Common use of Environmental Remediation Clause in Contracts

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged Property or any portion thereof (collectively, the "REMEDIAL WORK"), Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within such period of time as required under any applicable Environmental Law; PROVIDED, HOWEVER, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to Agent, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property nor any part thereof or interest therein shall be sold, forfeited or lost if Borrower does not perform the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 to any risk of criminal liability, and neither the Mortgaged 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 CLAUSE (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by the Agent. (ii) If requested by the Agent, all Remedial Work under CLAUSE (I) above shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent which approval shall not be unreasonably withheld or delayed. Borrower shall pay all costs and expenses reasonably incurred in connection with such Remedial Work. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent on demand for all expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower shall not commence any Remedial Work under CLAUSE (I) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice to the Agent as provided in SECTION 5.1(F). Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, about or emanating from the Mortgaged Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or ------------- future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectivelyy) violation of or compliance with applicable Environmental Laws, the "REMEDIAL WORK"), Borrower Operator shall promptly commence and diligently prosecute to completion all such Remedial Work. Subject to the provisions of Exhibit C- --------- 2, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time - period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVER-------- however, that Borrower Operator shall not be required to commence such Remedial Work ------- ---- within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower Operator or such Remedial Work violating any Environmental Law or (z) if BorrowerOperator, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform Operator performs the Remedial Work being contested, and Borrower Operator would have the opportunity to do so, in the event of BorrowerOperator's failure to prevail in the contest, (3) the Lenders Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower Operator has not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal ---------- liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower Operator has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the ---------- failure to perform such Remedial Work and (4) Borrower Operator shall have furnished to the Agent Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from BorrowerOperator's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than 125% of the Agentcost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed ---------- by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Operator; provided, however, Operator shall be entitled to disbursement of funds from the Capital Reserve Sub-Account to pay for the Remedial Work described on Exhibit C-2 and provided, further, ----------- that the terms of Section 2.12(f)(iii) have been satisfied to Lender's ------- ------------ discretion. If Borrower Operator does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower Operator of its intention to do so, cause such Remedial Work to be performed. Borrower Operator shall pay or reimburse the Agent on Lender within ten (10) calendar days following written demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower Unless otherwise required by law, Environmental Laws or any Governmental Authority, Operator shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent ---------- decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower Operator may complete all necessary Remedial Work. In such events, Borrower Operator shall notify Agent Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and 57 62 after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Borrower's Facility nor any part thereof or interest therein shall win be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 an amount equal to 125 percent of the cost of such amount as Remedial Work and any loss or damage that may be reasonably requested by the Agentresult from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Mortgage) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Borrower's Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent as soon as practicable and, in any event, within three Business Days, of any action taken.nature

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged applicable REO Property or any portion thereof (collectively, the "REMEDIAL WORKRemedial Work"), Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within such period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to Agent, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged such REO Property nor any part thereof or interest therein shall be sold, forfeited or lost if Borrower does not perform the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders would not, by virtue of such permitted contest, be unreasonably exposed to any risk of any civil liability for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal liability, and neither the Mortgaged such REO 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 CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent additional reasonable 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 reasonably requested by the Agent. (ii) If requested by the Agent, all Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent which approval shall not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by the Borrowers. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent on demand for all expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice to the Agent as provided in SECTION 5.1(FSection 5.1(I). Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, under or about or emanating from the Mortgaged any REO Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent as soon as practicable and, in any event, within three ten (10) Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged Property or any portion thereof (collectively, the "REMEDIAL WORKRemedial Work"), Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within such period of time as required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to Agent, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property nor any part thereof or interest therein shall be sold, forfeited or lost if Borrower does not perform the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged 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 CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by the Agent. (ii) If requested by the Agent, all Remedial Work under CLAUSE (I) above shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent which approval shall not be unreasonably withheld or delayed. Borrower shall pay all costs and expenses reasonably incurred in connection with such Remedial Work. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent on demand for all expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower shall not commence any Remedial Work under CLAUSE (I) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice to the Agent as provided in SECTION 5.1(F). Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, about or emanating from the Mortgaged Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration abatement, restoration, remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property a Facility or any portion thereof thereof, or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Borrower's Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property such Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by Lender, but in no event less than 125% of the Agentcost of such Remedial Work and any loss or damage that may result from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Related Mortgage) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the LendersLender) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Borrower's Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent Lender as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration abatement, restoration, remedial work or other remedial work response action of any kind or nature is required pursuant to an order order, directive, decree or directive settlement agreement of or with any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct Work or cause such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Lawsto be prosecuted to completion. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law Law, or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Borrower's Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and if Borrower fails to prevail in contest, Borrower would thereafter have the opportunity to do so, in the event of Borrower's failure to prevail in the contestperform such Remedial Work, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by Lender but in no event 85 80 less than one hundred twenty-five percent (125%) of the Agentcost of such Remedial Work and any loss or damage that may result from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all advances and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Borrower's Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order order, directive, decree or directive settlement agreement of or with any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property any Facility or any portion thereof or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law Law, or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property no Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and if Borrower fails to prevail in contest, Borrower would thereafter have the opportunity to do so, in the event of Borrower's failure to prevail in the contestperform such Remedial Work, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property no Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by Lender but in no event less than one hundred twenty-five percent (125%) of the Agentcost of such Remedial Work and any loss or damage that may result from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Mortgage) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property any Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order order, directive, decree or directive settlement agreement of or with any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property any Facility or any portion thereof or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law Law, or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property no Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and if Borrower fails to prevail in contest, Borrower would thereafter have the opportunity to do so, in the event of Borrower's failure to prevail in the contestperform such Remedial Work, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property no Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by Lender but in no event less than one hundred twenty-five percent (125%) of the Agentcost of such Remedial Work and any loss or damage that may result from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent on demand for all expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower shall not commence any Remedial Work under CLAUSE (I) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice to the Agent as provided in SECTION 5.1(F). Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, about or emanating from the Mortgaged Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent as soon as practicable and, in any event, within three Business Days, of any action taken.100

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property no Facility nor any part thereof or interest therein shall would be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property no Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 an amount equal to 125% of the cost of such amount as Remedial Work and any loss or damage that may be reasonably requested by the Agentresult from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Deed of Trust) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Borrower's Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent Lender as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or -------------- future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectivelyy) violation of or compliance with applicable Environmental Laws, the "REMEDIAL WORK"), Borrower Operator shall promptly commence and diligently prosecute to completion all such Remedial Work. Subject to the provisions of Exhibit C- --------- 2 of the First Mortgage Loan Agreement, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work - shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower Operator shall not be -------- ------- ---- required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower Operator or such Remedial Work violating any Environmental Law or (z) if BorrowerOperator, at its expense and after prior notice to AgentMezzanine Lender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform Operator performs the Remedial Work being contested, and Borrower Operator would have the opportunity to do so, in the event of BorrowerOperator's failure to prevail in the contest, (3) the Lenders Mezzanine Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower Operator has not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal ---------- liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower Operator has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the ---------- failure to perform such Remedial Work and (4) Borrower Operator shall have furnished to the Agent Mezzanine Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from BorrowerOperator's failure to prevail in such contest in such amount as may be reasonably requested by Mezzanine Lender but in no event less than 125% of the Agentcost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed ---------- by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Mezzanine Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Operator; provided, however, Operator shall be entitled to disbursement of funds from the Capital Reserve Sub-Account to pay for the Remedial Work described on Exhibit C-2 of the First Mortgage Loan Agreement and provided, further, ----------- that the terms of Section 2.12(f)(iii) have been satisfied to Mezzanine ------- ------------ Lender's discretion. If Borrower Operator does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Mezzanine Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower Operator of its intention to do so, cause such Remedial Work to be performed. Borrower Operator shall pay or reimburse the Agent on Mezzanine Lender within ten (10) calendar days following written demand for all Advances (as defined in the Mezzanine Mortgages) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Mezzanine Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower Unless otherwise required by law, Environmental Laws or any Governmental Authority, Operator shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent ---------- decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower Operator may complete all necessary Remedial Work. In such events, Borrower Operator shall notify Agent Mezzanine Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged an Individual Property or any portion thereof (collectively, the "REMEDIAL WORK")thereof, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within 30 days after any demand therefor by Lender or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Individual Property nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower has 72 not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Individual 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 CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by the AgentLender. (ii) If requested by the AgentLender, all Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the LendersLender) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith, together with interest thereon at the Default Rate from the date of demand by Lender. (iii) Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, under or about or emanating from the Mortgaged any Individual Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent Lender as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectively, the "REMEDIAL WORK")y) violation of or compliance with applicable Environmental Laws, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Borrower's Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform performs the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent 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 reasonably requested by Lender but in no event less than 125% of the Agentcost of such Remedial Work and any loss or damage that may result from Borrower's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Mortgage) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Unless otherwise required by law, Environmental Laws or any Governmental Authority, Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Borrower's Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent Lender as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required of a Borrower pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged Property or any portion thereof (collectively, the "REMEDIAL WORKRemedial Work"), Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within forty-five (45) days after any demand therefor by Agent or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to Agent, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) the Lenders 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 clause (4) below, or to any risk of criminal liability, and neither the Mortgaged 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 CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent Lenders 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 reasonably requested by the Agent. (ii) If requested by the Agent, all Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent may (but shall not be obligated to), upon 30 days thirty (30) days' prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the Agent on demand for all expenses (including reasonable attorneys' fees and disbursements), but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, under or about or emanating from the Mortgaged Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. In such events, Borrower shall notify Agent as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged an REO Property or Additional Mortgageable Collateral or any portion thereof (collectivelyin the case of Additional Mortgageable Collateral only, in violation of applicable Environmental Law), the "REMEDIAL WORK"), Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within 90 days after any demand therefor by the Lender or such shorter period of time as may be required under any applicable Environmental Law; PROVIDED, HOWEVERprovided,however, that the Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in the Borrower or such Remedial Work violating any Environmental Law or (z) if the Borrower, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) the Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged REO Property or Additional Mortgageable Collateral, as applicable, nor any part thereof or interest therein shall will be sold, forfeited or lost if the Borrower does not perform performs the Remedial Work being contested, and the Borrower would have the opportunity to do so, in the event of the Borrower's failure to prevail in the contest, (3) the Lenders Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which the Borrower has not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal liability, and neither the Mortgaged REO Property or Additional Mortgageable Collateral, as applicable, nor any interest therein would be subject to the imposition of any lien for which the Borrower has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) the Borrower shall have furnished to the Agent Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from the Borrower's failure to prevail in such contest in such amount as may be reasonably requested by the AgentLender. (ii) If requested by the AgentLender, all Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by the Borrower. If the Borrower does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. The Borrower shall pay or reimburse the Agent Lender on demand for all expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the LendersLender) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) The Borrower shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws which is reasonably likely to have a Material Adverse Effect without providing notice to the Agent Lender as provided in SECTION Section 5.1(F). Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, under or about any REO Property or emanating from the Mortgaged Property Additional Mortgageable Collateral poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, the Borrower may complete all necessary Remedial Work. In such events, the Borrower shall notify Agent Lender as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Mortgaged Property a Facility or any portion thereof (collectivelythereof, the "REMEDIAL WORK"), Borrower Borrowers shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within 30 days after any demand therefor by the Lender or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower the Borrowers shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in any Borrower or such Remedial Work violating any Environmental Law or (z) if Borrowerthe Borrowers, at its their expense and after prior notice to Agentthe Lender, is are contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is the Borrowers are permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not the Borrowers perform the Remedial Work being contested, and Borrower the Borrowers would have the opportunity to do so, in the event of Borrower's the Borrowers' failure to prevail in the contest, (3) the Lenders Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower has the Borrowers have not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien for which Borrower has the Borrowers have not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower the Borrowers shall have furnished to the Agent Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Borrower's the Borrowers' failure to prevail in such contest in such amount as may be reasonably requested by the AgentLender. (ii) If requested by the AgentLender, all Remedial Work under CLAUSE clause (Ii) above in an aggregate amount greater than or equal to $500,000 shall be performed by contractors, and under the supervision of a consulting Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by the Borrowers. If Borrower does the Borrowers do not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrower the Borrowers of its intention to do so, cause such Remedial Work to be performed. Borrower The Borrowers shall pay or reimburse the Agent Lender on demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the LendersLender) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower The Borrowers shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence of Hazardous Substances on, under, under or about or emanating from the Mortgaged any Individual Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower the Borrowers may complete all necessary Remedial Work. In such events, Borrower the Borrowers shall notify Agent the Lender as soon as practicable and, in any event, within three Business Days, of any action taken.

Environmental Remediation. (i) If any investigation, site monitoring, cleanup, removal, abatement, restoration remedial work or other remedial work response action of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental LawLaw (collectively, the "Remedial Work"), because of or in connection with the current (x) past, present or future presence, suspected presence, Release or suspected threatened Release of a Hazardous Substance at, on, in, under or from the Mortgaged Property Facility or any portion thereof or (collectivelyy) violation of or compliance with applicable Environmental Laws, the "REMEDIAL WORK"), Borrower Operator shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with the National Contingency Plan promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.ss.9601 et seq., if applicable, and in accordance with other applicable Environmental Laws. In all events, such Remedial Work shall be commenced within the time period ordered or directed by such Governmental Authority or such shorter period of time as may be required under any applicable Environmental Law; PROVIDEDprovided, HOWEVERhowever, that Borrower Operator shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower Operator or such Remedial Work violating any Environmental Law or (z) if BorrowerOperator, at its expense and after prior notice to AgentLender, is contesting by appropriate legal, administrative or other proceedings proceedings, conducted in good faith and with due diligence diligence, the need to perform Remedial Work, as long as (1) Borrower Operator is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Mortgaged Property Facility nor any part thereof or interest therein shall will be sold, forfeited or lost if Borrower does not perform Operator performs the Remedial Work being contested, and Borrower Operator would have the opportunity to do so, in the event of BorrowerOperator's failure to prevail in the contest, (3) the Lenders Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower Operator has not furnished additional security as provided in CLAUSE clause (4) below, or to any risk of criminal liability, and neither the Mortgaged Property Facility nor any interest therein would be subject to the imposition of any lien Lien for which Borrower Operator has not furnished additional security as provided in CLAUSE clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower Operator shall have furnished to the Agent Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from BorrowerOperator's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than 125% of the Agentcost of such Remedial Work and any loss or damage that may result from Operator's failure to prevail in such contest. (ii) If requested by the Agent, all All Remedial Work under CLAUSE clause (Ii) above shall be performed by contractors, and under the supervision of a consulting environmental Engineer, each approved in advance by the Agent Lender which approval shall will not be unreasonably withheld or delayed. Borrower shall pay all All costs and expenses reasonably incurred in connection with such Remedial WorkWork shall be paid by Operator. If Borrower Operator does not timely commence and diligently prosecute to completion the Remedial Work, the Agent Lender may (but shall not be obligated to), upon 30 sixty (60) days prior written notice to Borrower Operator of its intention to do so, cause such Remedial Work to be performed. Borrower Operator shall pay or reimburse the Agent on Lender within ten (10) calendar days following written demand for all Advances (as defined in the Mortgages) and expenses (including reasonable attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of the Lenders) reasonably relating to or incurred by the Agent Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith. (iii) Borrower Unless otherwise required by law, Environmental Laws or any Governmental Authority, Operator shall not commence any Remedial Work under CLAUSE clause (Ii) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice which is reasonably likely to the Agent as provided in SECTION 5.1(F)have a Material Adverse Effect. Notwithstanding the foregoing, if the presence or threatened presence or Release of Hazardous Substances at, on, in, under, from or about or emanating from the Mortgaged Property Facility poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Lawnecessary, Borrower Operator may complete all necessary Remedial Work. In such events, Borrower Operator shall notify Agent Lender as soon as practicable and, in any event, within three (3) Business Days, of any action taken.