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<br />200600862
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<br />the Property delivered to Lender. "Hazardous Materials" shall mean petroleum and petroleum products and compounds
<br />containing them, including gasoline, diesel fuel and oil; explosives, flammable materials; radioactive materials;
<br />polychlorinated biphenyls ("PCBs") and compounds containing them; lead and lead-based paint; asbestos or asbestos-
<br />containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether
<br />empty or containing any substance; any substance the presence of which on the Property is prohibited by any federal,
<br />state or local authority; any substance that requires special handling; and any other material or substance now or in the
<br />future defined as a "hazardous substance," "hazardous material," "hazardous waste," "toxic substance," "toxic polIutant,"
<br />"contaminant," or "pollutant" within the meaning of any Environmental Law. "Release" of any Hazardous Materials
<br />includes but is not limited to any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting,
<br />pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Materials.
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<br />Section 12.2. ENYIRONMENTAL REPRESENTATIONS AND WARRANTIES. Borrower represents and
<br />warrants, that: (a) there are no Hazardous Materials or underground storage tanks in, on, or under the Property, except
<br />those that are both (i) in compliance with Environmental Laws and with permits issued pursuant thereto (if such permits
<br />are required), if any, and (ii) either (A) in amounts not in excess of that neccssary to operate the Propcrty or (B) fully
<br />disclosed to and approved by Lender in writing pursuant to an Environmental Report; (b) there are no past, present or
<br />threatened Releases (defined below) of Hazardous Materials in violation of any Environmental Law and which would
<br />require remediation by a governmental authority in, on, under or from the Property except as described in the
<br />Environmental Report; (c) there is no threat of any Release of Hazardous Materials migrating to the Property except as
<br />described in the Environmental Report; (d) there is no past or present non-compliance with Environmental Laws, or with
<br />permits issued pursuant thereto, in connection with the Property except as described in the Environmental Report; (e)
<br />Borrower does not know of, and has not received, any written or oral notice or other communication from any person or
<br />entity (including but not limited to a governmental entity) relating to Hazardous Materials in, on, under or from the
<br />Property; and (f) Borrower has truthfully and fully provided to Lender, in writing, any and all information relating to
<br />environmental conditions in, on, under or from the Property known to Borrower or contained in Borrower's files and
<br />records, including but not limited to any reports relating to Hazardous Materials in, on, under or migrating to or from the
<br />Property and/or to the environmental condition of the Property.
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<br />Section 12.3. ENVIRONMENTAL COVENANTS. Borrower covcnants and agrees that so long as Borrower
<br />owns, manages, is in possession of, or otherwise controls the operation of the Property: (a) alI uses and operations on or
<br />of the Property, whether by Borrower or any other person or entity, shall be in compliance with all Environmental Laws
<br />and permits issued pursuant thereto; (b) there shalI be no Releases of Hazardous Materials in, on, under or from the
<br />Property; (c) there shall be no Hazardous Materials in, on, or under the Property, except those that are both (i) in
<br />compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required, and (ii)
<br />(A) in amounts not in excess of that necessary to operate the Property or (B) fully disclosed to and approved by Lender in
<br />writing; (d) Borrower shall keep the Property free and clear of alI Environmental Liens; (e) Borrower shall, at its sole cost
<br />and expense, fully and expeditiously cooperate in all activities pursuant to Section 12.4 below, including but not limited
<br />to providing all relevant information and making knowledgeable persons available for interviews; (f) Borrower shall, at
<br />its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in
<br />connection with the Property, pursuant to any reasonable written request of Lender, upon Lender's reasonable belief that
<br />the Property is not in full compliance with all Environmental Laws, and share with Lender the reports and other results
<br />thereof, and Lender and other Indemnified Parties (defined in Section 13.1) shall be entitled to rely on such reports and
<br />other results thereof; (g) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of
<br />Lender to (i) reasonably effectuate remediation of any Hazardous Materials in, on, under or from the Property; and (ii)
<br />comply with any Environmental Law; (h) Borrower shall not allow any tenant or other user of the Property to violate any
<br />Environmental Law; and (i) Borrower shall immediately notify Lender in writing after it has become aware of (A) any
<br />presence or Release or threatened Releases of Hazardous Materials in, on, under, from or migrating towards the Property;
<br />(B) any non-compliance with any Environmental Laws related in any way to the Property; (C) any actual or potential
<br />Environmental Lien; (D) any required or proposed remediation of environmental conditions relating to the Property; and
<br />(E) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever
<br />(including but not limited to a governmental entity) relating in any way to Hazardous Materials. Any failure of Borrower
<br />to perform its obligations pursuant to this Section 12.3 shall constitute bad faith waste with respect to the Property.
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<br />Section 12.4. LENDER'S RIGHTS. Lender and any other person or entity designated by Lender, including but
<br />not limited to any representative of a governmental entity, and any environmental consultant, and any receiver appointed
<br />by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon the Property at all
<br />reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including but not
<br />limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lender's sole
<br />discretion) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other
<br />invasive testing. Borrower shall cooperate with and provide access to Lender and any such person or entity designated by
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