TO THE DATE HEREOF OR (II) SUCH DETERMINATION, IF SUCH DETERMINATION IS
HEREAFTER MADE, AS APPLICABLE, BORROWER SHALL, AT ITS SOLE
99
COST AND EXPENSES, DEVELOP AND IMPLEMENT, AND THEREAFTER DILIGENTLY AND
CONTINUOUSLY CARRY OUT (OR CAUSE TO BE DEVELOPED AND IMPLEMENTED AND THEREAFTER
DILIGENTLY AND CONTINUALLY TO BE CARRIED OUT), AN OPERATIONS, ABATEMENT AND
MAINTENANCE PLAN FOR THE LEAD BASED PAINT ON THE PROJECT, WHICH PLAN SHALL BE
PREPARED BY AN EXPERT, AND BE IN FORM, SCOPE AND SUBSTANCE, REASONABLY
ACCEPTABLE TO LENDER (TOGETHER WITH ANY LEAD BASED PAINT REPORT, THE "O&M
PLAN"). (IF AN O&M PLAN HAS BEEN PREPARED PRIOR TO THE DATE HEREOF, BORROWER
AGREES TO DILIGENTLY AND CONTINUALLY CARRY OUT (OR CAUSE TO BE CARRIED OUT) THE
PROVISIONS THEREOF). COMPLIANCE WITH THE O&M PLAN SHALL REQUIRE OR BE DEEMED TO
REQUIRE, WITHOUT LIMITATION, THE PROPER PREPARATION AND MAINTENANCE OF ALL
RECORDS, PAPERS AND FORMS REQUIRED UNDER THE ENVIRONMENTAL STATUTES.
(H)
WITH RESPECT TO ANY PROJECT, THE ENVIRONMENTAL REPORT FOR WHICH
STATES THAT SUCH PROJECT CONTAINS ASBESTOS CONTAINING MATERIALS ("ACM'S"),
BORROWER COVENANTS AND AGREES TO INSTITUTE, WITHIN THIRTY (30) DAYS AFTER THE
DATE HEREOF, AN OPERATIONS AND MAINTENANCE PROGRAM (THE "MAINTENANCE PROGRAM")
DESIGNED BY AN ENVIRONMENTAL CONSULTANT, REASONABLY SATISFACTORY TO THE LENDER,
CONSISTENT WITH "GUIDELINES FOR CONTROLLING ASBESTOS-CONTAINING MATERIALS IN
BUILDINGS" (USEPA, 1985) AND OTHER RELEVANT GUIDELINES, AND SUCH MAINTENANCE
PROGRAM WILL HEREAFTER CONTINUOUSLY REMAIN IN EFFECT UNTIL THE INDEBTEDNESS
SECURED HEREBY IS REPAID IN FULL. IN FURTHERANCE OF THE FOREGOING, BORROWER
SHALL INSPECT AND MAINTAIN ALL ACM'S ON A REGULAR BASIS AND ENSURE THAT ALL
ACM'S SHALL BE MAINTAINED IN A CONDITION THAT PREVENTS EXPOSURE OF OCCUPANTS TO
ACM'S AT ALL TIMES. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE,
LENDER MAY REASONABLY REQUIRE (I) PERIODIC NOTICES OR REPORTS TO LENDER IN FORM,
SUBSTANCE AND AT SUCH INTERVALS AS LENDER MAY SPECIFY, (II) AN AMENDMENT TO SUCH
MAINTENANCE PROGRAM TO ADDRESS CHANGING CIRCUMSTANCES, LAWS OR OTHER MATTERS,
(III) AT BORROWER'S SOLE EXPENSE, SUPPLEMENTAL EXAMINATION OF THE PROJECT BY
CONSULTANTS SPECIFIED BY LENDER, AND (IV) VARIATION OF THE MAINTENANCE PROGRAM
IN RESPONSE TO THE REPORTS PROVIDED BY ANY SUCH CONSULTANTS.
ARTICLE XVII
COOPERATION; SECONDARY MARKET TRANSACTION
Section 17.01
Cooperation. Borrower shall, at the request of Lender, in
connection with one or more sales or assignments of the Note or participations
therein or securitizations of rated single or multi-class securities (the
"Securities") secured by or evidencing ownership interests in the Note and the
Mortgages (each such sale, assignment, participation and/or securitization, a
"Secondary Market Transaction"): (a) (i)
provide such financial and other
information with respect to the Projects, Borrower and its Affiliates, Manager
and, to the extent in Borrower's possession, any tenants of the Projects,
(ii) provide business plans and budgets relating to the Projects and
(iii) perform or permit or cause to be performed or permitted such site
inspection, appraisals, surveys, market studies, environmental reviews and
reports, engineering reports and other due diligence investigations of the
Projects, as may be reasonably requested from time to time