Common use of Operations and Maintenance Programs Clause in Contracts

Operations and Maintenance Programs. If recommended by the Environmental Report or any other environmental assessment or audit of the Property (including, without limitation, any assessment or audit performed after the date hereof), Indemnitor shall establish and comply with an operations and maintenance program with respect to the Property, in form and substance reasonably acceptable to Indemnitee, prepared by an environmental consultant reasonably acceptable to Indemnitee (each such program, as applicable, the “O&M Program”), which O&M Program shall address any asbestos-containing material or lead based paint that may now or in the future be detected at or on the Property. Borrower shall not permit any O&M Program to be amended, terminated, replaced or otherwise modified, in each case, without obtaining Lender’s prior written consent thereto, not to be unreasonably withheld. Without limiting the generality of the foregoing, Indemnitee may require in its reasonable discretion (a) periodic notices or reports to Indemnitee in form, substance and at such intervals as Indemnitee may specify, (b) an amendment to any O&M Program to address changing circumstances, laws or other matters, (c) access to the Property by Indemnitee, its agents or servicer, to review and assess the environmental condition of the Property and Indemnitor’s compliance with any O&M Program and (e) variation of any O&M Program in response to the reports provided by any such consultants. Indemnitor’s failure to comply with the foregoing provisions of this Section within thirty (30) days of notice from Indemnitee shall, at Indemnitee’s option, constitute an Event of Default. Without limitation of the foregoing, Borrower hereby acknowledges and agrees that (i) as of the date hereof, Borrower has established the Operations and Maintenance Plan for Asbestos-Containing Materials dated as of January 27, 2015 (the “Closing Date O&M Program”) and (ii) the Closing Date O&M Program shall constitute an “O&M Program” for purposes hereof. Borrower shall continue to implement the Closing Date O&M Program for the Property, and shall diligently comply with the requirements of the Closing Date O&M Program during the term of the Loan. The Closing Date O&M Program shall be in compliance in all material respects with all applicable Legal Requirements and shall be subject to the reasonable approval of Indemnitee. Indemnitee’s requirement that Borrower comply with the Closing Date O&M Program shall not be deemed to constitute a waiver or a modification of any of Borrower’s representations, covenants or agreements with respect to environmental matters set forth herein, in the Loan Agreement or in any other Loan Document.

Operations and Maintenance Programs. If recommended by the Environmental Report or any other environmental assessment or audit of the any Individual Property (including, without limitation, any assessment or audit performed after the date hereof), Indemnitor shall establish and comply with an operations and maintenance program with respect to the such Individual Property, in form and substance reasonably acceptable to Indemnitee, prepared by an environmental consultant reasonably acceptable to Indemnitee (each such program, as applicable, the “O&M Program”), which O&M Program shall address any asbestos-containing material or lead based paint that may now or in the future be detected at or on the such Individual Property. Borrower shall not permit any O&M Program to be amendedamended in any material manner, terminated, replaced terminated or otherwise modifiedreplaced, in each case, without obtaining Lender’s prior written consent thereto, thereto not to be unreasonably withheld. Without limiting the generality of the foregoing, Indemnitee may require in its reasonable discretion (a) periodic notices or reports to Indemnitee in form, substance and at such intervals as Indemnitee may reasonably specify, (b) an amendment to any O&M Program to address changing circumstances, laws or other mattersan adverse change in the condition of any existing asbestos-containing materials or lead based paint at such Individual Property, (c) at Indemnitor’s sole expense, supplemental examination of the Properties by consultants reasonably specified by Indemnitee if there is evidence of additional asbestos-containing materials or lead based paint at such Individual Property or an adverse change in the condition of any existing asbestos-containing materials or lead based paint at such Individual Property, and (d) reasonable access to the Property Properties by Indemnitee, its agents or servicer, to review and assess the environmental condition of the any Individual Property with regard to asbestos-containing materials or lead based paint and Indemnitor’s compliance with any O&M Program and (e) variation of any O&M Program in response Program, subject to the reports provided by any such consultantsrights of tenants therein. Indemnitor’s failure to comply with the foregoing provisions of this Section within thirty sixty (3060) days of written notice from Indemnitee shall, at Indemnitee’s option, constitute an Event of Default. Without limitation of the foregoing, Borrower hereby acknowledges and agrees that (i) as of the date hereof, Borrower has established operation and maintenance programs for the Operations and Maintenance Plan for Asbestos-Containing Materials dated as of January 27, 2015 Properties listed on Exhibit A attached hereto (the “Closing Date O&M ProgramPrograms”) and (ii) the Closing Date O&M Program Programs shall constitute an “O&M Program” for purposes hereof. Borrower shall continue to implement the Closing Date O&M Program for the Property, and shall diligently comply with the requirements of the Closing Date O&M Program during the term of the Loan. The Closing Date O&M Program shall be in compliance in all material respects with all applicable Legal Requirements and shall be subject to the reasonable approval of Indemnitee. Indemnitee’s requirement that Borrower comply with the Closing Date O&M Program shall not be deemed to constitute a waiver or a modification of any of Borrower’s representations, covenants or agreements with respect to environmental matters set forth herein, in the Loan Agreement or in any other Loan Document.