Common use of Environmental Monitoring Clause in Contracts

Environmental Monitoring. Mortgagor shall give prompt written notices to Mortgagee of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged Property, (b) all claims made or threatened by any third party against Mortgagor or the Mortgaged Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos, and (c) Mortgagor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Property that could cause the Mortgaged Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor shall permit Mortgagee to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor shall pay all attorneys' fees and disbursements incurred by Mortgagee in connection therewith. Upon Mortgagee's request, at any time and from time to time while this Mortgage is in effect but not more frequently than once per calendar year, unless Mortgagee has determined (in the exercise of its good faith judgment) that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Property, Mortgagor shall provide at Mortgagor's sole expense, (i) an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Mortgagee indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Property, and (ii) an inspection or audit of the Mortgaged Property prepared by a duly qualified engineering or consulting firm approved by Mortgagee, indicating the presence or absence of Asbestos on the Mortgaged Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor fails to provide such inspection or audit within thirty (30) days after such request Mortgagee may order same, and Mortgagor hereby grants to Mortgagee and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default Rate. In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor shall cause such operations and maintenance plan to be prepared and implemented at Mortgagor's expense upon request of Mortgagee. In the event that any investigation, site monitoring, containment cleanup, removal, restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "Remedial Work"), Mortgagor shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Mortgagee for performance thereof (or any such shorter period of time as may be required under applicable law.) All Remedial Work shall be performed by contractors approved in advance by Mortgagee, and under the supervision of a consulting engineer approved by Mortgagee. All costs and expenses of such Remedial Work shall be paid by Mortgagor including, without limitation, Mortgagee's reasonable attorneys' fees and disbursements incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to the Debt and shall bear interest thereafter until paid at the Default Rate.

Environmental Monitoring. Mortgagor Borrower shall give prompt written notices to Mortgagee Lender of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged Security Property, (b) all claims made or threatened by any third party against Mortgagor Borrower or the Mortgaged Security Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos, and (c) Mortgagor's Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Security Property that could cause the Mortgaged Security Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor Borrower shall permit Mortgagee Lender to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Security Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor Borrower shall pay all attorneys' ’ fees and disbursements incurred by Mortgagee Lender in connection therewith. Upon Mortgagee's Lender’s written request, at any time and from after the occurrence of or during the continuance of an Event of Default or at such other time to time while this Mortgage is in effect but not more frequently than once per calendar year, unless Mortgagee Lender has determined (in the exercise of its good faith judgmentjudgment but in no event more than one (1) time in any consecutive twelve (12) month period absent the occurrence and continuance of an Event of Default) that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Security Property, Mortgagor Borrower shall provide at Mortgagor's Borrower’s sole expense, (i) an inspection or audit of the Mortgaged Security Property prepared by a licensed hydrogeologist or licensed environmental engineer reasonably approved by Mortgagee Lender indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Security Property, and (ii) an inspection or audit of the Mortgaged Security Property prepared by a duly qualified engineering or consulting firm approved by Mortgageereasonably accepted to Lender, indicating the presence or absence of Asbestos on the Mortgaged Security Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor Borrower fails to provide such inspection or audit within thirty sixty (3060) days after such request Mortgagee may Lender may, upon not less than ten (10) days prior written notice to Borrower, order same, and Mortgagor Borrower hereby grants to Mortgagee Lender and its employees and agents access to the Mortgaged Security Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default Interest Rate. If no Event of Default has occurred and is continuing and Lender requests any such inspection or audit more than one (1) time in any consecutive twelve (12) month period, Lender shall have the right to obtain such additional audit or inspection at Lender’s sole cost and expense. In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor Borrower shall cause such operations and maintenance plan to be prepared and implemented at Mortgagor's Borrower’s expense upon request of MortgageeLender. In the event that any investigation, site monitoring, containment cleanup, removal, restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "“Remedial Work"”), Mortgagor Borrower shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty ninety (3090) days after written demand by Mortgagee Lender for performance thereof (or any such shorter period of time as AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 51 43412-20/Continental Towers may be required under applicable law.) ). All Remedial Work shall be performed by contractors approved in advance by MortgageeLender, and under the supervision of a consulting engineer approved by MortgageeLender. All costs and expenses of such Remedial Work shall be paid by Mortgagor Borrower including, without limitation, Mortgagee's Lender’s reasonable attorneys' ’ fees and disbursements incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor Borrower shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee Lender may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to the Debt and shall bear interest thereafter until paid at the Default Interest Rate.

Environmental Monitoring. Mortgagor shall give prompt written notices to Mortgagee of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged Property, (b) all claims made or threatened by any third party against Mortgagor or the Mortgaged Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos, and (c) Mortgagor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Property that could cause the Mortgaged Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor shall permit Mortgagee to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor shall pay all attorneys' fees and disbursements incurred by Mortgagee in connection therewith. Upon Mortgagee's request, at any time and from time to time while this Mortgage is in effect but not more frequently than once per calendar year, unless Mortgagee has determined (in the exercise of its good faith judgment) that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Property, Mortgagor shall provide at Mortgagor's sole expense, (i) an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Mortgagee indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Property, and (ii) an inspection or audit of the Mortgaged Property prepared by a duly qualified engineering or consulting firm approved by Mortgagee, indicating the presence or absence of Asbestos on the Mortgaged Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor fails to provide such inspection or audit within thirty (30) days after such request Mortgagee may order same, and Mortgagor hereby grants to Mortgagee and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default Rate. In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor shall cause such operations and maintenance plan to be prepared and implemented at Mortgagor's expense upon request of Mortgagee. In the event that any investigation, site monitoring, containment cleanup, removal, removal restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "Remedial WorkREMEDIAL WORK"), Mortgagor shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Mortgagee for performance thereof (or any such shorter period of time as may be required under applicable law.) All Remedial Work shall be performed by contractors approved in advance by Mortgagee, and under the supervision of a consulting engineer approved by Mortgagee. All costs and expenses of such Remedial Work shall be paid by be Mortgagor including, without limitation, Mortgagee's reasonable attorneys' fees and disbursements incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to the Debt and shall bear interest thereafter hereafter until paid at the Default Rate.

Environmental Monitoring. Mortgagor Borrower shall give prompt ------------------------ written notices to Mortgagee of: Lender of (ai) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged any Property, (bii) all claims made or threatened by any third party against Mortgagor Borrower or the Mortgaged any Property relating to any loss or injury resulting from any Hazardous Substance or AsbestosSubstance, and (ciii) MortgagorBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged any Property that could cause the Mortgaged such Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor Borrower shall permit Mortgagee Lender to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Property Properties in connection with any Environmental Law or Hazardous Substance, and Mortgagor Borrower shall be responsible to pay all reasonable attorneys' fees and disbursements incurred by Mortgagee Lender in connection therewith. Upon MortgageeLender's request, at any time and from time to time while this Mortgage is time, Borrower shall provide an inspection or audit of the Properties prepared by a licensed hydrogeologist, licensed environmental engineer or qualified environmental consulting firm approved by Lender indicating the presence or absence of Hazardous Substances on, in effect but or near any Property. The cost and expense of such audit or inspection shall be paid by Borrower not more frequently than once per every five (5) calendar yearyears after the occurrence of a Securization, unless Mortgagee has determined (Lender, in the exercise of its good faith judgment) , determines that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged any Property, Mortgagor in which case such inspections or audits shall provide be at MortgagorBorrower's sole expense, (i) an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Mortgagee indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Property, and (ii) an inspection or audit of the Mortgaged Property prepared by a duly qualified engineering or consulting firm approved by Mortgagee, indicating the presence or absence of Asbestos on the Mortgaged Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor Borrower fails to provide any such inspection or audit within thirty (30) days after such request Mortgagee (provided that such 30-day period shall, upon Borrower's request, be -------- extended for such additional period as may be reasonably necessary to complete such inspection or audit, but in no event more than an additional 30 days), Lender may order same, and Mortgagor Borrower hereby grants to Mortgagee Lender and its employees and agents access to the Mortgaged such Property and a license to undertake such inspection or auditaudit (subject to the rights of tenants of the Property). The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default RateRate until paid. In the event that If any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor Borrower shall cause such operations and maintenance plan to be prepared and implemented at Mortgagor's its expense upon request of MortgageeLender. In the event that any investigation, site monitoring, containment containment, cleanup, removal, restoration, restoration or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "Remedial WorkREMEDIAL WORK"), Mortgagor Borrower shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Mortgagee Lender for performance thereof (or any such shorter period of time as may be required under applicable law.) ). All Remedial Work shall be performed by contractors approved in advance by MortgageeLender, and under the supervision of a consulting engineer approved by MortgageeLender. All costs and expenses of such Remedial Work shall be paid by Mortgagor includingBorrower, without limitation, Mortgageeincluding Lender's reasonable attorneys' fees and disbursements incurred in connection with the monitoring or review of such Remedial Work. In the event Mortgagor Borrower shall fail to timely commence, not install or cause permit to be commencedinstalled on any Property any underground storage tank, unless such tank installation is required by a tenant under the provisions of a Lease approved by Lender or fail to diligently prosecute to completion, permitted under the provisions of such Remedial Work, Mortgagee may, but shall not be required to, cause such Remedial Work Lease to be performedperformed by the tenant thereunder, and all costs provided that such tank shall be installed and expenses thereof, or incurred maintained in connection therewith, may be added to the Debt and shall bear interest thereafter until paid at the Default Ratecompliance with -------- applicable Environmental Laws.

Environmental Monitoring. Mortgagor Borrower shall give prompt written notices to Mortgagee Lender of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged Security Property, (b) all claims made or threatened by any third party against Mortgagor Borrower or the Mortgaged Security Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos, and (c) Mortgagor's Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Security Property that could cause the Mortgaged Security Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor Borrower shall permit Mortgagee Lender to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Security Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor Borrower shall pay all attorneys' ’ fees and disbursements incurred by Mortgagee Lender in connection therewith. Upon Mortgagee's Lender’s written request, at any time and from after the occurrence of or during the continuance of an Event of Default or at such other time to time while this Mortgage is in effect but not more frequently than once per calendar year, unless Mortgagee Lender has determined (in the exercise of its good faith judgmentjudgment but in no event more than one (1) time in any consecutive twelve (12) month period absent the occurrence and continuance of an Event of Default) that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Security Property, Mortgagor Borrower shall provide at Mortgagor's Borrower’s sole expense, (i) an inspection or audit of the Mortgaged Security Property prepared by a licensed hydrogeologist or licensed environmental engineer reasonably approved by Mortgagee Lender indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Security Property, and (ii) an inspection or audit of the Mortgaged Security Property prepared by a duly qualified engineering or consulting firm approved by Mortgageereasonably accepted to Lender, indicating the presence or absence of Asbestos on the Mortgaged Security Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor Borrower fails to provide such inspection or audit within thirty sixty (3060) days after such request Mortgagee may Lender may, upon not less than ten (10) days prior written notice to AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 51 43412-20/Continental Towers Borrower, order same, and Mortgagor Borrower hereby grants to Mortgagee Lender and its employees and agents access to the Mortgaged Security Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default Interest Rate. If no Event of Default has occurred and is continuing and Lender requests any such inspection or audit more than one (1) time in any consecutive twelve (12) month period, Lender shall have the right to obtain such additional audit or inspection at Lender’s sole cost and expense. In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor Borrower shall cause such operations and maintenance plan to be prepared and implemented at Mortgagor's Borrower’s expense upon request of MortgageeLender. In the event that any investigation, site monitoring, containment cleanup, removal, restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "“Remedial Work"”), Mortgagor Borrower shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty ninety (3090) days after written demand by Mortgagee Lender for performance thereof (or any such shorter period of time as may be required under applicable law.) ). All Remedial Work shall be performed by contractors approved in advance by MortgageeLender, and under the supervision of a consulting engineer approved by MortgageeLender. All costs and expenses of such Remedial Work shall be paid by Mortgagor Borrower including, without limitation, Mortgagee's Lender’s reasonable attorneys' ’ fees and disbursements incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor Borrower shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee Lender may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to the Debt and shall bear interest thereafter until paid at the Default Interest Rate.

Environmental Monitoring. Mortgagor Indemnitor shall give prompt written notices to Mortgagee Lender of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance Substances or Asbestos on, under, from or about the Mortgaged Property, (b) all claims made or threatened by any third party against Mortgagor Indemnitor or the Mortgaged Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos, and (c) MortgagorIndemnitor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Property that could cause the Mortgaged Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor Indemnitor shall permit Mortgagee Lender to join and participate in, as a party if it so elects, any legal proceedings or actions action initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor Indemnitor shall pay all attorneys' fees and disbursements incurred by Mortgagee Lender in connection therewith. Upon MortgageeLender's request, at any time Indemnitor shall provide (i) an inspection or audit of the Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Lender indicating the presence or absence of Hazardous Substances in, or near die Property; and from time to time while this Mortgage is in effect but (ii) an inspection or audit of the Property prepared by a duly qualified engineering or consulting firm approved by Lender, indicating the presence or absence of Asbestos on the Property. The cost and expense of such audit or inspection shall be paid by Indemnitor not more frequently than once per every five (5) calendar yearyears after the occurrence of a Secondary Market Transaction unless Lender, unless Mortgagee has determined (in the exercise of its good faith judgment) , determines that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Property, Mortgagor then such inspections or audits described in the preceding sentence shall provide be at MortgagorIndemnitor's sole expense, (i) an . If Indemnitor fails to provide any inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Mortgagee indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Property, and (ii) an inspection or audit of the Mortgaged Property prepared by a duly qualified engineering or consulting firm approved by Mortgagee, indicating the presence or absence of Asbestos on the Mortgaged Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor fails required pursuant to provide such inspection or audit this Paragraph 3.2 within thirty (30) days after such request Mortgagee request, Lender may order same, and Mortgagor Indemnitor hereby grants to Mortgagee Lender and its employees and agents access to the Mortgaged Property and a license to undertake such inspection those inspections or audit. The audits, unless paid by Indemnitee, the cost of such inspection inspections or audit may audits shall be added to the Debt principal balance of the sums due under the Note and the Security Deed and shall bear interest thereafter until paid at the Default RateRate (as defined in the Note). In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor Indemnitor shall cause such operations and maintenance plan to be prepared and implemented at MortgagorIndemnitor's expense upon request of MortgageeLender. In the event that any investigation, site monitoring, containment cleanup, removal, restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "Remedial Work"), Mortgagor shall commence and thereafter diligently prosecute to completion all such Remedial Work within Within thirty (30) days after written demand by Mortgagee for performance thereof Lender (or any such shorter period of time as may be required under applicable law.) ), Indemnitor shall commence and thereafter diligently prosecute to completion any Remedial Work. All Remedial Work shall be performed by contractors approved in advance by MortgageeLender, and under the supervision of a consulting engineer approved by MortgageeLender. All costs and expenses of such Remedial Work shall be paid by Mortgagor Indemnitor including, without limitation, MortgageeLender's reasonable attorneys' fees and disbursements costs incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor Indemnitor shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee Lender may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to shall become part of the Debt and shall bear interest thereafter until paid at the Default Rate.

Environmental Monitoring. Mortgagor (a) Borrower shall give prompt written notices notice to Mortgagee of: Lender of (ai) any proceeding or inquiry by any party (including any Governmental Authority), upon Borrower’s receipt of notice thereof, with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged Property, (bii) all claims made or threatened in writing by any third party (including any Governmental Authority), upon Borrower’s receipt of written notice thereof, against Mortgagor Borrower or the Mortgaged Property or any party occupying the Property relating to any loss or injury resulting from any Hazardous Substance or AsbestosSubstance, and (ciii) Mortgagor's Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Property that could cause the Mortgaged Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor Borrower shall permit Mortgagee Lender to join and participate in, as a party if it so elects, any legal or administrative proceedings or other actions initiated with respect to the Mortgaged Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor Borrower shall pay all reasonable attorneys' ’ fees and disbursements incurred by Mortgagee Lender in connection therewith. . (b) Upon Mortgagee's Lender’s request, at any time and from time to time while this Mortgage is in effect but not more frequently than once per calendar year, year unless Mortgagee has determined (an Event of Default exists or Lender in the exercise of its good faith judgment) judgment determines that reasonable cause exists for the performance of an such environmental inspection or audit of the Mortgaged Propertyaudit, Mortgagor Borrower shall provide at Mortgagor's sole expense, (i) an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or hydrogeologist, licensed environmental engineer or qualified environmental consulting firm approved by Mortgagee indicating Lender assessing the presence or absence of Hazardous Substances on, in or near the Mortgaged Property, and (ii) an inspection or audit of the Mortgaged Property prepared by a duly qualified engineering or consulting firm approved by Mortgagee, indicating the presence or absence of Asbestos on the Mortgaged Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, if Lender in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) judgment determines that reasonable cause exists for the performance of an such environmental inspection or audit, then the cost and expense of such audit or inspection shall be paid by Borrower. Such inspections and audit may include soil borings and ground water monitoring. If Mortgagor Borrower fails to provide any such inspection or audit within thirty (30) days after such request Mortgagee request, Lender may order same, and Mortgagor Borrower hereby grants to Mortgagee Lender and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default Rate. In the event that . (c) If any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor whether such Hazardous Substance existed prior to the ownership of the Property by Borrower, or presently exists or is reasonably suspected of existing, Borrower shall cause such operations and maintenance plan to be prepared and implemented at Mortgagor's its expense upon request of MortgageeLender. In the event that If any investigation, site monitoring, containment containment, cleanup, removal, restoration, restoration or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "“Remedial Work"”), Mortgagor Borrower shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Mortgagee for performance thereof (or any Lender and thereafter diligently prosecute to completion all such shorter Remedial Work within such period of time as may be required under applicable law.) Legal Requirements. All Remedial Work shall be performed by licensed contractors reasonably approved in advance by Mortgagee, Lender and under the supervision of a consulting engineer reasonably approved by MortgageeLender. All costs and expenses of such Remedial Work shall be paid by Mortgagor includingBorrower, without limitation, Mortgagee's including Lender’s reasonable attorneys' ’ fees and disbursements incurred in connection with the monitoring or review of such Remedial Work. In the event Mortgagor shall fail to If Borrower does not timely commence, or cause to be commenced, or fail to commence and diligently prosecute to completion, such completion the Remedial Work, Mortgagee may, Lender may (but shall not be required obligated to, ) cause such Remedial Work to be performedperformed at Borrower’s expense. Notwithstanding the foregoing, Borrower shall not be required to commence such Remedial Work within the above specified time period: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time period would result in Borrower or such Remedial Work violating any Environmental Law, or (z) if Borrower, at its expense and after prior written notice to Lender, is contesting by appropriate legal, administrative or other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work. Borrower shall have the right to contest the need to perform such Remedial Work, provided that, (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Property nor any part thereof or interest therein will be sold, forfeited or lost if Borrower fails to promptly perform the Remedial Work being contested, and all costs and expenses thereofif Borrower fails to prevail in such contest, Borrower would thereafter have the opportunity to perform such Remedial Work, (3) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower has not furnished additional security as provided in clause (4) below, or incurred to any risk of criminal liability, and neither the Property nor any interest therein would be subject to the imposition of any Lien for which Borrower has not furnished additional security as provided in connection therewithclause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Borrower’s failure to prevail in such contest in such amount as may be added reasonably requested by Lender but in no event less than one hundred twenty–five percent (125%) of the cost of such Remedial Work as estimated by Lender or Lender’s Consultant and any loss or damage that may result from Borrower’s failure to prevail in such contest. (d) Borrower shall not install or permit to be installed on the Debt and shall bear interest thereafter until paid at the Default RateProperty any underground storage tank.

Environmental Monitoring. Mortgagor Borrower shall give prompt written notices to Mortgagee Lender of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance or Asbestos on, under, from or about the Mortgaged Security Property, (b) all claims made or threatened by any third party against Mortgagor Borrower or the Mortgaged Security Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos, and (c) MortgagorBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Security Property that could cause the Mortgaged Security Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Mortgagor Borrower shall permit Mortgagee Lender to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Security Property in connection with any Environmental Law or Hazardous Substance, and Mortgagor Borrower shall pay all attorneys' fees and disbursements incurred by Mortgagee Lender in connection therewith. Upon MortgageeLender's written request, at any time and from after the occurrence of or during the continuance of an Event of Default or at such other time to time while this Mortgage is in effect but not more frequently than once per calendar year, unless Mortgagee Lender has determined (in the exercise of its good faith judgmentjudgment but in no event more than one (1) time in any consecutive twelve (12) month period absent the occurrence and continuance of an Event of Default) that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Security Property, Mortgagor Borrower shall MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 53 provide at MortgagorBorrower's sole expense, (i) an inspection or audit of the Mortgaged Security Property prepared by a licensed hydrogeologist or licensed environmental engineer reasonably approved by Mortgagee Lender indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Security Property, and (ii) an inspection or audit of the Mortgaged Security Property prepared by a duly qualified engineering or consulting firm approved by Mortgageereasonably accepted to Lender, indicating the presence or absence of Asbestos on the Mortgaged Security Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor Borrower fails to provide such inspection or audit within thirty sixty (3060) days after such request Mortgagee may Lender may, upon not less than ten (10) days prior written notice to Borrower, order same, and Mortgagor Borrower hereby grants to Mortgagee Lender and its employees and agents access to the Mortgaged Security Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt and shall bear interest thereafter until paid at the Default Interest Rate. If no Event of Default has occurred and is continuing and Lender requests any such inspection or audit more than one (1) time in any consecutive twelve (12) month period, Lender shall have the right to obtain such additional audit or inspection at Lender's sole cost and expense. In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Mortgagor Borrower shall cause such operations and maintenance plan to be prepared and implemented at MortgagorBorrower's expense upon request of MortgageeLender. In the event that any investigation, site monitoring, containment cleanup, removal, restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "Remedial Work"), Mortgagor Borrower shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty ninety (3090) days after written demand by Mortgagee Lender for performance thereof (or any such shorter period of time as may be required under applicable law.) ). All Remedial Work shall be performed by contractors approved in advance by MortgageeLender, and under the supervision of a consulting engineer approved by MortgageeLender. All costs and expenses of such Remedial Work shall be paid by Mortgagor Borrower including, without limitation, MortgageeLender's reasonable attorneys' fees and disbursements incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor Borrower shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee Lender may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to the Debt and shall bear interest thereafter until paid at the Default Interest Rate.

Environmental Monitoring. Mortgagor Trustor shall give prompt written notices to Mortgagee Beneficiary of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance Materials of Environmental Concern (as defined in the Credit Agreement) or Asbestos on, under, from or about the Mortgaged Trust Property, (b) all claims made or threatened by any third party against Mortgagor Trustor or the Mortgaged Trust Property relating to any loss or injury resulting from any Hazardous Substance Materials of Environmental Concern or Asbestos, and (c) MortgagorTrustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Trust Property that could cause the Mortgaged Trust Property to be subject to any investigation or cleanup pursuant to any -132- 140 Environmental Law. Mortgagor Trustor shall permit Mortgagee Beneficiary to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Mortgaged Trust Property in connection with any Environmental Law or Hazardous SubstanceMaterials of Environmental Concern, and Mortgagor Trustor shall pay all reasonable attorneys' fees and disbursements incurred by Mortgagee Beneficiary in connection therewith. Upon Mortgagee's request, at At any time and from time to time while this Mortgage Deed of Trust is in effect but and only during the continuance of an Event of Default, Trustor shall provide (i) an inspection or audit of the Trust Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Beneficiary indicating the presence or absence of Materials of Environmental Concerns on, in or near the Trust Property, and (ii) an inspection or audit of the Trust Property prepared by a duly qualified engineering or consulting firm approved by Beneficiary, indicating the presence or absence of Asbestos on the Trust Property. The cost and expense of such audit or inspection shall be paid by Trustor not more frequently than once per every five (5) calendar yearyears after the occurrence of a Secondary Market Transaction unless Beneficiary, unless Mortgagee has determined (in the exercise of its good faith judgment) , determines that reasonable cause exists for the performance of an environmental inspection or audit of the Mortgaged Trust Property, Mortgagor then such inspections or audits described in the preceding sentence shall provide be at MortgagorTrustor's sole expense, (i) an . If Trustor fails to provide any inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Mortgagee indicating the presence or absence of Hazardous Substances on, in or near the Mortgaged Property, and (ii) an inspection or audit of the Mortgaged Property prepared by a duly qualified engineering or consulting firm approved by Mortgagee, indicating the presence or absence of Asbestos on the Mortgaged Property; provided, however, any such inspection or audit requested by Mortgagee, during the Term, in excess of one (1) inspection during each five (5) year period commencing upon the date hereof, shall be performed at Mortgagee's expense unless an Event of Default exists or Mortgagee has determined (in the exercise of its good faith and judgment) that reasonable cause exists for the performance of an environmental inspection or audit. If Mortgagor fails required pursuant to provide such inspection or audit this Paragraph 9 within thirty (30) days after such request Mortgagee request, Beneficiary may order same, and Mortgagor Trustor hereby grants to Mortgagee Beneficiary and its employees and agents access to the Mortgaged Trust Property and a license to undertake such inspection or audit. The cost of such inspection or audit may be added to the Debt Secured Obligations and shall bear interest thereafter until paid at the Default Rate. In the event that any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous SubstanceMaterials of Environmental Concern, Mortgagor Trustor shall cause such operations and maintenance plan to be prepared and implemented at MortgagorTrustor's expense upon request of MortgageeBeneficiary. In the event that any investigation, site monitoring, containment cleanup, removal, restoration, or other work of any kind is reasonably necessary or desirable under an applicable Environmental Law (the "Remedial Work"), Mortgagor Trustor shall commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Mortgagee Beneficiary for performance thereof (or any such shorter period of time as may be required under applicable law.) ). All Remedial Work shall be performed by contractors approved in advance by MortgageeBeneficiary, and under the supervision of a consulting engineer approved by MortgageeBeneficiary. All costs and expenses of such Remedial Work shall be paid by Mortgagor Trustor including, without limitation, MortgageeBeneficiary's reasonable attorneys' fees and disbursements incurred in connection with monitoring or review of such Remedial Work. In the event Mortgagor Trustor shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Mortgagee Beneficiary may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, may be added to the Debt Secured Obligations and shall bear interest thereafter until paid at the Default Rate.