monitoring, in a commercially reasonable and cost-effective manner. At the expiration of such fifteen (15)-day period (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstancesemergency), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord Inspecting Party shall have the right to enter and inspect the Leased Property Premises or any portion thereofthe Property, as the case may be, conduct any testing, monitoring, sampling and analyses (collectively, “Inspections”) it deems reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property Premises or the Property, subject to any portion thereofagreed plan of action with the other Party (if any). Landlord The Inspecting Party may, in its reasonable discretion, retain such experts to conduct the inspection, perform the tests referred to herein, Inspections and to prepare a written report in connection therewith if Landlord has a therewith. If any Inspections reveal any violation of Environmental Laws, all reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord the Inspecting Party under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses 9.8 shall be paid on demand by Tenant the other Party, and any failure to Landlord pay the same shall bear interest and be subject to terms of conduct by the other Party as provided with respect to Environmental Liabilities in Section 32.49.7. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with any Lessor or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this LeaseLessee Environmental Condition. The obligations set forth in this Article XXXII 9 shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Land Lease.

Environmental Inspections. In The inspections under Paragraph 5.C may include Phase I environmental inspections of the event Landlord has a reasonable basis Real Property, Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections. If Buyer chooses to believe that Tenant is perform any Phase II or other invasive inspections or sampling, (i) Buyer shall notify Seller in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon writing not less than five (5) Business Days written notice to Tenant (except in days before the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, date in which event Landlord the Phase II or other invasive inspection or sampling is scheduled to take place, (ii) such notice shall undertake include the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and reasonable efforts approval and (iii) the work shall be performed in accordance with such terms and conditions as Seller shall reasonably prescribe (e.g., insurance). At Seller’s request and provided that Seller is not in default of this Agreement, Buyer shall deliver to notify a representative Seller (at no cost to Seller) copies of Tenant any final form Phase II or other environmental reports (to the extent in Buyer’s possession as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied date of request by a representative of TenantSeller) to determine the existence which Seller consents as provided above; provided however, Buyer shall not be liable for any information contained in such reports and Buyer makes absolutely no representation or presence warranty of Hazardous Substances on or about the Leased Property or any portion thereofkind regarding any such reports. In the event Landlord has a reasonable basis Buyer determines that remediation is required due to believe the presence of Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the contrary, the Buyer and Seller shall promptly meet and confer to determine whether remediation will be performed and the financial responsibility for such remediation. In the event that Tenant is in breach of its obligations under Sections 32.1 through 32.4the Parties cannot reach agreement on the process for determining the necessary remediation and financial responsibility thereto, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 Agreement shall be the responsibility deemed terminated without fault of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Leaseeither party.,

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an of imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. In the event Landlord Lender has a reasonable basis to believe that Tenant Borrower is in breach of its obligations under Sections 32.1 through 32.4this Section 5.1.19, Landlord Lender shall have the right, from time to time, during normal business hours hours, subject to the rights of subtenants and hotel guests at the Property and upon not less than five (5) Business Days days written notice to Tenant (Borrower, except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord no notice shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances)be required, to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereofProperty. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord Lender shall have the right to enter and inspect the Leased Property or any portion thereofProperty, (upon not less than ten (10) days written notice to Borrower for invasive testing except in the case of emergency when no advance notice shall be required; provided, that Lender shall provide notice to Borrower within a reasonable period thereafter) conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials Hazardous Substances brought into the Leased Property; provided that, except in the case of emergency or during the occurrence and continuance of an Event of Default, Lender shall use commercially reasonable efforts to cause any such testing, sampling and analyses to be performed in such a manner so as to reasonably minimize any interference with the operations and occupancy of the Property or and to reasonably minimize any portion thereofdisturbance to guests of Borrower. Landlord Lender may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4therewith. All reasonable costs and expenses incurred by Landlord Lender under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses 5.1.19(e) shall be paid on demand by Tenant Borrower to Landlord as provided in Section 32.4Lender. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during TenantBorrower’s tenancyownership and control of the Property. Tenant To the extent Borrower may be liable pursuant to this Section 5.1.19, Borrower shall remain liable for any environmental condition related to or having occurred during its tenancy ownership of the Property regardless of when such conditions are discovered and regardless of whether or not Landlord Lender conducts an environmental inspection at the termination time of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination any foreclosure of this Lease but in no event shall Article XXXII apply to matters first occurring after the later deed-in-lieu of (x) the end foreclosure of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this LeaseSecurity Instrument.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4this Article XXXII, Landlord shall have the right, from time to time, during normal business hours hours, subject to the rights of subtenants and hotel guests at the Leased Property and upon not less than five (5) Business Days days written notice to Tenant (Tenant, except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord no notice shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances)be required, to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereofProperty. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereofand the Facility (upon not less than ten (10) days written notice to Tenant for invasive testing except in the case of emergency when no advance notice shall be required; provided, that Landlord shall provide notice to Tenant within a reasonable period thereafter) to conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials Hazardous Substances brought into the Leased Property; provided that, except in the case of emergency or during the occurrence and continuance of an Event of Default, Landlord shall use commercially reasonable efforts to cause any such testing, sampling and analyses to be performed in such a manner so as to reasonably minimize any interference with the operations and occupancy of the Leased Property or and to reasonably minimize any portion thereofdisturbance to guests of Tenant. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4therewith. All reasonable costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses 32.5 shall be paid on demand as Additional Charges by Tenant to Landlord as provided in Section 32.4Landlord. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during TenantTxxxxx’s tenancy. To the extent Tenant may be liable pursuant to this Article XXXII, Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. In The inspections under Paragraph 5.C may include Phase I environmental inspections of the event Landlord has a reasonable basis Real Property, Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections (“Invasive Inspections”). If Buyer chooses to believe that Tenant is perform any Phase II or other Invasive Inspections: (i) Buyer shall notify Seller in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon writing not less than five two (52) Business Days written notice to Tenant (except in business days before the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, date in which event Landlord the Phase II or other invasive inspection or sampling is scheduled to take place, and (ii) such notice shall undertake reasonable efforts include the proposed scope of work and the party who will perform the work, and (iii) Buyer shall perform the Invasive Inspection in accordance with such terms and conditions as Seller shall reasonably prescribe (e.g., insurance) as a condition to notify a representative granting its consent, if any. At Seller’s request and provided that Seller is not in default of Tenant this Agreement, Buyer shall deliver to Seller (at no cost to Seller) copies of any final form Phase II or other environmental reports (to the extent in Buyer’s possession as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied date of request by a representative of TenantSeller) to determine the existence which Seller consents as provided above; provided however, Buyer shall not be liable for any information contained in such reports and Buyer makes absolutely no representation or presence warranty of Hazardous Substances on or about the Leased Property or any portion thereofkind regarding any such reports. In the event Landlord Buyer determines that remediation is required due to the presence of Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the contrary, the Closing shall not occur unless and until Seller has assumed, to Buyer’s satisfaction, full and complete financial responsibility for that remediation on the Real Property that is within a reasonable basis timeframe, and in accordance with a remedial action plan (“RAP”), acceptable to believe Buyer and the appropriate environmental oversight agency. Xxxxx acknowledges and agrees that Tenant is Xxxxxx may agree to assume such responsibility in breach the exercise of its obligations under Sections 32.1 through 32.4Xxxxxx’s sole and absolute discretion. Subject to the mutual agreement of the parties, Landlord the implementation of the RAP may occur subsequent to the Closing. If for any reason Seller fails to assume responsibility for that remediation, then Buyer shall have the right (but not the obligation) to enter and inspect terminate this Agreement. Within ten (10) days following the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have delivery of the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to RAP as provided herein, Buyer shall (i) deliver a notice of Xxxxx’s intent to proceed with the remedial work and acquisition of the Real Property (the “Buyer Notice to prepare Proceed”), or (ii) a written report in connection therewith if Landlord has a reasonable basis notice of Buyer’s intent to believe that Tenant is in breach not proceed which shall terminate this Agreement. Upon Delivery of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 the Buyer’s Notice to Proceed, Buyer shall be responsible for completing the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord remediation as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenantthe RAP at Seller’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered sole cost and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Leaseexpense.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4this Article XXXII, Landlord shall have the right, from time to time, during normal business hours hours, subject to the rights of subtenants and hotel guests at the Leased Property and upon not less than five (5) Business Days days written notice to Tenant (Tenant, except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord no notice shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances)be required, to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereofProperty. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereofand the Facility (upon not less than ten (10) days written notice to Tenant for invasive testing except in the case of emergency when no advance notice shall be required; provided, that Landlord shall provide notice to Tenant within a reasonable period thereafter) to conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials Hazardous Substances brought into the Leased Property; provided that, except in the case of emergency or during the occurrence and continuance of an Event of Default, Landlord shall use commercially reasonable efforts to cause any such testing, sampling and analyses to be performed in such a manner so as to reasonably minimize any interference with the operations and occupancy of the Leased Property or and to reasonably minimize any portion thereofdisturbance to guests of Tenant. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4therewith. All reasonable costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses 32.5 shall be paid on demand as Additional Charges by Tenant to Landlord as provided in Section 32.4Landlord. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s Tenxxx’x tenancy. To the extent Tenant may be liable pursuant to this Article XXXII, Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.. ARTICLE XXXIII

Environmental Inspections. In Seller has provided Buyer with the event Landlord has Existing Environmental Reports listed on Schedule 7.10 (the “Existing Environmental Reports”). Within fifteen (15) days following the execution of this Agreement, Seller shall cause the preparer of the Existing Environmental Reports to provide by amendment thereto, or by a reasonable basis reliance letter reasonably satisfactory to believe Buyer, that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord Buyer and the applicable Group Companies shall be deemed a party to and may rely upon the Existing Environmental Work and shall have the right, from time to time, during normal business hours and upon not less than benefit of the insurance coverage for the Existing Environmental Work provided by the preparer. For a period of forty-five (545) Business Days written notice to Tenant days following the execution of this Agreement (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances“Environmental Inspection Period”), to conduct an inspection of the Leased Property or any portion thereof (Buyer and Tenant shall be permitted to have Landlord or its Buyer’s agents, representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord and contractors shall have the right to enter upon the Owned Real Property for the purpose of conducting such tests, assessments, evaluations and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord mayinvestigations as Buyer may determine in its sole discretion, in its discretionorder to evaluate and determine the current environmental condition of the Owned Real Property, retain experts including without limitation Phase I or Phase II environmental assessments of any Owned Real Property not covered by the Existing Environmental Reports (or, if Seller is unable to conduct provide the inspectionassurances set forth above as to the Existing Environmental Reports, perform all of the tests referred Owned Real Property) and updates of any existing Phase I or Phase II assessments in order to hereinbring them current under AAI standards for CERCLA. Within five (5) days after the expiration of the Environmental Inspection Period, Buyer shall give written notice to Seller of any breach of Section 5.19, which would reasonably be expected to materially and adversely affect the use or operation of a Facility or Facilities in the manner in which such Facility or Facilities have historically been operated by Seller (“Environmental Conditions”). Buyer shall provide Seller with a copy of Buyer’s Environmental Inspections reflecting such Environmental Conditions. If Buyer gives notice of any Environmental Conditions to Seller, and to prepare if such Environmental Conditions constitute a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4Section 5.19, Seller shall use commercially reasonable efforts to cure any Defect identified in a Defect Notice. All costs Should Seller, notwithstanding the use of commercially reasonable efforts, not have cured by Closing any such Environmental Conditions referenced in the Buyer’s Environmental Inspections, and expenses incurred by Landlord under the failure to cure such Environmental Condition(s) shall reasonably be expected to have a Group Companies Material Adverse Effect, then Seller may elect to either terminate this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5Agreement, in which event such reasonable costs and expenses neither Seller nor Buyer shall be paid have any further obligation to the other hereunder except those obligations which by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination express terms of this Lease. The obligations set forth in this Article XXXII Agreement shall survive the expiration or earlier any such termination of or, waive such right to terminate this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this LeaseAgreement.

Environmental Inspections. In The inspections under Section 5.1 may include a non-invasive Phase I environmental inspection of the event Landlord has properties, but no Phase II environmental inspection or other invasive inspection or sampling of soil or materials, including, without limitation, construction materials, either as part of a Phase I or any other inspection, shall be performed without the prior written consent of Sellers, which shall not be unreasonably withheld or delayed (unless any applicable lease agreement with a third party owner of the respective real property prohibits same and the approval of same cannot be obtained from said third party owner), and, if consented to by Sellers, the proposed scope of work and the party who will perform the work shall also be subject to Sellers' reasonable basis review and approval. At Sellers' request, Purchaser shall deliver to believe Sellers copies of any Phase I or other environmental reports to which Sellers consent as provided above, provided that Tenant is in breach any such reports shall be delivered without any representation or warranty of its obligations under Sections 32.1 through 32.4Purchaser, Landlord and Sellers shall have no right to rely on any such report without the rightprior written consent of the party preparing same. If any inspections under Section 5.1 or under Section 5.2 results in Purchaser discovering any environmental conditions that a lender would reasonably object to, from time to time, during normal business hours then Purchaser shall inform the Sellers of the same and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord Sellers shall undertake use their reasonable efforts to notify a representative cure the same. If Sellers are unable or unwilling (after exercising their reasonable efforts to cure the same) to cure such objections on or before fifteen (15) days after receipt of Tenant such notice, Purchaser may, at any time on or before the Closing Date, accept such condition as soon as practicable under the circumstancesSellers can deliver, exercise any other remedy provided herein, or, if such adverse condition(s), individually or in the aggregate, constitute(s) a Material Adverse Effect on the Business, terminate this Contract (the provisions of this sentence are not intended to conduct an inspection limit Purchaser's remedies with respect to any breach by Sellers of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative other provision of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereofthis Contract[e.g. Section 7.1]). In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4such termination, Landlord the Parties shall have the no further right or other obligation hereunder (other than with respect to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe obligations hereunder that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at expressly survive the termination of this Lease. The obligations set forth in this Article XXXII Contract) and the Deposit shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply be immediately returned to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this LeasePurchaser.

Environmental Inspections. In The inspections under Paragraph 4.C may include Phase I environmental inspections of the event Landlord has a reasonable basis Real Property, Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections. If Buyer chooses to believe that Tenant is perform any Phase II or other invasive inspections or sampling, (i) Buyer shall notify Seller in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon writing not less than five ten (510) Business Days written notice to Tenant (except in business days before the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, date in which event Landlord the Phase II or other invasive inspection or sampling is scheduled to take place, (ii) such notice shall undertake include the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and reasonable efforts approval and (iii) the work shall be performed in accordance with such terms and conditions as Seller shall reasonably prescribe (e.g., insurance). At Seller’s request and provided that Seller is not in default of this Agreement, Buyer shall deliver to notify a representative Seller (at no cost to Seller) copies of Tenant any final form Phase II or other environmental reports (to the extent in Buyer’s possession as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied date of request by a representative of TenantSeller) to determine the existence which Seller consents as provided above; provided however, Buyer shall not be liable for any information contained in such reports and Buyer makes absolutely no representation or presence warranty of Hazardous Substances on or about the Leased Property or any portion thereofkind regarding any such reports. In the event Landlord Buyer determines that remediation is required due to the presence of Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the contrary, the Closing shall not occur unless and until Seller has assumed, to Buyer’s satisfaction, full and complete financial responsibility for that remediation on the Real Property that is within a reasonable basis timeframe, and in accordance with a remedial action work plan (“RAW”), acceptable to believe Buyer and the appropriate environmental oversight agency. Buyer acknowledges and agrees that Tenant is Seller may agree to assume such responsibility in breach the exercise of its obligations under Sections 32.1 through 32.4Seller’s sole and absolute discretion. Subject to the mutual agreement of the parties, Landlord the implementation of the RAW may occur subsequent to the Closing. If for any reason Seller fails to assume responsibility for that remediation, then Buyer shall have the right (but not the obligation) to enter and inspect terminate this Agreement. Within thirty (30) days following the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have delivery of the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to RAW as provided herein, Buyer shall (i) deliver a notice of Buyer’s intent to proceed with the Remedial Work and acquisition of the Real Property (the “Buyer Notice to prepare Proceed”), or (ii) a written report in connection therewith if Landlord has a reasonable basis notice of Buyer’s intent to believe that Tenant is in breach not proceed which shall terminate this Agreement. Upon Delivery of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 the Buyer’s Notice to Proceed, Buyer shall be responsible for completing the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord remediation as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenantthe RAW at Seller’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered sole cost and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Leaseexpense.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right, from time to time, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereof, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or any portion thereof. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.. 150 ARTICLE XXXIII

Environmental Inspections. In the event Landlord has a reasonable basis Borrower hereby grants to believe that Tenant is in breach of Lender, its obligations under Sections 32.1 through 32.4agents, Landlord shall have the rightemployees, from time to timeconsultants and contractors, during normal business hours and upon not less than five (5) Business Days written notice to Tenant (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter upon the Facilities upon reasonable advance notice, and inspect to perform such tests on the Leased Property or any portion thereof, conduct any testing, sampling and analyses it Facilities as Lender reasonably deems necessary and to conduct such review and/or investigation of the Facilities as Lender deems necessary or desirable to confirm Borrower's compliance with Section 7.6 and 7.7; provided, however, in the exercise of such rights Lender shall take due care not to unreasonably interfere with Borrower's operations at the Facilities. Borrower shall pay for any such tests performed by Lender, its agents, employees, consultants or contractors, provided that Lender has reasonable grounds to believe that Environmental Activities in violation of the Hazardous Materials Laws have occurred or may imminently occur. For the purposes of the preceding sentence, Lender shall be deemed to have reasonable grounds to believe that Environmental Activities in violation of the Hazardous Materials Laws have occurred or may immediately occur if the tests performed by or on behalf of Lender indicate that Environmental Activities in violation of the Hazardous Materials Laws actually occurred. Borrower hereby acknowledges and agrees that Lender, its agents, employees, consultants and contractors will be deemed to be the agents of Borrower when entering on the Facilities and performing tests pursuant to the foregoing sentence. Notwithstanding Lender's review and/or approval of any environment reports, assessments, or evaluations, either before or after the execution of this Agreement, Borrower shall have the right to inspect materials brought into sole responsibility of ensuring its compliance with the Leased Property provisions of Sections 7.6 and 7.7 and nothing contained in this Agreement shall be deemed or construed as placing any portion thereofresponsibility upon Lender for any of Borrower's Environmental Activities. Landlord may, in its discretion, retain experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach Borrower shall not be relieved of its obligations under Sections 32.1 through 32.4. All costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses shall be paid by Tenant to Landlord as provided in Section 32.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII the preceding sentence as a result of any mistake, error, act or omission by Lender or its agents, employees, consultants or contractors in connection with the review, approval or enforcement of any environmental reports, assessments or evaluations, whenever made, or the monitoring by Lender of Borrower's Environmental Activities. In addition tO the foregoing, no mistake, error, act or omission by Lender or its agents, employees, consultants or contractors shall survive the expiration or earlier termination create any rights in favor of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlordany Person other than Borrower, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Leaseincluding, without limitation, third party beneficiary rights.

Environmental Inspections. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4this Article XXXII, Landlord shall have the right, from time to time, during normal business hours hours, subject to the rights of subtenants and hotel guests at the Leased Property and upon not less than five (5) Business Days days written notice to Tenant (Tenant, except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord no notice shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstances)be required, to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereofProperty. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereofProperty, (upon not less than ten (10) days written notice to Tenant for invasive testing except in the case of emergency when no advance notice shall be required; provided, that Landlord shall provide notice to Tenant within a reasonable period thereafter) conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials Hazardous Substances brought into the Leased Property; provided that, except in the case of emergency or during the occurrence and continuance of an Event of Default, Landlord shall use commercially reasonable efforts to cause any such testing, sampling and analyses to be performed in such a manner so as to reasonably minimize any interference with the operations and occupancy of the Leased Property or and to reasonably minimize any portion thereofdisturbance to guests of Tenant. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith if therewith. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4. All this Article XXXII, all reasonable costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses 32.5 shall be paid on demand as Additional Charges by Tenant to Landlord as provided in Section 32.4Landlord. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancy. To the extent Tenant may be liable pursuant to this Article XXXII, Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Lease. The obligations set forth in this Article XXXII shall survive the expiration or earlier termination of this Lease but in no event shall Article XXXII apply to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease.

Environmental Inspections. (a) In the event that Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4this Article XX, or that there may exist any violation of Environmental Law or presence of Hazardous Substances in excess of an applicable standard that would require investigation, remediation or other corrective action pursuant to Environmental Law in, on, from, under or about any Demised Premises, or if Landlord desires to do so in connection with the prospective sale, leasing, financing, development or development of any portion of the Property (including the Demised Premises), Landlord shall have the right, from time to time, during normal business hours and upon not less than five fifteen (515) Business Days written days’ Notice to Tenant, except in the case of an emergency, in which event no notice shall be required, to Tenant conduct (or cause to be conducted) an inspection of the Demised Premises to determine the existence of such violation of Environmental Law or such presence of Hazardous Substances. During said 15‑day period, at Tenant’s request Landlord’s environmental representatives shall meet and confer in good faith with Tenant’s environmental representatives, in an attempt to agree on a potential plan of action for any such inspection, including testing, sampling and monitoring, in a commercially reasonable and cost‑effective manner. At the expiration of such 15‑day period (except in the case of an emergency that constitutes an imminent threat to human health or safety or damage to property, in which event Landlord shall undertake reasonable efforts to notify a representative of Tenant as soon as practicable under the circumstancesemergency), to conduct an inspection of the Leased Property or any portion thereof (and Tenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) to determine the existence or presence of Hazardous Substances on or about the Leased Property or any portion thereof. In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4, Landlord shall have the right to enter and inspect the Leased Property or any portion thereofDemised Premises, conduct any testing, monitoring, sampling and analyses (collectively, “Inspections”) it deems reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property or Demised Premises, subject to any portion thereofagreed plan of action with Tenant (if any). Landlord may, in its reasonable discretion, retain such experts to conduct the inspection, perform the tests referred to herein, Inspections and to prepare a written report in connection therewith if Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under Sections 32.1 through 32.4therewith. All reasonable costs and expenses incurred by Landlord under this Section 32.6 shall be the responsibility of Landlord, except solely 20.5 with respect to the extent Tenant has breached its obligations under Sections 32.1 through 32.5, in which event such reasonable costs and expenses any Known Environmental Problems shall be paid on demand as Additional Charges by Tenant to Landlord Landlord, any failure to pay the same shall bear interest and be subject to terms of conduct by Tenant as provided with respect to Environmental Costs in Section 32.420.4. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion constitute be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Tenant’s tenancyKnown Environmental Problems. Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy and any Known Environmental Problem regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Master Lease. The obligations set forth in this Article XXXII XX shall survive the expiration or earlier termination of this Master Lease but with respect to any or all Demised Premises for any reason whatsoever. (b) All Inspections shall be conducted during normal business hours (except in no event shall Article XXXII apply to matters first occurring after the later an emergency) and a representative of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property right to be present (except in an emergency if no notice is practicable). Landlord and surrendered its representatives shall take reasonable care (i) to minimize disturbance of the same to Landlordoperations of the Demised Premises, in each the course of any Inspections, except in the case of an emergency, and (ii) not to cause any damage or injury to the Demised Premises or Tenant’s Property, and Landlord shall be responsible for all negligent acts and omissions for all representatives it brings upon the Demised Premises; provided, that Landlord shall not be responsible for any claims, costs, expenses, loss or damages for any existing environmental conditions or matters except to the extent that the same may be exacerbated by Landlord or its representatives by such matters are not negligence. Landlord shall maintain (or were not caused by the acts or omissions of Tenant in breach of this Leasecause its contractors and experts to maintain) customary insurance coverage with customary limits with respect to all Inspections.