Common use of Hazardous Substances Clause in Contracts

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.

Hazardous Substances. To Seller's actual knowledgeThe term "Hazardous Materials" as used in this Lease shall mean and refer to any pollutant, without -------------------- independent investigation contaminant, toxic or imputation hazardous waste (including, but no limited to, asbestos, Polychlorinated Biphenyls, and petroleum products) or any other substance, the removal or remediation of knowledge which is required, or the generation, use, or handling of which is restricted, prohibited, regulated, or penalized by any "Environmental Laws", which term shall mean any federal, state, or local law, rule, regulation or ordinance relating to pollution or protection of the environment or hereafter enacted, including, but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act and the Superfund Amendments and Reauthorization Act of 1986. Tenant hereby agrees that (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, Premises will at all times be operated in full compliance with all Environmental Laws; (ii) no underground storage tanks are located activity will be conducted on the Property Premises that will generate any Hazardous Materials, except for activities that are part of the ordinary course of Tenant's business activities and which are specifically described in this Lease (the "Permitted Activities"), provided said activities have been approved in advance in writing by Landlord and are conducted in accordance with all Environmental Laws, and provided further that Tenant has fully disclosed to Landlord in writing the existence, extent and nature of any such Hazardous Materials which Tenant is legally authorized and empowered to maintain on, in or were located on under the Property Premises or to use in connection therewith, and subsequently removed or filledprovided further that Tenant has obtained and will maintain all licenses, permits and approvals required with respect thereto and is in full compliance with all the terms, conditions and requirements of such licenses, permits and approvals; (iii) Seller has received no written notice the Premises will not be used in any manner for the storage of any proposedHazardous Materials except for the temporary storage of such materials in accordance with applicable law that are used in the ordinary course of Tenant's business and which are described by quantities in Exhibit “F” attached hereto undertaken by Xxxxxx and at Xxxxxx's sole cost and expense pursuant to all Environmental Laws. In addition, threatened violation of any of the foregoing conditions shall be and constitute an Event of Default under this Lease entitling Landlord to terminate this Lease. Any such termination shall not, however, relieve Tenant of its obligations to comply with the terms of this Section regarding the removal of Hazardous Materials or existing investigationof the indemnification provided herein. In addition, administrative order, consent order and agreement, litigationif Xxxxxx fails to comply with any of the covenants of this Section, or settlement fails to comply with respect any Environmental Laws, Landlord, at Tenant's sole cost and expense, may immediately commence remedial action to restore the Premises to an environmentally sound condition. Xxxxxx agrees to immediately notify Landlord of (x) any significant release of Hazardous Materials, or other chemicals or substances and (viy) the Property has not previously been used as receipt of any pertinent notices or communications from any governmental authority. Xxxxxx further agrees to provide Landlord with a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy letter of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser certification from time to time prior upon the request of Landlord and on each anniversary of this Lease, certifying that Tenant has complied with all applicable Environmental Laws and requirements and the requirements of all applicable agencies and that no contamination has occurred or exists within the Premises or on the Center Property as a result of Tenant's activities. Without in anyway limiting the obligations of the Tenant, Landlord reserves the right to Closing upon their occurrenceenter and inspect the Premises and conduct any testing, sampling borings, and analyses which Landlord, in its sole and absolute discretion, may deem necessary. If there is Tenant further covenants and agrees that it shall not cause or allow any material and adverse change lien to be recorded against the Premises as a consequence of, or in any representations way related to, the presence, remediation or warranties disposal of any Hazardous Materials in or relating to the Premises or the Center Property, or related in any way to the activities of Tenant, including any mechanic's materialmen's, suppliers, laborers liens or any state, federal, or local environmental liens relating to such matters. Tenant hereby agrees to indemnify and Seller elects not cure hold harmless Landlord from and against any and all losses, costs, damages, claims, penalties, fines, suits, liabilities, and expenses, including cleanup costs, attorneys' fees, consultants' or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, experts' fees and any expense of every kind and nature incurred or suffered by or asserted against Landlord directly or indirectly as a result of or on account of (i) close the location on the Premises or the Center Property of any Hazardous Material, the storage of which or the exposure to which is prohibited, limited or regulated by any Environmental Law or any federal, state, county, regional or local governmental unit, agency or authority for which storage or exposure, even if not so prohibited, limited or regulated, may pose a hazard to the health and consummate safety of the transaction contemplated by this Agreementoccupants of the Center Property or to that of the owners or occupants of real property adjacent hereto which is due to the negligent acts or omissions of the tenant its officers, employees, agents, contractors or invitees; or (ii) terminate the failure by Tenant to comply with any applicable Environmental Laws; or (iii) any warranty or representation made by Tenant in this Agreement Section being false or untrue in any material respect. Tenant's obligation hereunder shall not be limited to any extent by written notice the Lease Term, and, as to Sellerany act or occurrence prior to the expiration of the Lease Term, whereupon whether terminated by Landlord or other expiration pursuant to the Xxxxxxx Money shall be immediately returned by Escrow Agent terms hereof and, as to Purchaser, and thereafter any act or occurrence prior to the parties hereto shall have no further rights or obligations expiration of the Lease Term which gives rise to liability hereunder, except only for such rights shall continue, survive or obligations that, by remain in full force and effect notwithstanding the express expiration of the terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been a. Grantor covenants that it has not discharged, disburseddumped, releasedinstalled, stored, used, treated, generatedtransported, disposed or maintained, and shall neither discharge, dump, install, store, use, treat, transport, dispose or maintain, nor allow, suffer or permit others to discard, dump, install, store, use, treat, transport, dispose or maintain toxic, hazardous, or radioactive substances, materials or wastes, including, without limitation, all of the following: (a) asbestos in any form; (b) urea formaldehyde foam insulation; (c) transformers or other equipment which contain dielectric fluid containing any level of polychlorinated biphenyls; or (d) any other chemical, material or substance which is prohibited, limited, or regulated by any federal, state, county, regional, local, or other governmental authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Premises or the owners of property adjacent to the Premises (all of which are referred to collectively herein as “Hazardous Substances”), in or on the mortgaged Premises; Grantor further covenants that the Premises do not contain, and Grantor shall not permit the Premises to contain, any Hazardous Substances (except as permitted by applicable law), and that the Premises are not now being used and never have been used for any activities directly or indirectly involving the use, generation, treatment, storage, transportation or disposal of any Hazardous Substances (except as permitted by applicable law), and that neither the Premises nor the Grantor is the subject of any existing, pending or threatened investigation or inquiry by, or of any remedial order or obligation issued by or at the behest of, any governmental authority under any law, rule or allowed regulation pertaining to escape on health or the Property, environment. Grantor shall at all times keep the Premises free from any Hazardous Substances (ii) no underground storage tanks are located on the Property except as permitted by applicable law). If Grantor fails to take with diligence any action required by Grantee or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of by any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement governmental entity with respect to the clean-up of any Hazardous MaterialsSubstances, materials or wastes on the Premises, Grantee, at its option, may enter upon the Premises, retain such experts and consultants at the expense of Grantor and take such action as Grantee deems advisable, and (vi) the Property has not previously been used Grantee may advance such sums of money as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information it deems necessary with respect to the contrary contained in clean-up of any such substances, materials or wastes on the Phase I Environmental Site Assessment prepared Premises; Grantor shall pay to Grantee immediately and upon demand, all sums of money advanced or expended by Xxxxxxxx & AssociatesGrantee pursuant to this paragraph, Inc., issued April 17, 1997, a copy together with interest on each such advancement at the highest rate of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as interest per annum (including any default interest rate) required by any of the date of Loan Documents secured hereby, and all such sums, and the Closing in all material respectsinterest thereon, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent secured hereby, as sums spent to Purchaser, preserve and thereafter protect the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedSecurity.

Hazardous Substances. To Seller's actual knowledgeChevron ES will promptly provide written notice to Customer if Chevron ES observes any Hazardous Substance, without -------------------- independent investigation as defined herein, at or imputation around the Facilities during the course of knowledge construction or installation of any equipment which have not been addressed as part of the Scope of Work. Chevron ES shall have no obligation to investigate the Facilities for the presence of Hazardous Substances prior to commencement of any work unless otherwise specified in the Scope of Work. Customer shall be solely responsible for investigating Hazardous Substances and determining the appropriate removal and remediation measures with respect to the Hazardous Substances. Customer shall be responsible for complying with all Applicable Laws with respect to the identification, removal and proper disposal of any Hazardous Substances known or discovered at or around the Facilities, and in such connection shall execute all generator manifests with respect thereto. Chevron ES shall comply with all Applicable Laws in connection with the use, handling, and disposal of any Hazardous Substances in the performance if its Work. In connection with the foregoing, Customer shall provide Chevron ES, within ten (10) business days of the execution of this Contract, a written statement that represents and warrants (i) no whether or not, to its knowledge, there are Hazardous Materials have been dischargedSubstances either on or within the walls, disbursed, released, stored, treated, generated, disposed ofceiling or other structural components, or allowed to escape on otherwise located in the PropertyWork area, including, but not limited to, asbestos-containing materials; (ii) whether or not, to its knowledge, no underground storage tanks conditions or situations exist at the Facilities which are located on the Property subject to special precautions or were located on the Property equipment required by federal, state, or local health or safety regulations; and subsequently removed or filled, (iii) Seller has received whether or not, to its knowledge, there are no written notice of any proposedunsafe working conditions at the Facilities. Customer shall indemnify, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materialsdefend, and hold Chevron ES harmless from and against any and all claims and costs of whatever nature, including but not limited to, consultants' and attorneys' fees, damages for bodily injury and property damage, fines, penalties, cleanup costs, costs associated with delay or work stoppage, and third party claims (vi) the Property has not previously been used as a landfillhereinafter "Liability"), cemetery, that in any way result from or as a dump for garbage arise under from such Customer owned or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent generated hazardous materials and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respectssubstances, except for any changes in any such representations or warranties that occur prior liabilities due to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementChevron ES', or (ii) terminate this Agreement by written notice to Sellerits subcontractors, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaseragents representatives, and thereafter the parties hereto employees', negligent or willful misconduct in handling, disturbance, or release of Hazardous Materials or Substances. This indemnification shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedContract.

Hazardous Substances. To Seller's actual knowledge(a) Tenant shall not introduce to the Facilities any Hazardous Substances other than those Hazardous Substances which are required for the operation of the Facilities (which Hazardous Substances shall be handled, without -------------------- independent investigation used and disposed of in material compliance with Environmental Laws) and Tenant shall pay all costs required to properly use, handle and dispose of all Hazardous Substances introduced by Tenant or imputation its Agents (as defined below) or otherwise first arising on the Property after the Commencement Date as and when due (except to the extent such Hazardous Substances were introduced by Landlord or such costs were caused by the gross negligence or willful misconduct of knowledge (i) no Hazardous Materials have been dischargedLandlord). For the purposes of this Article, disbursedthe term “Property” shall also include, releasedin addition to the items specified in Section 2.1, storedall air, treatedsoil, generatedgroundwater, disposed ofsurface water or soils vapor at, on, under or within any portion of the Land. All operations or activities upon, or allowed to escape on any use or occupancy of the Property, or any portion thereof, by Tenant, or any agent, contractor or employee, or subtenant of Tenant (iiany of the foregoing being defined herein as Tenant’s “Agent”) no underground storage tanks are located on shall at all times during the Term be in all material respects in material compliance with any and all Legal Requirements relating to Hazardous Substances. Landlord shall have the right at any time to conduct, at its cost, an environmental audit of the Property or were located any portion thereof and Tenant shall cooperate in the conduct of such environmental audit, provided that any such audit shall not disturb or interfere with the residents at, or the operation of, any Facilities. Tenant shall promptly after obtaining knowledge thereof notify Landlord in writing of any order, receipt of any notice of violation or noncompliance with any applicable Environmental Law or order, any threatened or pending action by any regulatory agency or other governmental authority, or any claims made by any third party, in each case relating to Hazardous Substances on, emanations of Hazardous Substances on or from, releases of Hazardous Substances on or from, or threats of releases on or from any of the Property Property; and subsequently removed shall promptly furnish Landlord, following written request by Landlord, with copies of any correspondence, notices, or filled, (iii) Seller has received no legal pleadings in connection therewith. Following written notice to Tenant and reasonable opportunity for Tenant to respond to such circumstances, Landlord shall have the right, but shall not be obligated, to notify any governmental authority of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement state of facts which may come to its attention with respect to Hazardous MaterialsSubstances on, and (vi) released from or emanating from any part of the Property has not previously been used as a landfill, cemetery, which Landlord reasonably believes may cause harm to any persons or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedproperty.

Hazardous Substances. To Seller's actual 4.10.1 Except as set forth in Exhibit G-5: After giving effect to the environmental indemnity provided by Dow under Section 17.2.2 of the FEC Ground Lease and Dow’s curative actions performed under Section 17.3.2 of the FEC Ground Lease, (a) no Project Company has received, in the past five years, any written notice from any Governmental Authority that, with respect to the Sites, Improvements, other FEC Mortgaged Property or other MEC Mortgaged Property, it is or has in the past been in violation of any Hazardous Substance Law which violation could reasonably be expected to result in a material liability to any Borrower Party or its properties and assets under any Hazardous Substance Law, (b) no Project Company or, to Borrower’s knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been dischargedany other Person has used, disbursed, released, stored, treatedReleased, generated, disposed ofmanufactured, produced or stored in, on, under, or allowed to escape on about the Sites, Improvements, other FEC Mortgaged Property or other MEC Mortgaged Property, or transported thereto or therefrom, any Hazardous Substances that could reasonably be expected to subject any Secured Party or any Borrower Party to material liability under any Hazardous Substance Law, (iic) to Borrower’s knowledge, there are no underground storage tanks are tanks, whether operative or temporarily or permanently closed, located on the Sites, Improvements, other FEC Mortgaged Property or were located on the other MEC Mortgaged Property and subsequently removed that could reasonably be expected to subject any Secured Party or filledBorrower to material liability under any Hazardous Substances Laws, (iiid) Seller has received no written notice Project Company is conducting or funding any investigation, remediation, remedial action or cleanup of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous MaterialsSubstance, and (vie) the Property has not previously been used as a landfillthere is no condition, cemeterycircumstance, action, activity or event that could reasonably be expected to be, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997result in, a copy material violation by any Borrower Party of any Hazardous Substance Law, which has been furnished violation could reasonably be expected to Purchaser. At Closing, Seller shall represent and warrant result in material liability to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in Borrower Party under any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedHazardous Substance Law.

Hazardous Substances. To SellerTenant acknowledges that the only Hazardous Substances it will use on the Premises are set forth on Exhibit H attached hereto and Tenant's actual knowledgeuse of such Hazardous Substances shall be in accordance with all applicable laws. In the event the Tenant begins to use Hazardous Substances at the Premises other than those listed on Exhibit H, without -------------------- independent investigation the Tenant will immediately notify the Landlord of the same and provide such detail regarding the same the Landlord may reasonably require. Prior to the termination of the Lease, all Hazardous Substances used by the Tenant shall be removed and remediated from the Premises at the Tenant's sole cost and expense in accordance with all applicable laws. In no event shall the Tenant use Hazardous Substances at the Premises violations of laws or imputation to an extent that will cause applicable insurance coverage to be ineffective. Tenant shall indemnify and hold harmless Landlord from any claim, demand, liability, damage, loss or expense that Landlord might suffer from the breach of knowledge (i) no Hazardous Materials have been dischargedthis Section 9.20 by Tenant, disbursedits employees, releasedofficers, storedcontractors, treatedsubcontractors, generatedagents, disposed ofinvitees, subtenants or assignees, or allowed to escape on as the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice result of any proposedHazardous Substance used or introduced by Tenant, threatened its employees, officers, contractors, subcontractors, agents, invitees, subtenants or existing investigationassignees, administrative orderat or to the Premises. "Hazardous Substances" means and includes any of the substances, consent materials, elements or compounds that are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency (the "EPA") and the list of toxic pollutants designated by the United States Congress or the EPA and substances, materials, elements or compounds affected by any other federal, state or local statute, law ordinance, code, rule regulation, order and agreementor decree now or at any time hereafter in effect regulating, litigationrelating to or imposing liability or standards of conduct concerning any hazardous, toxic, dangerous, restricted or settlement otherwise regulated waste, substance or material, as now or at any time hereafter in effect. In no event shall Tenant have any liability with respect to Hazardous MaterialsSubstances used, introduced or located on the Premises at any time by any person or entity except Tenant or any of its employees, officers, contractors, subcontractors, agents, invitees, subtenants, or assignees. Landlord shall provide to Tenant copies of all environmental reports and studies obtained by Landlord in connection with its purchase of the Premises, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information shall allow Tenant reasonable access to the contrary contained Premises prior to the Turnover Date in order that Tenant may conduct such environmental tests as Tenant may deem necessary. Landlord shall also make reasonable, good faith efforts to cause the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associatesenvironmental indemnity provisions, Inc.if any, issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date purchase contract described in Section 19.22 hereof to include Tenant, its successors and assigns, as indemnified parties and third party beneficiaries of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedindemnity provisions.

Hazardous Substances. To SellerThe term "Hazardous Substances", as used in this Lease shall mean pollutants, contaminants, or toxic or hazardous wastes, or any other substances, the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental Law", which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that (A) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency in connection with any use of Hazardous Substances in the Premises by Tenant; (B) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Tenant's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency in connection with any use of Hazardous Substances in the Premises by Tenant; (C) no portion of the Premises will be used as a landfill or a dump; (D) Tenant will not install any underground tanks of any type; (E) Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (F) Tenant will not permit any Hazardous Substances to be brought onto the Premises, except for the Permitted Materials described above, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Landlord or Landlord's representative shall have the right but not the obligation to enter the Premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be reasonably determined, that said Permitted Materials are being improperly stored, used, or disposed of, then Tenant shall immediately take such corrective action as reasonably required. Should Tenant fail to take such corrective action within 24 hours, Landlord shall have the right to perform such work and Tenant shall promptly reimburse Landlord for any and all costs associated with said work. If at any time during or after the Lease Term, the Premises are found to be so contaminated or subject to said conditions due to any contamination of the Premises by Tenant, or Tenant's employees, contractors, or invitees, Tenant shall diligently institute proper and thoroughcleanup procedures at Tenant's sole cost, and Tenant agrees to indemnify, defend and hold harmless Landlord, its lenders, any managing agents and leasing agents of the Premises, and their respective agents, partners, officers, directors and employees, from all claims, demands, actions, liabilities, costs, expenses, damages (actual knowledgeor punitive) and obligations of any nature arising from or as a result of the use of the Premises by Tenant. The foregoing indemnification and the responsibilities of Tenant shall survive the termination or expiration of this Lease. Landlord acknowledges that Tenant will use chemicals, supplies and equipment in connection with Tenant's use of the Premises, typical to comparable office/warehouse/distribution center uses, (such as, by way of example, but without -------------------- independent investigation limitation, industrial lubricants, batteries and battery chargers, cleaning agents, etc.), and, provided that Tenant follows all applicable laws, such use shall not be considered a violation of the terms of this Lease. During the Lease Term, both Parties shall promptly provide the other Party with copies of all summons, citations, directives, information inquiries or imputation requests, notices of knowledge potential responsibility, notices of violation or deficiency, orders or decrees, claims, complaints, investigations, judgments, letters, notice of environmental liens, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, the State of Indiana Environmental Protection Agency or other federal, state, or local agency or authority, or any other entity or individual, concerning (i) no any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on Substance and the Property, Premises; (ii) no underground storage tanks are located the imposition of any lien on the Property Leased Premises, or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice any alleged violation of or responsibility under any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect Environmental Law. Landlord shall provide to Hazardous Materials, and (vi) the Property has not previously been used as Tenant a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in copy of the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associatesdated and the associated Reliance Letter dated attached hereto and incorporated herein as Exhibit E. Within thirty (30) days after the expiration of the Lease Term, Inc.Tenant shall commission, issued April 17at Tenant sole cost and expense, 1997a new Phase I Environmental Assessment addressing the then current condition of the Premises, and within thirty (30) days thereafter Tenant shall provide to Landlord a copy of which has been furnished such new Phase I Environmental Assessment and any associated Reliance Letter (if applicable). To the best of Landlord's knowledge, neither Landlord nor any previous owner or Tenant, released or discharged on, under, in, or about the Premises, the Building, or any property adjacent thereto, or transported any Hazardous Substance to Purchaseror from the Premises and/or the Building, or any property adjacent thereto. At ClosingLandlord shall not cause or knowingly permit the presence, Seller use, generation, release, discharge, storage, or disposal of any Hazardous Substance on, under, in, or about, or in the transportation of any Hazardous Substance to or from the Premises and/or the Building, or any property adjacent thereto, in violation of any applicable laws. The Premises and/or the Building, or any property adjacent thereto, is not in violation of any Applicable Law. Tenant shall represent and warrant to Purchaser that all representations and warranties not be liable for the removal and/or disposal of Seller any Hazardous Substance, including, without limitation, any Hazardous Substance used in this Agreement remain true and correct as the construction of the date of Premises and or the Closing in all material respectsBuilding which, except for any changes in any such representations now or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedfuture, may violate Applicable Law (as hereinafter defined).

Hazardous Substances. To Seller's The term “Hazardous Substances” shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any “Environmental Law.” which term shall mean any federal, state or local law, regulation, order, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that (A) no activity will be conducted on the Project or Premises that will produce any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities (the “Permitted Activities”) provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been acknowledged and consented to in advance in writing by Landlord; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (B) Neither the Project, nor the Premises will be used in any manner for the storage of any Hazardous Substances except for the storage of such materials that are used in the ordinary course of Tenant’s business (the “Permitted Materials”), provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and applicable fire codes; (C) Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (D) no portion of the Project or the Premises will be used as a landfill or a dump; (E) Tenant will not install any underground tanks of any type; (F) Tenant will not cause any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (G) Tenant will not permit any Hazardous Substances to be brought onto the Project or Premises, except for the Permitted Materials described above, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Landlord or Landlord’s representative shall have the right but not the obligation to enter the Premises during normal business hours upon reasonable prior written notice to Tenant for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Landlord’s reasonable opinion, that said Permitted Materials are being improperly stored, used, or disposed of, then Tenant shall immediately take such corrective action as requested by Landlord. Should Tenant fail to take such corrective action within 24 hours, Landlord shall have the right to perform such work and Tenant shall promptly reimburse Landlord for any and all costs associated with said work. If at any time during or after the Lease Term, the Project or the Premises are found to be contaminated by Hazardous Substances or subject to said conditions due to or during Tenant’s use and occupancy of the Premises and Project, Tenant shall diligently institute proper and thorough cleanup procedures at Tenant’s sole cost, and Tenant agrees to indemnify, defend and hold harmless Landlord, its lenders, any managing agents and leasing agents of the Project, and their respective agents, partners, officers, directors and employees, from all claims, demands, actions, liabilities, costs, expenses, (including reasonable attorneys’ fees), penalties (whether civil or criminal), damages (actual knowledgeor punitive) and obligations of any nature arising from or as a result of the use of the Project or the Premises by Tenant. The foregoing indemnification and the responsibilities of Tenant shall survive the termination or expiration of this Lease. During and after the Lease Term, without -------------------- independent investigation Tenant shall promptly provide Landlord with copies of all summons, citations, directives, information inquiries or imputation requests, notices of knowledge potential responsibility, notices of violation or deficiency, orders or decrees, claims, complaints, investigations, judgments, letters, notice of environmental liens, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, the Commonwealth of Virginia Department of Environmental Quality, or other federal, state or local agency or authority, or any other entity or individual, concerning (i) no any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substance on or allowed to escape on in the Property, Project or the Premises; (ii) no underground storage tanks are located the imposition of any lien on the Property or were located on the Property and subsequently removed or filled, Premises; (iii) Seller has received no written notice any alleged violation of or responsibility under any Environmental Law. Tenant shall promptly notify Landlord if Tenant shall become aware of any proposedHazardous Substances on the Premises in violation of Environmental Laws and/or if Tenant shall become aware that the Premises is in direct violation of any Environmental Laws. Tenant shall remove such Hazardous Substances which are in violation of Environmental Laws and/or cure such violations and/or remove such threats, threatened or existing investigationas applicable, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and as required by law (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; exceptshall be required by Landlord in the case of removal which is not required by law, however, any information but in response to the contrary contained opinion of a licensed hydrogeologist, licensed environmental engineer or other qualified consultant engaged by Landlord promptly after Landlord becomes aware of same, at Tenant’s sole expense.) Notwithstanding the foregoing, Landlord acknowledges that Tenant shall have no obligation, except as otherwise set forth herein, to remove Hazardous Substances existing on or about the Premises listed in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct Section 11.18 as of the respective beginning date of the Closing Tenant’s tenancy thereof. The Tenant acknowledges that there may be floor tile and mastic under said floor tile in all parts of the Premises which may contain asbestos. Landlord agrees that Tenant may remove this floor tile and mastic as long as Tenant uses a licensed environmental engineering firm to perform the work and indemnifies and holds Landlord harmless from any liability concerning the floor tile, mastic or asbestos therein. Tenant understands that there may be other asbestos containing construction material respects, except in the interior parts of the Premises and agrees that if Tenant disturbs said construction material for any changes in any such representations reason, Tenant shall either remove that disturbed portion or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If secure the same so there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and will not be merged into a health hazard and indemnify and hold Landlord harmless from any liability arising therefrom. Landlord makes no representation or warranty about the delivery environmental impact, if any, of the Special Warranty Deed, provided however, that representations previous storage of nuclear gauge equipment at 4000 Xxxxxxx Xxxxxx and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedhas no obligations or liabilities arising therefrom.

Hazardous Substances. To Seller's actual knowledgeAs used in this Lease, without -------------------- independent investigation the term "Hazardous Substances" means pollutants, contaminants, toxic or imputation hazardous wastes, hazardous materials or any other substances, the use and/or the removal of knowledge which is required or the use of which is restricted, prohibited or penalized by an "Environmental Law", which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises that will produce any Hazardous Materials Substances, except for such activities that are part of the ordinary course for Tenant's business activities (the "Permitted Activities") provided such Permitted Activities are conducted in accordance with all Environmental Laws and have been dischargedapproved in advance in writing by Landlord; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the storage of such materials that are used in the ordinary course of Tenant's business ("Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Tenant will not install any underground tanks of any type; (v) Tenant will not allow any surface or subsurface conditions to exist or come into existence as a result of Tenant's actions or the conduct of Tenant's business on the Premises that constitute or with the passage of time may constitute a public or private nuisance; (vi) Tenant will not permit any Hazardous Substances to be brought in or onto the Premises, disbursedexcept for the Permitted Materials described below, releasedor hereafter approved in writing by Landlord and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. If Landlord in good faith believes that Tenant has violated the provisions of this Article 24 relating to Hazardous Substances, then Landlord or Landlord's representative shall have the right but not the obligation to enter the Premises upon not less than forty-eight (48) hours' prior written notice to Tenant (which notice shall detail the basis for Landlord's good faith belief that Tenant has violated the provisions of this Article 24) for the purposes of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be ultimately determined that such Permitted Materials are being improperly stored, treatedused, generated, or disposed of, then Tenant shall immediately take such corrective action as soon as reasonably practicable to the extent required by Environmental Laws, and if Tenant fails to do so within ten (10) days after receipt of a second written notice from Landlord notifying Tenant of such failure, then Landlord shall have the right to perform such work and Tenant shall promptly reimburse Landlord for any and all out-of-pocket and commercially reasonable costs associated with such work to the extent required by Environmental Laws. If at any time during or allowed after the Lease Term, the Premises are found to escape be so contaminated or subject to such conditions, and such contamination is caused by Tenant or the conduct of its business on the PropertyPremises, (ii) no underground storage tanks are located on then Tenant shall diligently institute proper and thorough cleanup procedures to the Property or were located on the Property extent required by Environmental Laws at Tenant's sole cost. Tenant hereby indemnifies, saves and subsequently removed or filledholds Landlord, (iii) Seller has received no written notice its property manager and their respective successors and assigns harmless from all and against claims, demands, actions, liabilities, costs, expenses, damages and obligations of any proposednature arising, threatened including, without limitation, court costs and reasonable attorneys’ fees and expenses, from or existing investigationas a result of the use of Hazardous Materials in the Premises by Tenant, administrative orderEVEN IF SUCH CLAIMS, consent order ACTIONS, LIABILITIES, COSTS, EXPENSES, DAMAGES OR OBLIGATIONS RESULT FROM THE NEGLIGENCE (BUT NOT THE NEGLIGENCE OR WILLFUL MISCONDUCT) OF LANDLORD OR ANY LANDLORD RELATED PARTIES. The foregoing indemnification and agreementthe responsibilities of Tenant shall survive the termination or expiration of this Lease. PERMITTED MATERIALS: storage in the Premises of customary office and cleaning supplies in reasonable quantities used by Tenant in the ordinary course of operating and cleaning its office space. Landlord hereby represents that, litigation, or settlement with respect to Landlord's current actual knowledge there are no Hazardous Materials, and (vi) the Property has not previously been used as a landfillnor any mold or asbestos-containing materials, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained present in the Phase I Premises and/or the Building’s common areas in violation of applicable Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct Laws as of the date hereof. Additionally, Landlord shall, at no cost to Tenant (and excluded from Operating Expenses), remove or remediate to the extent required by Environmental Laws any Hazardous Materials introduced to the Building by Landlord after the date of this Lease in violation of applicable Environmental Laws. Landlord indemnifies Tenant for, from and against any breach by Landlord of the Closing in all material respectsrepresentations, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior obligations stated in this grammatical paragraph, and agrees to Closingdefend and hold Tenant harmless from and against any and all claims, then Purchaser mayjudgments, at Purchaser's optiondamages, (i) close and consummate the transaction contemplated by this Agreementpenalties, fines, costs, liabilities, or (ii) terminate this Agreement by written notice to Seller, whereupon losses which arise during or after the Xxxxxxx Money Lease Term as a result of such breach. Tenant shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into responsible for and the delivery indemnification and hold harmless obligations set forth in this Article 24 above shall not include any costs incurred in connection with any investigation of the Special Warranty Deedsite conditions or any cleanup, provided howeverremedial, that representations and warranties covering matters which could have been discovered removal, or restoration work required by Purchaser prior any federal, state, or local governmental agency or political subdivision pursuant to Closing any Environmental Law because of Hazardous Material present in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into soil or ground water on or under the delivery of Premises and/or Building arising from conditions existing on, under or about the Special Warranty DeedPremises, the Building, or adjacent property on or before the Commencement Date.

Hazardous Substances. To Seller's actual knowledgeEach of the Contributing Parties represents, without -------------------- independent investigation or imputation to its Actual Knowledge, that (x) as of knowledge the date hereof and (iy) no Hazardous Materials except as set forth in the environmental audit reports provided to BNP by the Contributing Parties and in the environmental assessments of the Property conducted on behalf of BNP (the "Environmental Assessments"), as of the Closing Date, the Contributing Parties have been dischargednot generated, disbursedstored, released, discharged or disposed of hazardous substances or hazardous wastes at, upon or from the Property in violation of any Environmental Law, order, judgment or decree or permit, or in connection with which remedial action would be required under any Environmental Law, order, judgment, decree or permit. To the Actual Knowledge of each of the Contributing Parties, (x) as of the date hereof and (y) except as set forth in the environmental audit reports provided to BNP by the Contributing Parties or in the Environmental Assessments, as of the Closing Date, no hazardous substances or hazardous wastes have otherwise been generated, stored, treatedreleased, generateddischarged or disposed of from, disposed of, at or allowed to escape on upon the PropertyProperty in violation of any Environmental Law. To the Actual Knowledge of each of the Contributing Parties, (iix) as of the date hereof and (y) except as set forth in the environmental audit reports provided to BNP by the Contributing Parties or in the Environmental Assessments, as of the Closing Date, no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been Property. As used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Sellerthe terms "hazardous substances" and "hazardous wastes" shall have the meanings set forth in the Comprehensive Environmental Response, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to PurchaserCompensation and Liability Act, as amended, and thereafter the parties hereto regulations thereunder, the Resource Conservation and Recovery Act, as amended, and the regulations thereunder, and the Federal Clean Water Act, as amended, and the regulations thereunder, and such terms shall have no further rights also include asbestos, petroleum products, radioactive materials and any regulated substances under any Environmental Law, regulation or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedordinance.

Hazardous Substances. To Seller's actual knowledgeTenant hereby covenants and agrees that Tenant and its subtenants and Customers and their respective agents, without -------------------- independent investigation contractors and employees will not cause or imputation permit any “Hazardous Substances” (as hereinafter defined) to be generated, placed, held, stored, used, located or disposed of at the Project or any part thereof, except for Hazardous Substances (a) specifically authorized by Landlord (including glycol, sulfuric acid and diesel fuel), or (b) commonly and legally used or stored as a consequence of using the Demised Premises for the uses permitted under Article 13 hereof, but only so long as the quantities thereof do not pose a threat to public health or to the environment or would necessitate a “response action”, as that term is defined in CERCLA (as hereinafter defined), and in the case of both (a) and (b), only so long as Tenant strictly complies or causes compliance with all applicable governmental rules and regulations and the applicable terms of this Lease concerning the use, storage, production, transportation and disposal of such Hazardous Substances. In no event shall Tenant be responsible for the cleanup or remediation of any Hazardous Substances which exist in the Demised Premises or at the Project prior to the execution of this Lease. Promptly upon receipt of Landlord’s request, Tenant shall submit to Landlord true and correct copies of any reports filed by Tenant or its subtenants or Customers with any governmental or quasi-governmental authority regarding the generation, placement, storage, use, treatment or disposal of Hazardous Substances on or about the Demised Premises and the Project. Tenant also agrees to cooperate with Landlord and to provide access by Landlord and Landlord’s representatives to any Tenant’s records with respect to the Demised Premises and the Project relating to any assessment of the environmental condition of the Demised Premises and the Project and the generation, placement, storage, use, treatment or disposal of Hazardous Substances on or about the Demised Premises and the Project by Tenant and its subtenants and Customers. In the event Tenant has or acquires notice or knowledge (i) no that any Hazardous Materials have been dischargedSubstance has been, disbursedor is threatened to be, spilled, released, stored, treated, generateddischarged, disposed of, or allowed otherwise improperly managed on or about the Demised Premises or in connection with the installation, maintenance, use, operation or removal of Tenant’s Equipment (including the UST, Generators or Antenna Equipment) at the Project, Tenant shall take all appropriate action to escape on stop the Propertymovement of Hazardous Substances and implement all corrective action as required by Environmental Laws Ito remove, remediate and dispose of such Hazardous Substances. For purposes of this Article.44, “Hazardous Substances” shall mean and include (i) any petroleum or petroleum products, natural gas, or natural gas products, radioactive materials, asbestos, urea formaldehyde from insulation, transformers or other equipment that contains dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (ii) no underground storage tanks those elements or compounds which are located on contained in the Property list of Hazardous Substances adopted by the United States Environmental Protection Agency (EPA) or were located on in any list of toxic pollutants designated by Congress or the Property EPA or which are defined as hazardous, toxic, pollutant, infectious or radioactive by any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability (including, without limitation, strict liability) or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereinafter in effect (collectively “Environmental Laws”). Tenant hereby agrees to indemnify Landlord and subsequently removed hold Landlord harmless from and against. Any and all losses, liabilities, including strict liability, damages, injuries, expenses; including reasonable attorneys’ fees, costs of settlement or filled, (iii) Seller has received no written notice judgment and claims of any proposedand every kind whatsoever paid, threatened incurred or existing investigation, administrative order, consent order and agreement, litigationsuffered by, or settlement asserted against, Landlord by any person, entity or governmental agency for, with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemeteryto, or as a dump for garbage direct or refuseindirect result of, the presence in, or the escape, leakage, spillage, discharge, emission or release from, the Demised Premises or the Project of any Hazardous Substances (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act [“CERCLA”], any so-called federal, state or local “Superfund” or “Superlien” laws or any other Environmental Law); exceptprovided, however, that the foregoing indemnity is limited to matters arising solely from Tenant’s violation of the covenants contained in this Article. Landlord may not enter into any information settlement or other compromise with respect to any claim covered by the indemnity set forth in this Article without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and if a claim is settled or compromised without such consent, Tenant shall not be obligated to provide indemnification under this Article. If Landlord obtains recovery of any of the amounts that Tenant has paid to Landlord pursuant to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller indemnity set forth in this Agreement remain true Article, and correct as of the date of the Closing in all material respects, except provided that Tenant is not then indebted to Landlord for any changes in sums or amounts under this Lease or any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingjudgment, then Purchaser may, at Purchaser's option, (i) close and consummate Landlord shall promptly pay to Tenant the transaction contemplated by amount of such recovery. The obligations of Tenant under this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money Article shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any expiration or termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no the Premises do not contain any Hazardous Materials have been dischargedin violation of applicable law. Landlord, disbursedand not Tenant, releasedis responsible for the Hazardous Material condition of Premises as it exists before the date of this Lease (but it is Tenant’s burden to establish that the Hazardous Materials in question existed on the Premises before the date of this Lease). Neither Tenant nor any of Tenant’s Invitees may use, storedmanufacture, treated, generated, disposed ofstore, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice dispose of any proposedHazardous Materials anywhere within the Premises which are or could (a) be detrimental to the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigationhuman health, or settlement the environment, except in accordance with respect all applicable laws, or (b) adversely affect the value of the Premises. If the Premises are contaminated (or, due to the acts or omissions of Tenant or Tenant’s Invitees, the Premises is contaminated) by any Hazardous MaterialsMaterial during the Term, then (1) Tenant shall promptly notify Landlord in writing of such contamination, and (vi2) Landlord may elect to either (A) demand that Tenant perform all remediation required by Landlord (to Landlord’s satisfaction and at Tenant’s sole cost, necessary to return the Property has not previously been used Premises to at least as good a landfill, cemetery, or condition as a dump for garbage or refuse; except, however, any information to the contrary contained Premises are in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respectsthis Lease, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser which Tenant shall immediately do upon receipt of notice from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementLandlord, or (iiB) terminate this Agreement by written notice proceed to Sellercause such investigation, clean-up, and remediation work which Landlord deems necessary or desirable to be undertaken, whereupon the Xxxxxxx Money entire cost thereof (plus a supervisory fee equal to ten percent of such cost) will be payable by Tenant to Landlord upon demand as additional rent. If Tenant does not promptly commence and diligently pursue such remediation, then Landlord may perform or cause to be performed such remediation and Tenant shall immediately, upon demand, pay the cost thereof, plus a supervisory fee in the amount of ten percent of such cost. Tenant’s obligations and liability under this paragraph shall survive the termination of Tenant’s tenancy and the Term of this Lease, except that nothing contained in this paragraph shall be immediately returned by Escrow Agent deemed to Purchaser, and thereafter impose liability on Tenant for any contamination arising after the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination Term of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into Lease provided neither Tenant nor Tenant’s Invitees contributed to such problem during the delivery Term of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. Claims by Third Parties CONTRACT OPERATOR agrees to indemnify and hold harmless CITY/COUNTY from any and all claims, by third party persons or legal entities, for losses, damages, costs or other claims and liabilities arising from CONTRACT OPERATOR’s discharge or disposal of any hazardous or toxic materials, trash, debris, refuse, waste or other materials (“Materials”) related in any way to CONTRACT OPERATOR’s operations herein but only to the extent caused by the negligence of the CONTRACT OPERATOR. To Seller's actual knowledgethe extent that the CITY/COUNTY incurs defense costs that are covered by CONTRACT OPERATOR’s indemnity obligations under this paragraph, CONTRACT OPERATOR shall reimburse CITY/COUNTY for such defense costs at the conclusion of the legal proceeding. CONTRACT OPERATOR agrees that it shall dispose of all Materials in strict compliance with local, state and federal statutes, laws, ordinances, codes, rules, regulations, orders or decrees and shall provide evidence of such disposal satisfactorily to CITY/COUNTY’s designated representative. In the event of CONTRACT OPERATOR’s failure to comply with this paragraph, CONTRACT OPERATOR shall, at its sole cost and expense, promptly commence and diligently pursue any required investigation, assessment, cleanup, remediation, restoration, and monitoring of any waters and lands affected by CONTRACT OPERATOR’s failure to comply and to restore the damaged water and/or land to the condition existing immediately prior to the occurrence which caused the damage. Upon discovery of a failure or violation related to its disposal operations, CONTRACT OPERATOR shall immediately notify such failure or violation to all applicable governmental agencies having jurisdiction and to the CITY/COUNTY. CITY/COUNTY acknowledges that, in seeking the services of CONTRACT OPERATOR under this CONTRACT, CITY/COUNTY are requesting CONTRACT OPERATOR to undertake environmental and other operational obligations for CITY/COUNTY’S benefit which may be uninsurable. Therefore, notwithstanding anything contained in this CONTRACT to the contrary, CITY/COUNTY agrees that CONTRACT OPERATOR’S indemnity of CITY/COUNTY set forth above shall not apply to and CONTRACT OPERATOR shall not be liable to the CITY/COUNTY for and, , to the extent permitted by Section 768.28, Florida Statutes, CITY/COUNTY shall indemnify and hold harmless CONTRACT OPERATOR, its directors, officers, employees and agents from and against, any and all claims, by persons or legal entities other than CITY/COUNTY for losses, damages, costs or other claims and liabilities, including (without -------------------- independent investigation limitation of the type or imputation kind of knowledge claims or liabilities covered) those arising under local, state or federal laws (including but not limited to the Clean Water Act, CERCLA or RCRA) or common law theories of strict liability, which are directly or indirectly connected with or caused by or arise on account of the presence, discharge, release, disposal or escape of hazardous or toxic substances, waste, pollutants or contaminants of any kind (hereinafter collectively “Hazardous Substances”), whether at CITY/COUNTY’S Water Reclamation Facilities or at any other location, which hazardous substances (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished influent to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementJOINT FACILITIES, or (ii) terminate this Agreement are not added by written notice to Seller, whereupon the Xxxxxxx Money CONTRACT OPERATOR (hereinafter collectively “Indemnified Substances”). It is expressly understood and agreed that CONTRACT OPERATOR is not and shall not be immediately returned by Escrow Agent to Purchaserresponsible or liable for, and thereafter that CITY/COUNTY’S indemnity of CONTRACT OPERATOR hereinabove set forth shall, without limitation of the parties hereto shall have no further rights type or obligations hereunderkind of claims or liabilities covered, except only for such rights apply to and cover any and all claims and liability, including future claims and liability resulting from regulatory changes in presently accepted practices, caused by or obligations thatarising directly or indirectly from the presence or release of Indemnified Substances on or off the site of the JOINT FACILITIES or the presence or release of the Indemnified Substances contained in water in or distributed from the JOINT FACILITIES. Notwithstanding the above, with respect to losses, damages, costs or other claims or liabilities caused by substances which are added or are required to be added by the express terms hereof, survive any termination CONTRACT OPERATOR pursuant to the provisions of this AgreementCONTRACT (for example, chlorine), the release from liability and CITY/COUNTY’S indemnification of CONTRACT OPERATOR set forth above in this Section 9.1.3 shall not apply to such losses, damages, costs or other claims and liabilities to the extent such losses, damages, costs or other claims or liabilities were caused by the negligence or willful misconduct of the CONTRACT OPERATOR. The provisions of this Section 8 paragraph shall survive Closing for a period of 90 days and not be merged into the delivery termination or expiration of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedCONTRACT.”

Hazardous Substances. To Seller's actual knowledgeTenant shall not, without -------------------- independent investigation Landlord's prior written consent, keep any substances designated as, or imputation of knowledge containing components now or hereafter designated as, hazardous, dangerous, toxic or harmful and/or subject to regulation under any federal, state or local law, regulation or ordinance (i"Hazardous Substances") no Hazardous Materials have been dischargedon or about the Premises or Buildings. Notwithstanding the preceding sentence, disbursedTenant may keep, releaseduse, stored, treated, generated, disposed store and dispose of, in, on and from the Premises, materials and supplies otherwise constituting Hazardous Substances which are normally used in the ordinary course of Tenant's business, provided such materials and supplies are used, handled, stored and disposed of in accordance with all applicable governmental rules, regulations, laws and requirements, and in accordance with all applicable manufacturers' or allowed suppliers' recommendations. With respect to escape on any Hazardous Substances stored with Landlord's consent or permitted hereunder, Tenant shall: promptly, timely and completely comply with all governmental requirements for reporting and record keeping; submit to Landlord true and correct copies of all reports, manifests and identification numbers at the Propertysame time as they are required to be and/or are submitted to the appropriate governmental authorities; within five (5) days of Landlord's request, provide evidence satisfactory to Landlord of Tenant's compliance with all applicable governmental rules, regulations and requirements; and comply with all governmental rules, regulations and requirements regarding the proper and lawful use, sale, transportation, generation, treatment and disposal of Hazardous Substances. Any and all costs incurred by Landlord and associated with Landlord's inspections of the Premises and Landlord's monitoring of Tenant's compliance with this Section 8(d), including Landlord's attorneys' fees and costs, shall be Additional Rent and shall be due and payable to Landlord within ten (ii10) no underground storage tanks are located on the Property or were located on the Property days of Landlord's demand. Tenant shall be fully and subsequently removed or filledcompletely liable to Landlord for any and all cleanup costs and expenses and any and all other charges, expenses, fees, fines, penalties (iiiboth civil and criminal) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement costs imposed with respect to Tenant's use, disposal, transportation, generation and/or sale of Hazardous MaterialsSubstances, in or about the Premises or Buildings. Tenant shall indemnify, defend and hold Landlord, and lenders to Landlord (vieach a "Lender"), harmless from any and all of the costs, fees, penalties, charges and expenses assessed against or imposed upon Landlord and Lender (as well as Landlord's and Lender's attorneys' fees and costs) the Property has not previously been used as a landfillresult of Tenant's use, cemeterydisposal, or as a dump for garbage or refuse; excepttransportation, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy generation and/or sale of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedHazardous Substances.

Hazardous Substances. To SellerTenant shall at all times and in all respects comply with all federal, state and local laws, ordinances and regulations ("HAZARDOUS MATERIALS LAWS") relating to the industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any oil, petroleum products, flammable explosives, asbestos, urea formaldehyde, polychlorinated biphenyls, radioactive materials or waste, or other hazardous toxic, contaminated or polluting materials, substances or wastes, including without limitation any "hazardous substances", "hazardous wastes", "hazardous materials" or "toxic substances" under any such laws, ordinances or regulations (collectively, "HAZARDOUS MATERIALS"). Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant's actual knowledgeuse of the Premises, including without -------------------- independent investigation limitation, discharge of (appropriately treated) materials or imputation of knowledge (i) no waste into or through any sanitary sewer system serving the Premises. Tenant shall in all respects, handle, treat, deal with and manage any and all Hazardous Materials have been dischargedin, disbursedon, released, stored, treated, generated, disposed of, under or allowed to escape on about the Property, (ii) no underground storage tanks Premises in complete conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding the management of such Hazardous Materials. Tenant may utilize such Hazardous Materials as are located on used by Tenant in the Property or were located on ordinary course of its business so long as Tenant complies with the Property and subsequently removed or filled, (iii) Seller has received no requirement hereof. Upon written notice from Landlord requesting the identity of such substances or materials, Tenant will provide Landlord with a list of same. If any proposed, threatened lender or existing investigation, administrative order, consent order and agreement, litigation, governmental agency shall ever require testing to ascertain whether or settlement with respect to not there has been any release of Hazardous Materials, and (vi) then the Property has not previously been used reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information additional charges if such requirement applies to the contrary contained Premises and if the results of such testing confirm that Hazardous Materials are present on the Premises in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as violation of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing provisions hereof and that are disclosed by Seller to Purchaser Tenant has caused such release of Hazardous Materials at the Premises. In addition, Tenant shall certify on a reasonable basis from time to time prior at Landlord's request concerning Tenant's best knowledge and belief, without the necessity of inquiry, regarding the presence of Hazardous Materials brought by Tenant on to Closing upon their occurrencethe Premises. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money Tenant shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing indemnify Landlord in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedmanner elsewhere provided in this Lease from any violation by Tenant.

Hazardous Substances. To Seller's actual knowledgeThe Borrower warrants and represents to the Lender that to the best of their knowledge and belief and based on environmental assessments of the Inventory commissioned by the Borrower, without -------------------- independent investigation except to the extent disclosed to the Lender in environmental assessments or imputation other writings or to the extent that it would not materially and adversely affect the use and marketability of knowledge (i) any Inventory, the Inventory has not been and is not now being used as a storage facility for any "Hazardous Substances", nor has it been used in violation of any federal, state or local environmental law, ordinance or regulation, that no Hazardous Materials proceedings have been discharged, disbursed, released, stored, treated, generated, disposed ofcommenced, or allowed to escape on the Propertynotice(s) received, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice concerning any alleged violation of any proposedsuch environmental law, threatened ordinance or existing investigationregulation, administrative orderand that the Inventory is free of hazardous or toxic substances and wastes, consent order contaminants, oil, radioactive or other materials the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any federal, state or local agency, authority or governmental unit except as set forth in the Site Assessments. The Borrower covenants that it shall neither permit any such materials to be brought on to the Inventory, nor shall it acquire real property to be added to the Loan Inventory upon which any such materials exist, except to the extent disclosed to the Lender in environmental assessments or other writings or to the extent that it would not materially and agreementadversely affect the use and marketability of any Inventory; and if such materials are so brought or found located thereon, litigationsuch materials shall be immediately removed, with proper disposal, to the extent required by applicable environmental laws, ordinances and regulations, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, ordinances and regulations. The Borrower further represents and warrants that the Borrower will promptly transmit to the Lender copies of any citations, orders, notices or settlement other material governmental or other communications received with respect to Hazardous Materialsany hazardous materials, substances, wastes or other environmentally regulated substances affecting the Inventory. Notwithstanding the foregoing, there shall not be a default of this provision should the Borrower store or use minimal quantities of the aforesaid materials, provided that: such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation of comparable buildings or residential developments (such as cleaning fluids and supplies normally used in the day to day operation of residential developments), such substances are being held, stored and used in complete and strict compliance with all applicable laws, regulations, ordinances and requirements, and (vi) the Property has not previously been used as a landfillindemnity set forth below shall always apply to such substances, cemetery, or as a dump for garbage or refuse; except, however, any information and it shall continue to be the contrary contained responsibility of the Borrower to take all remedial actions required under and in accordance with this Agreement in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy event of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties any unlawful release of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedsubstance.

Hazardous Substances. To Seller's actual knowledgea) TENANT represents and warrants that its use of the Leased Site herein will not generate any hazardous substance, without -------------------- independent investigation and it will not store or imputation dispose on the Leased Site nor transport to or over the Leased Site any hazardous substance in violation of knowledge (i) no Hazardous Materials have been dischargedany laws or regulations relating thereto. TENANT further agrees to hold OWNER harmless from, disbursedindemnify and defend OWNER against any release of any such hazardous substance and any damage, released, stored, treated, generated, disposed ofloss, or allowed expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the negligence of OWNER, its employees or agents. “Hazardous substance” shall be interpreted broadly to escape mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. OWNER has no knowledge of any Hazardous substance located on or about the OWNER’s Property, (ii) no underground storage tanks are located on nor will OWNER allow any such substance or hazardous condition to exist. To the Property extent allowed by law, OWNER agrees to hold harmless and indemnify TENANT from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of OWNER for, payment of penalties, sanctions, forfeitures, losses, costs or were located on the Property damages, and subsequently removed or filledfor responding to any action, (iii) Seller has received no written notice of any proposednotice, threatened or existing investigationclaim, administrative order, consent order and agreementsummons, citation, directive, litigation, investigation or settlement proceeding, to the extent arising from subsurface or other contamination of the OWNER’s Property with respect hazardous substances prior to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemeteryEffective Date of this Agreement or from such contamination caused by the acts or omissions of the OWNER during the Term. In the event TENANT becomes aware of any hazardous materials on the OWNER’s Property, or as a dump for garbage any environmental, health or refuse; except, however, any information safety condition or matter relating to the contrary contained OWNER’s Property, that were not caused by TENANT and, in TENANT’s sole determination, renders the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as condition of the date Leased Site or OWNER’s Property unsuitable for TENANT’s use, or if TENANT believes that the leasing or continued leasing of the Closing Leased Site would expose TENANT to undue risks of liability to a government agency or third party, TENANT will have the right, in all material respectsaddition to any other rights it may have at law or in equity, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement upon written notice, as required by written notice Paragraph 11.d.(ii), to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedOWNER.

Hazardous Substances. To Seller's actual knowledgeThe Lessee represents and warrants to the Lessor that the Leased Premises, the Parking Area, the Access Area, the Common Areas and the Real Property shall be kept free from contamination by or from any hazardous substances or hazardous waste (as such terms are defined and/or used in applicable state or federal law or in the regulations issued thereunder including, without -------------------- independent investigation limitation, the Federal Comprehensive Environmental Response, Compensation and Lability Act) except for such minor quantities of ordinary office supplies and materials as are incidental to Lessee's ordinary business pursuits and its operation and occupancy of the Leased Premises in connection therewith. Except as otherwise expressly set forth herein, the Lessee also agrees that it will not store, utilize or imputation engage in operations at or upon the Leased Premises, the Parking Area, the Access Area, the Common Areas and the Real Property or affecting the Leased Premises, the Parking Area, the Access Area, the Common Areas and the Real Property which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of knowledge hazardous substances or hazardous waste, medical waste or medical waste products or environmentally deleterious material and the Lessee will at all times comply with and conform to all laws, statutes, ordinances, rules, regulations, notices and orders of all governmental and regulating authorities or any board of fire underwriters, or any insurance organization or company with respect to the treatment of any hazardous substances or waste on or which affect the Leased Premises, the Parking Area, the Access Area, the Common Areas and the Real Property. The Lessee shall not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any of the Lessee's agents of releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Leased Premises or the Real Property of any such hazardous substances or waste. The Lessee shall indemnify, defend and hold harmless, the Lessor, its successors and assigns, any officer, director, shareholder, employee or any agent of Lessor from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interests, losses, expenses, and attorney's fees and appellate attorneys' fees (iincluding any such fees and expenses incurred in enforcing this indemnity) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed resulting from or arising out of, or allowed in any way connected with, injury to, or the death of, any person (including any indemnified party) or physical damage to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice property of any proposed, threatened or existing investigation, administrative order, consent order kind wherever located and agreement, litigationby whomever owned (including that of any indemnified party) arising out of, or settlement with respect to Hazardous Materialsin any way connected with, the presence on, in or under the Leased Premises, the Parking Area, the Access Area, the Common Areas and (vi) the Real Property has not previously been used as a landfill, cemetery, of any hazardous substances or as a dump for garbage or refusehazardous waste; exceptprovided, however, that it must be shown that such hazardous substance or hazardous waste were introduced in or under the Leased Premises, the Parking Area, the Access Area, the Common Areas and the Real Property during the Term, or any information extension or renewal thereof or at any other time by the Lessee, or its employees, contractors, agents, invitees, guests, or its successors, assigns or sublessees, if any. Lessee will not be liable in any way for any environmental contamination occurring prior to the contrary contained in Commencement Date or resulting from acts or omissions that took place prior thereto unless caused by the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as acts or omissions of the date of Lessee. This indemnification is an independent covenant and shall survive the Closing in all material respects, except for any changes in any such representations expiration or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To SellerThe terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this Agreement, shall have the same meanings as set forth in the "CERCLA," "XXXX," the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., or other applicable state or Federal laws, rules or regulations adopted pursuant to any of the foregoing. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (a) During the period of Borrower's actual knowledgeownership, without -------------------- independent investigation lease or imputation use of any real or personal properties, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, or about any of the properties. (b) Borrower has no knowledge of or reason to believe that there has been (i) no Hazardous Materials have been dischargedany use, disbursedgeneration, releasedmanufacture, storedstorage, treatedtreatment, generateddisposal, disposed ofrelease, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice threatened release of any proposed, threatened hazardous waste or existing investigation, administrative order, consent order and agreement, litigation, substance by any prior owners or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, occupants of any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, properties; or (ii) terminate this Agreement any actual or threatened litigation or claims of any kind by written notice any person relating to Sellersuch matters. (c) Neither Borrower nor any tenant, whereupon contractor, agent, or other authorized user of any of the Xxxxxxx Money properties shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, or about any of the properties; and any such activity shall be immediately returned by Escrow Agent to Purchaserconducted in compliance with all applicable federal, state, and thereafter local laws, regulations, and ordinances, including without limitation those laws, regulations and ordinances described above. Borrower authorizes Lender and its agents to enter upon the parties hereto properties to make such inspections and tests as Lender may deem appropriate to determine compliance of the properties with this section of the Agreement. Any inspections or tests made by Lender shall have no further rights be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or obligations hereunderliability on the part of Lender to Borrower or to any other person. Borrower hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, except only for such rights and (b) agrees to fully and promptly pay, perform, discharge, and defend, indemnify and hold harmless Lender against any and all claims, orders, demands, causes of action, proceedings, judgments, losses, liabilities, damages, penalties, and expenses which Lender may directly or obligations that, by the express terms hereof, survive any termination indirectly sustain or suffer resulting from a breach of this Agreementsection of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Borrower's ownership or interest in the properties, whether or not the same was or should have been known to Borrower. The provisions of this Section 8 section of the Agreement, including the obligation to indemnify, shall survive Closing for a period the payment of 90 days the Indebtedness and the termination or expiration of this Agreement and shall not be merged into the delivery affected by Lender's acquisition of any interest in any of the Special Warranty Deedproperties, provided however, that representations and warranties covering matters which could have been discovered whether by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedforeclosure or otherwise.

Hazardous Substances. To Seller's actual knowledgeExcept as otherwise provided for in this lease, Tenant agrees not to cause, permit or suffer any release or discharge onto or in the vicinity of the leased premises of any hazardous, toxic or radioactive material or substance, including without -------------------- independent investigation limitation oil (collectively, “Hazardous Substances”) regulated by any local, state or imputation Federal law or regulation (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of knowledge 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act) now in existence or hereafter enacted (icollectively, “Hazardous Substance Laws”) no in violation of any such Hazardous Materials have been dischargedSubstance Laws. Tenant agrees, disbursedat Tenant’s sole cost and expense, releasedto remove from the leased premises and the air and buildings adjacent to, storedand land and water under and adjacent to, treatedthe leased premises any Hazardous Substance which may be released thereon in violation of any such Hazardous Substance Laws by Tenant’s act, generatedneglect or omission without regard to fault, disposed ofprovided such Hazardous Substances were introduced in the leased premises or the Building by Tenant, its employees, agents, invitees, subtenants, or allowed to escape on occupants. In the Propertyevent that Tenant receives from any federal, (ii) no underground storage tanks are located on the Property state or were located on the Property and subsequently removed or filled, (iii) Seller has received no written local governmental agency any notice of violation or alleged violation of any proposedhazardous Substance Law for acts, threatened or existing investigation, administrative order, consent order and agreement, litigationneglect, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, omission of Tenant or as a dump otherwise provided for garbage or refuse; exceptherein, however, any information Xxxxxx agrees to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, forward to Landlord a copy of which has been furnished any such notice within five (5) business days of Tenant’s receipt thereof, and Xxxxxx agrees to Purchasertake all steps necessary to bring Xxxxxx’s use of the Premises into compliance with such Hazardous Substance Law and any other applicable law or regulation. Notwithstanding the foregoing, Tenant may store and use typical office cleaning supplies, in customary quantities, in accordance with all laws. Xxxxxx agrees to be solely responsible for and to indemnify Landlord, as Additional Rent, against any and all liability arising from the breach of any of Tenant’s covenants and agreements under this Section 9, including without implied limitation reasonable attorneys’ fees and costs incurred by Landlord in connection therewith, whenever such liability shall arise and for as long as Landlord remains so liable. Tenant shall be liable for any breach of Tenant’s obligations under this Section 9 without regard to fault. At ClosingLandlord’s request upon reasonable cause to believe there was release of hazardous materials by Tenant, Seller Landlord shall represent cause the leased premises and warrant the Building and land, air and water related thereto to Purchaser that all representations be inspected by a qualified professional satisfactory to Landlord for the presence of any material or substance prohibited or regulated under any Hazardous Substance Law and warranties to obtain and forward to Landlord the professional’s written report setting forth the scope and results of Seller such inspection, with costs to be paid by Xxxxxx, and Tenant shall cooperate in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in event any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money inspection shall be immediately returned by Escrow Agent required, giving proper access to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedleased premises.

Hazardous Substances. To Seller's actual knowledgeDuring the term of this Sublease, Sublessee shall not suffer, allow, permit or cause the generation, accumulation, storage, possession, resublease or threat of resublease of any hazardous substance or toxic material, as those terms are used in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and any regulations promulgated thereunder, or any other present or future federal, state or local laws, ordinances, rules, and regulations. Sublessee shall indemnify and hold Sublessor harmless from any and all liabilities, penalties, demands, actions, costs and expenses (including without -------------------- independent investigation limitation reasonable attorney fees), remediation and response costs incurred or imputation suffered by Sublessor directly or indirectly arising directly from Sublessee’s tenancy. Such indemnification shall survive expiration or earlier termination of knowledge this Sublease. At the expiration or sooner termination hereof, Sublessee shall return the demised premises to Sublessor in substantially the same condition as existed on the date of commencement hereof free of any hazardous substances in, on or from the demised premises. The Sublessor hereby represents and warrants that: (i) no Hazardous Materials have been discharged, disbursed, released, stored, treatedit has not used, generated, disposed ofdischarged, released or allowed to escape stored any hazardous substances on, in or under the Shopping Center and has received no notice and has no knowledge of the presence in, on or under the Property, Shopping Center of any such hazardous substances; (ii) no to Sublessor’s knowledge there have never been any underground storage tanks are located on at the Property Shopping Center, whether owned by the Sublessor or were located on the Property and subsequently removed or filled, its predecessors in interest; (iii) Seller to Sublessor’s knowledge there have never been accumulated tires, spent batteries, mining spoil, debris or other solid waste (except for rubbish and containers for normal scheduled disposal in compliance with all applicable laws) in, on or under the Shopping Center; (iv) it has received not spilled, discharged or leaked petroleum products other than de minimis quantities in connection with the operation of motor vehicles on the Shopping Center; (v) to Sublessor’s knowledge, there has been no written notice graining, filling or modification of any proposedwetlands (as defined by federal, threatened state or existing investigationlocal law, administrative order, consent order and agreement, litigation, regulation or settlement with respect to Hazardous Materials, ordinance) at the Shopping Center; and (vi) to Sublessor’s knowledge there is no asbestos or asbestos-containing material in the Property has leased premises. The representations and warranties set forth in this subparagraph shall apply to any contiguous or adjacent property owed by the Sublessor. Sublessor hereby indemnifies Sublessee for any and all loss, cost, damage or expense to Sublessee resulting from any misrepresentation or breach of the foregoing representations and warranties. If any such hazardous substances are discovered at the Shopping Center (unless introduced by the Sublessee, its agents or employees) or if any asbestos or asbestos containing material is discovered in the subleased premises, and removal, encapsulation or other remediation is required by applicable laws, the Sublessor immediately and with all due diligence and at no expense to the Sublessee shall take all measures necessary to comply with all applicable laws and to remove such hazardous substances or asbestos from the Shopping Center and/or encapsulate or remediate such hazardous substances or asbestos, which removal and/or encapsulation or remediation shall be in compliance with all environmental laws and regulations, and the Sublessor shall repair and restore the Shopping Center at its expense. From the date such encapsulation, remediation and restoration is complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the subleased premises which, in the Sublessee’s reasonable judgement, cannot previously been be safely, economically or practically used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information the operation of the Sublessee’s business. Anything herein to the contrary contained notwithstanding, if in the Phase I Environmental Site Assessment prepared Sublessee’s reasonable judgement, such removal, encapsulation, remediation and restoration cannot be completed within one hundred eighty (180) days or the same is not actually completed by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of Sublessor within such one hundred eighty (180) day period following the date of such hazardous substances or asbestos are discovered, and such condition materially adversely affects Sublessee’s ability to conduct normal business operations in the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingpremises, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) Sublessee may terminate this Agreement Sublease by written notice to Sellerthe Sublessor within thirty (30) days after such 180 day period, whereupon the Xxxxxxx Money which notice shall be immediately returned by Escrow Agent effective on Sublessor’s receipt thereof. Sublessor shall comply with OSHA 29 CFR 1910.1001 (j) to Purchasernotify tenants, including Sublessee, of asbestos related activities in the subleased premises and the Shopping Center including, but not limited to, selection of the certified/licensed asbestos abatement contractor, scope of the abatement work, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days final clearance testing procedures and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedresults.

Hazardous Substances. To Seller's actual knowledgeThe term “Hazardous Substances”, without -------------------- independent investigation as used in this Lease will mean pollutants, contaminants, toxic or imputation hazardous wastes, or any other substances, the removal of knowledge which is required or the use of which is restricted, prohibited or penalized by any “Environmental Law”, which term will mean any federal, state or local law or ordinance relating to pollution or protection of the environment. Tenant hereby agrees that (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape activity will be conducted on the PropertyPremises that will produce any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities (“Permitted Activities”) provided the Permitted Activities are conducted in accordance with all Environmental Laws; (ii) no underground the Premises will not be used in any manner for the storage tanks of any Hazardous Substances except for any temporary storage of such materials that are located on used in the Property or were located on the Property ordinary course of Tenant’s business (“Permitted Materials”), provided such Permitted Materials are properly stored in a manner and subsequently removed or filled, location meeting all Environmental Laws; (iii) Seller has received no written notice of Tenant will not permit any proposedHazardous Substances to be brought onto the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous except for the Permitted Materials, and (vi) if so brought or found thereon, the Property has not previously been used as a landfillsame shall be immediately removed, cemeterywith proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Tenant will Indemnify and Defend Landlord against Claims of any nature arising from or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as result of the date violation of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall 20 by Tenant. The foregoing indemnification will survive Closing for a period the termination or expiration of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedthis Lease.

Hazardous Substances. To Seller's actual knowledgeExcept for Landlord’s obligations expressly described in Sections 22.B. hereof, Tenant shall comply, at its sole expense, with all laws relating to the protection of public health, safety and welfare and with all environmental laws in its use, occupancy and operation of the Premises. Tenant agrees that no Hazardous Substances (as hereinafter defined) shall be used, located, stored or processed on the Premises or be brought into the Building by Tenant, other than office and cleaning supplies which are customarily located within office space in Comparable Buildings in Submarket (and then, only to the extent such cleaning supplies are stored and used in accordance with all applicable Laws). Tenant further agrees that no Hazardous Substances will be released or discharged from the Premises (including, but not limited to, ground water contamination). The term “Hazardous Substances” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without -------------------- independent limitation PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or during the Term included under or regulated by any environmental Laws. In the event that Tenant is notified of any investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice violation of any proposedenvironmental law arising from Tenant’s activities at the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect Tenant shall promptly deliver to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, Landlord a copy of which such notice. In such event or in the event Landlord, in good faith, believes that a violation of environmental Law exists arising based upon Tenant’s activities, Landlord may, upon notice to Tenant, conduct such tests and studies relating to compliance by Tenant with environmental Laws or the alleged presence of Hazardous Substances upon the Premises as Landlord reasonably deems necessary or desirable, and to the extent any such tests and studies indicate non compliance by Tenant with environmental laws or the presence of Hazardous Substances upon the Premises based upon Tenant’s activities, then such tests and studies shall be completed at Tenant’s expense. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has been furnished not, and shall not be deemed to Purchaser. At Closinghave, Seller shall represent and warrant assumed any responsibility to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct Tenant or any other party for compliance with environmental laws, as a result of the date exercise, or non exercise of the Closing in such rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, shareholders, agents, employees, successors and assigns, from and against any and all material respectsloss, except for any changes claim, expense, liability and costs (including reasonable attorneys' fees) arising out of or in any such representations way related to the presence of any Hazardous Substance introduced to the Premises during the Term by Tenant, its agents, employees, contractors or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrenceinvitees. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.B.

Hazardous Substances. To Seller's actual knowledge4.10.1 Except as set forth in Exhibit G-5: (a) Borrower, without -------------------- independent investigation or imputation with respect to the Real Property, is not and has not in the past received written notice that it has been in violation of knowledge any Hazardous Substance Law which violation could reasonably be expected (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed ofto result in a material liability to, or allowed to escape on the Propertymaterial Environmental Claims against, Borrower or its properties and assets, (ii) no underground storage tanks are located on to result in an inability of Borrower to perform its obligations under the Property or were located on the Property and subsequently removed or filledOperative Documents, (iii) Seller has received no written notice to materially and adversely interfere with the continuing operation of the Project, or (iv) to materially and adversely impair the fair market value of any proposedMortgaged Property; (b) neither Borrower nor, to Borrower’s knowledge, any other Person has used, Released, threatened to Release, generated, manufactured, produced or existing investigationstored in, administrative orderon, consent order and agreement, litigationunder, or settlement with respect to Hazardous Materials, and (vi) about the Property has not previously been used as a landfill, cemeteryReal Property, or as a dump for garbage transported thereto or refuse; except, howevertherefrom, any information Hazardous Substances that could reasonably be expected to subject any Secured Party to liability, or Borrower to material liability, under any Hazardous Substance Law; (c) to Borrower’s knowledge, there are no underground tanks, whether operative or temporarily or permanently closed, located on the contrary contained Real Property; (d) to Borrower’s knowledge, there are no Hazardous Substances used, stored or present at or on the Real Property, except in compliance with Hazardous Substance Laws and other Legal Requirements or as disclosed in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & AssociatesReport; (e) to Borrower’s knowledge, Inc.there are no Hazardous Substances that could reasonably be expected to migrate onto the Real Property, issued April 17except as disclosed in the Phase I Environmental Report; and (f) to Borrower’s knowledge, 1997there neither is nor has been any condition, circumstance, action, activity or event that could reasonably be expected to be, or result in, a copy material violation by Borrower of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementHazardous Substance Law, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent result in liability to Purchaser, and thereafter the parties hereto shall have no further rights any Secured Party or obligations hereunder, except only for such rights material liability to Borrower under any Hazardous Substance Law or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedother material Environmental Claims against Borrower or any Secured Party.

Hazardous Substances. To Seller's actual The Grantor warrants, covenants and represents that to the best of its knowledge, without -------------------- independent investigation after reasonable inquiry and investigation, there does not exist in or imputation of knowledge (i) no Hazardous Materials have been dischargedunder the Leased Premises any pollutant, disbursed, released, stored, treated, generated, disposed oftoxic or hazardous waste or substance, or allowed any other material the release or disposal of which is regulated by any law, regulation, ordinance or code related to escape pollution or environmental contamination, other than those used in the normal course of Grantor's business and disposed of properly and except as disclosed on Schedule 1 attached hereto, and, that no part of the Leased Premises was ever used for any industrial or manufacturing purpose or as a dump, sanitary landfill, or gasoline service station, and that there exists on the PropertyLeased Premises no storage tanks, (ii) no underground storage tanks are located on the Property electrical transformers or were located on the Property and subsequently removed other equipment containing PCBs or filled, (iii) Seller material amounts of asbestos. The Grantor represents that it has received no summons, citations, directives, letters or other communications, written notice or oral, from any federal, state or local agency or department concerning the storing, releasing, pumping, pouring, emitting, emptying or dumping or the presence of any proposedpollutant, threatened toxic or existing investigationhazardous waste or substance on the Leased Premises. The Grantor covenants and agrees that it shall not, administrative ordernor shall it permit others to, consent order use the Leased Premises for the business of generating, transporting, storing, treating or disposing of any pollutant, toxic or hazardous waste or substance, other than those used in the normal course of Grantor's business and agreementdisposed of properly, litigationnor shall it either take or fail to take any action which may result in a release of any hazardous substance from or onto the Leased Premises. The Grantor further covenants and agrees that it shall comply, and maintain the Leased Premises in compliance, with any and all federal, state and local hazardous waste and other environmental laws, rules, regulations and orders. In addition to all rights of access granted the Beneficiary pursuant to this Indenture, during the term of the loan contemplated hereby, the Beneficiary, or settlement with respect to Hazardous Materialsany authorized agent, and (vi) the Property has not previously been used as a landfill, cemetery, contractor or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as representative of the date of Beneficiary, is hereby irrevocably authorized to enter upon the Closing in all material respects, except for Leased Premises at any changes in any such representations or warranties that occur prior to Closing time and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations for the purpose of performing inspections, taking soil borings or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementother borings, or (ii) terminate this Agreement by written notice conducting any other tests or procedures on, in or about the Leased Premises as the Beneficiary deems necessary or appropriate to Sellerdetermine whether any hazardous or toxic substances, whereupon including without limitation asbestos or PBS, are present on, under or about the Xxxxxxx Money shall be immediately returned by Escrow Agent Leased Premises. The Grantor agrees to Purchaserindemnify and to hold the Beneficiary harmless from any and all claims, causes of action, damages, penalties, and thereafter costs (including, but not limited to, attorneys' fees, consultants' fees and related expenses) which may be asserted against, or incurred by, the parties hereto Beneficiary resulting from or due to release of any hazardous substance or waste on the Leased Premises or arising out of any injury to human health or the environment by reason of the condition of or past activity upon the Leased Premises. The Grantor's duty to indemnify and hold harmless includes, but is not limited to, proceedings or actions commenced by any person (including, but not limited to, any federal, state, or local governmental agency or entity) before any court or administrative agency. The Grantor further agrees that pursuant to its duty to indemnify under this section, the Grantor shall have no further rights or obligations hereunder, except only for such rights or obligations that, indemnify the Beneficiary against all expenses incurred by the express terms hereof, Beneficiary as they become due and not waiting for the ultimate outcome of the litigation or administrative proceeding. The Grantor's obligations to indemnify and hold the Beneficiary harmless hereunder shall survive any termination repayment of the Secured Indebtedness and satisfaction or foreclosure of this Agreement. The provisions Deed of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedTrust.

Hazardous Substances. To Seller's actual Concurrently with the execution hereof, Borrower warrants and represents to Bank that, to the best of Borrowers knowledge, without -------------------- the SLF and all real property, now or previously owned by Borrower during the period of Borrowers ownership, and are not now being used in violation of any federal, state or local environmental law, ordinance or regulation; that no proceedings have been commenced, or notices(s) received, concerning any alleged violation of any such environmental law, ordinance or regulation. Borrower covenants that it shall not permit any such materials to be brought onto the SLF or any other real property owned by Borrower, or if so brought or found located thereon, shall be immediately removed with proper disposal, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all applicable laws, ordinances and regulations. Borrower herein indemnifies and holds Bank harmless against any loss, claim or costs incurred by Bank in connection with the warranties granted herein. Borrowers obligations hereunder shall survive any proceeding to enforce Bank's rights under the Loan Documents. If the Bank has reasonable belief of the existence of an environmental problem or if required by any banking regulation, but no more frequently than once each calendar year, the Bank may in its reasonable discretion, at its election, obtain one or more environmental assessments of the Land prepared by a geohydrologist, an independent investigation engineer, or imputation of knowledge other qualified consultant or expert approved by Bank evaluating or confirming (i) no whether any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substances are present in the soil or allowed to escape on water at the Property, Land and (ii) no underground whether the use and operation of the Land complies with all applicable Environmental Laws relating to air quality, environmental control, release of oil, hazardous materials, hazardous wastes and hazardous substances, and any and all other applicable environmental laws. Environmental assessments may include detailed visual inspection as to the Land including, without limitation, any and all storage tanks areas, storage tanks, drains, dry wxxxx, and leasing areas and the taking of soil samples, surface water samples, and ground water samples, as well as such other investigations or analyses as are located necessary or appropriate for a complete determination of the compliance of the Land and the use and operation thereof with all applicable Environmental Laws. Such environmental assessment shall be the sole cost and expense of Borrower. In the event that it is determined that additional tests and/or remediation are necessary as a result of the aforesaid assessments, or in the event such additional testing or remediation is recommended by the aforesaid assessments, Borrower agrees to immediately perform the tests or undertake the remediation as recommended. In the event contamination or other environmental problem is found on the Property or were located on Land and Borrower does not promptly undertake the Property remediation as recommended, Borrower shall be in default hereunder. Bank shall use best efforts to keep and subsequently removed or filledmaintain matters set forth in any hazardous substances notices and/or environmental assessments confidential by and among the Bank's employees, (iii) Seller has received no written notice of any proposedagents, threatened or existing investigation, administrative order, consent order representatives and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuseassigns; exceptexcepting, however, any information when required by operation of law to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in report any such representations or warranties that occur prior matters contained therein to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedgovernmental agency.

Hazardous Substances. To Seller's actual knowledgeExcept for Pre-Existing Hazardous Substances, without -------------------- independent investigation during the Term, Tenant and/or the Tenant Parties shall not allow the presence in or imputation about the Premises of knowledge (i) no any Hazardous Materials have been dischargedSubstance in any manner that could be a detriment to the Premises or in violation of any Environmental Laws. Tenant and/or the Tenant Parties shall not allow any Hazardous Substances, disbursedincluding Pre-Existing Hazardous Substances, releasedto migrate off the Premises and shall not allow the release, storedspill, treateddischarge, generatedleak, disposed ofemission, injection, escape, migration, or allowed dumping in, on, about, from or adjacent to escape on the PropertyPremises (including, (iibut not limited to, storm drains, sanitary sewer systems, surface waters, soils, underground waters or air) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposedHazardous Substances onto the Premises or adjacent surface waters, threatened or existing investigationsoils, administrative order, consent order and agreement, litigationunderground waters, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuseair in violation of Environmental Laws; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in neither Tenant nor any of the exercise of commercially reasonable due diligence shall not survive Closing but Tenant Parties shall be merged into responsible for any passive migration of Pre-Existing Hazardous Substances onto the delivery Property from off-Property areas or from the Property to off-Property areas unless such migration was directly caused or exacerbated by an act or omission of Tenant and/or the Tenant Parties. To the extent applicable, but not with respect to Pre-Existing Hazardous Substances (which shall remain the sole responsibility of the Special Warranty DeedPort), Tenant shall provide the Port with Tenant and/or the Tenant Parties’ USEPA Waste Generator Number(s) and, upon request, copies of all Safety Data Sheets (SDS) for all Hazardous Substances used or stored on the Premises, Generator Annual Dangerous Waste Reports, environmentally related regulatory permits or approvals (including revisions or renewals), and any correspondence Tenant and/or the Tenant Parties receives from, or provides to, any governmental unit or agency in connection with their handling of Hazardous Substances or the presence, or possible presence, of any Hazardous Substance in, on, about, or migrating from the Premises. Tenant and/or the Tenant Parties shall promptly report any spills or emissions of Hazardous Substances to the Port and, as required by applicable Environmental Laws, to the appropriate regulatory authorities.

Hazardous Substances. To Seller's actual knowledgeThe term "Hazardous Substances," as used in this Lease, without -------------------- independent investigation shall mean pollutants, contaminants, toxic or imputation of knowledge (i) no Hazardous Materials have been dischargedhazardous wastes, disbursed, released, stored, treated, generated, disposed ofmaterials, or allowed substances, the removal of which is required or the use or storage of which is restricted, prohibited, regulated or penalized by any "Environmental Law." The term "Environmental Law" shall mean any federal, state, or local law, regulation, code, or ordinance relating to escape pollution or protection of the environment. Tenant agrees that no activity will be conducted by any Tenant Party on or about the PropertyLeased Premises or Property that will produce any Hazardous Substance (excluding normal cleaning supplies of types and in quantities customarily used and stored in connection with a business similar to the Permitted Uses, (ii) no underground provided such use and storage tanks are located on in compliance with any Environmental Law); the Property or were located on Leased Premises will not be used in any manner for the Property and subsequently removed or filled, (iii) Seller has received no written notice storage of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) Substances; no portion of the Property has not previously been Leased Premises will be used as a landfilllandfill or a dump; Tenant will not install any underground tanks of any type; Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, cemeteryor with the passage of time may constitute, a public or private nuisance; and Tenant will not permit any Hazardous Substances to be brought into the Leased Premises. If any such Hazardous Substance is so brought or found located in or on the Leased Premises, the same shall be immediately removed by Tenant, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws, by Tenant, at Xxxxxx's sole expense. If, at any time during or after the Term Tenant shall, by act or omission, breach any of its obligations under this Section 12.1, Tenant shall indemnify, defend and hold harmless Landlord from any and all claims, demands, actions, liabilities, penalties, fines, causes, damages, losses (including any loss in fair market value) and obligations of any nature (including attorneys' fees and litigation costs) arising from, caused by, relating to, or as a dump for garbage result thereof. The foregoing indemnification shall survive the expiration or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge Seller hereby represents and warrants to Buyer that (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, Real Estate is not contaminated with any hazardous substance; (ii) Seller has not caused and will not cause, and to the best of Seller's knowledge, there never has occurred, the release of any hazardous substance on the Real Estate; (iii) the Real Estate is not subject to any federal, state or local "superfund" lien, proceedings, claim, liability or action, or the threat or likelihood thereof, for the cleanup, removal, or remediation of any such hazardous substance from the Real Property or from any adjacent real property owned or controlled by Seller or in which Seller has any interest, legal or equitable; (iv) there is no asbestos (or other regulated material) in any of the Improvements; (v) there are no underground storage tanks are located on the Property Real Estate;(vi) by leasing the Real Estate, Buyer will not incur or were located on be subjected to any "superfund" liability for the Property cleanup, removal or remediation of any hazardous substance from the Real Estate or any liability, cost, or expense for the removal of any asbestos or underground storage tank from the Real Estate; and subsequently removed or filled, (iiivii) Seller has received no written notice will indemnify, defend, and hold Buyer harmless from and against any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, cost and expense (including, without limitation, attorneys fees) arising or resulting from, or suffered, sustained or incurred as a result of, the material untruth or inaccuracy of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) of the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all foregoing representations and warranties of Seller Seller, which indemnity shall survive the closing. The terms "hazardous substance," "release" and "removal" as used herein shall have the same meaning and definition as set forth in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's optionparagraphs (14), (i22) close and consummate the transaction contemplated by this Agreement(23), or (ii) terminate this Agreement by written notice to Sellerrespectively, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaserof Title 42 US.C. ss.9601 and under any applicable Michigan law provided, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations the term "hazardous substance" as used herein also shall include "hazardous waste" as defined in paragraph (5) of 42 U.S.C. ss.6903 and warranties covering matters which could "petroleum" as defined in paragraph (8) of 42 U.S.C. ss.6991. The term "superfund" as used herein means the Comprehensive Environmental Response, Compensation and Liability Act, as amended, being Title 42 U.S.C. ss.9601 et seq., as amended, and any similar state statute or local ordinance applicable to the Property, and all rules and regulations promulgated, administered and enforced by any governmental agency or authority pursuant thereto. The term "underground storage tank" as used herein shall have been discovered by Purchaser prior to Closing the same meaning and definition as set forth in the exercise paragraph (1) of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed42 U.S.C. ss.6991, and applicable Michigan law.

Hazardous Substances. To SellerTenant agrees that it will not on, about, or under the Leased Premises, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant's actual knowledgebusiness in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, without -------------------- independent investigation and will cause the Leased Premises to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or imputation of knowledge asbestos-containing materials are present in or at the Leased Premises ("Asbestos"), Tenant shall: (i) no Hazardous Materials have been dischargedprepare, disbursedmaintain and timely comply with an asbestos operations and maintenance plan (an "O&M Plan") and shall provide a copy of the O&M Plan to Landlord and, releasedupon request of Landlord or Lender, stored, treated, generated, disposed of, or allowed promptly provide periodic updates as to escape on the Propertyprogress and satisfaction of such O&M Plan, (ii) no underground storage tanks are located on prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall xxxxx said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the Property or were located on the Property and subsequently removed or filleddiscovery thereof, (iii) Seller has received no comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan. To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on the Leased Premises and whether or not arising out of or in any manner connected with Tenant's occupancy of the Leased Premises during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any proposednature whatsoever, threatened or existing investigationlosses, administrative orderdamages, consent order penalties, expenses, fees, claims, costs (including response and agreementremedial costs), and liabilities, including, but not limited to, reasonable attorneys' fees and costs of litigation, arising out of or settlement in any manner connected with (i) the violation of any Environmental Law with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, Leased Premises or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as prior ownership of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or Leased Premises; (ii) terminate the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Agreement by written notice Paragraph 26, Hazardous Materials from, on or to Sellerthe Leased Premises or any portion or portions thereof, whereupon including any past or current Release and any Release or threatened release during the Xxxxxxx Money shall be immediately returned by Escrow Agent to PurchaserInitial Term or any Renewal Term, and thereafter whether or not arising out of or in any manner connected with Tenant's occupancy of the parties hereto shall have no further rights Leased Premises during the Initial Term or obligations hereunder, except only for such rights any extension or obligations that, by the express terms hereof, survive any termination of this AgreementRenewal Term. The provisions of this Section 8 shall survive Closing for a period of 90 days and Tenant agrees that it will not be merged into install any underground or above-ground storage tank at the delivery of Leased Premises without specific, prior written approval from the Special Warranty Deed, provided however, Landlord. The Tenant agrees that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing it will not store combustible or flammable materials on the Leased Premises except in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedcompliance with all applicable Environmental Laws.

Hazardous Substances. To Seller's actual knowledgeWith respect to Tenant’s use of the Premises, without -------------------- independent investigation Tenant shall at all times, at its own cost and expense, comply with all federal, state and local laws, ordinances, regulations and standards relating to the use, analysis, production, storage, sale, disposal or imputation transportation of knowledge any hazardous materials (“Hazardous Substance Laws”), including oil or petroleum products or their derivatives, solvents, PCB’s, explosive substances, asbestos, radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, contaminating or pollution materials (“Hazardous Substances”) which are now or in the future subject to any governmental regulation. Prior to commencing use of the Premises for any business or activity involving production, storage, use or distribution of (a) any Hazardous Substance, or (b) products or materials which (i) no include any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, Substances as a component and (ii) no underground storage tanks are located which, if an accident occurred, might result in the release or discharge of any Hazardous Substance, Tenant shall secure Landlord’s prior written approval which such approval may be withheld in Landlord’s sole discretion. Tenant shall cause any Hazardous Substances to be removed from the Premises for disposal and to be transported solely by duly licensed Hazardous Substances transporters to duly licensed facilities for final disposal to the extent required by and in accordance with applicable Hazardous Substances Laws, and shall deliver to Landlord copies of any hazardous waste manifest reflecting the proper disposal of such substances. Except in emergencies or as otherwise required by law, Tenant shall not take any remedial action in response to the presence or release of any Hazardous Substances on or about the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no Premises without first giving written notice of the same to Landlord. Tenant shall not enter into any proposed, threatened or existing investigation, administrative ordersettlement agreement, consent order and agreement, litigation, decree or settlement other compromise with respect to any claims relating to any Hazardous Materials, Substances in any way connected with the Premises without first notifying Landlord of Tenant’s intention to do so and (vi) affording Landlord the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information opportunity to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes participate in any such representations or warranties that occur prior to Closing proceedings. All costs and that are disclosed expenses incurred by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is Landlord in connection with any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money environmental audit shall be immediately returned paid by Escrow Agent to Purchaser, Landlord (and thereafter the parties hereto shall have no further rights or obligations hereundermay be included in Operating Expenses), except only for that if any such rights or obligations that, by environmental audit shows that Tenant has failed to comply with the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days Section, or that the Premises (including surrounding soil and not be merged into any underlying or adjacent groundwater) have become contaminated due to the delivery operations or activities in anyway attributable to Tenant, then all of the Special Warranty Deed, provided however, that representations costs and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise expense of commercially reasonable due diligence shall not survive Closing but such audit shall be merged into the delivery of the Special Warranty Deedpaid by Tenant.

Hazardous Substances. To SellerWith respect to Tenant's actual knowledgeuse of the Building Complex, without -------------------- independent investigation Tenant shall at all times, at its own cost and expense, comply with all federal, state and local laws, ordinances, regulations and standards relating to the use, analysis, production, storage, sale, disposal or imputation transportation of knowledge any hazardous materials (i"Hazardous Substance Laws"), including oil or petroleum products or their derivatives, solvents, PCB'S, explosive substances, asbestos, radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, contaminating or pollution materials ('Hazardous Substances") no which are now or in the future subject to any governmental regulation. Tenant shall not generate, store or dispose of any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substances other than commonly used general office and cleaning supplies in or allowed to escape on the PropertyLeased Premises or the Building Complex. Except in emergencies or as otherwise required by law, (ii) no underground storage tanks are located Tenant shall not take any remedial action in response to the presence or release of any Hazardous Substances on or about the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no Building Complex without first giving written notice of the same to Landlord. Tenant shall not enter into any proposed, threatened or existing investigation, administrative ordersettlement agreement, consent order and agreement, litigation, decree or settlement other compromise with respect to any claims relating to any Hazardous Materials, Substances in any way connected with the Building Complex without first notifying Landlord of Tenant's intention to do so and (vi) affording Landlord the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information opportunity to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes participate in any such representations proceedings. All costs and expenses incurred by Landlord in connection with any environmental audit shall be paid by Landlord (and may be included in Operating Expenses unless such audit is being 33 -30- conducted because the Building Complex is being sold, transferred, or warranties mortgaged), except that occur prior if any such environmental audit shows that the Tenant has materially failed to Closing comply with the provisions of this Section, or that the Building Complex (including surrounding soil and that are disclosed any underlying or adjacent groundwater) have become contaminated due to the operations or activities in any way materially attributable to Tenant, then all of the costs and expenses of such audit shall be paid by Seller Tenant. In the event Tenant's occupancy or conduct of business in or on the Leased Premises, whether or not Landlord has consented to Purchaser the same, results in any increase in premiums for the insurance carried from time to time prior by Landlord with respect to Closing upon their occurrence. If there is the Building, Tenant shall pay any material and adverse change such increase in any representations or warranties and Seller elects not cure or correct premiums as Rent within fifteen (15) days after bills for such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money additional premiums shall be immediately returned rendered by Escrow Agent to PurchaserLandlord. In determining whether increased premiums are a result of Tenant's use or occupancy of the Leased Premises, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, a schedule issued by the express terms hereoforganization computing the insurance rate on the Building showing the various components of such rate, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery conclusive evidence of the Special Warranty Deed, provided however, that representations several items and warranties covering matters charges which could have been discovered by Purchaser prior to Closing in the exercise of commercially make up such rate. Tenant shall promptly comply with all reasonable due diligence shall not survive Closing but shall be merged into the delivery requirements of the Special Warranty Deedinsurance authority or of any insurer now or hereafter in effect relating to the Leased Premises.

Hazardous Substances. To Seller's actual knowledgeThe term “Hazardous Substance” as used in this Sub-Lease shall mean any product, substance, chemical material or waste the presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the PREMISES, of which is either: (a) potentially injurious to the public health, safety or welfare, the environment or the PREMISES; (b) regulated or monitored by any governmental authority; or (c) a basis for liability of LESSOR to any governmental agency or third party under any applicable statute or common law theory. LESSEE shall not engage in any activity in, on or about the PREMISES which constitutes a Reportable Use of Hazardous Substances without -------------------- independent investigation or imputation the prior express written consent of knowledge (i) no Hazardous Materials have been dischargedLESSOR, disbursedwhich LESSOR may, releasedin its sole discretion, storedrefuse, treated, generated, disposed ofand LESSEE shall comply in a timely manner at LESSEE’s sole cost and expense with all applicable laws. LESSEE shall be required to immediately notify LESSOR in writing if LESSEE knows, or allowed has reasonable cause to escape on believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in, on, under or about the PropertyPREMISES. LESSEE shall, (ii) no underground storage tanks are located on at LESSEE’s sole cost and expense, fully, diligently and in a timely manner comply with all Applicable Law, which term is used in this Sub-Lease to include all laws, regulations, rules, ordinances, directives, covenants, easements and restrictions of record, permits, the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice requirements of any proposedapplicable fire insurance underwriter or rating bureau and the recommendations of LESSOR’s engineers and/or consultants relating in any manner to the PREMISES, threatened now in effect or which may hereafter come into effect, and whether or not reflecting a change in policy from any previously existing policy. LESSOR and LESSOR’s agents shall have the right to enter the PREMISES at any time in the case of an emergency and, otherwise, at reasonable times for the purpose of inspecting the condition of the PREMISES and for verifying compliance by LESSEE specifically with the provisions of this paragraph 6. LESSEE shall indemnify, protect, defend and hold LESSOR, its agents, employees, lenders and Master Lessor to LESSOR, and the PREMISES, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and attorney’s and consultant’s fees arising out of or involving any Hazardous Substance brought onto the PREMISES by or for LESSEE or under LESSEE’s control. LESSEE’s obligations under this paragraph 6 shall include, but not be limited to, the effects of any contamination or injury to person, property or environment created or suffered by LESSEE, and the cost of investigation, administrative orderincluding consultant’s and attorney’s fees and testing, consent order and agreementremoval, litigationremediation, restoration and/or abatement thereof, or settlement any contamination therein involved, and shall survive the expiration or earlier termination of this Sub-Lease. No Termination, Cancellation or Release Agreement entered into by LESSOR and LESSEE shall release LESSEE from its obligations under this Sub-Lease with respect to Hazardous MaterialsSubstances, and (vi) unless specifically so agreed by LESSOR in writing at the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy time of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.

Hazardous Substances. To Seller's actual knowledge(a) Contractor shall transport and handle all Hazardous Substances that Contractor or any of its Subcontractors brings to the Site in accordance with all applicable Environmental Laws. Contractor and its Subcontractors shall label Hazardous Substances that each brings to the Site and shall train their personnel in the safe usage and handling of such Hazardous Substances, without -------------------- independent investigation including any training that is required by Applicable Law. Contractor shall bear all costs and expenses and shall be solely liable for any reporting, response, removal, transportation, disposal, investigation, cleanup or imputation other investigatory, remedial, or corrective action (in all cases by licensed, insured, competent and professional contractors in a safe manner and in accordance with Applicable Law) required by any Applicable Law, including Environmental Laws, as a result of knowledge any Hazardous Substances that are brought on, transported to, handled, treated, released, generated, disposed, discharged, used or stored on or at the Site by Contractor or any of its Subcontractors or any Person for whom any of them may be responsible. As between Owner and Contractor, Owner shall be liable (and shall arrange) for the reporting, response, removal, transportation, disposal, investigation, cleanup or other investigatory, remedial, or corrective action (in all cases by licensed, insured, competent and professional contractors in a safe manner and in accordance with Applicable Laws) required by any Applicable Law, including Environmental Laws, as a result of (i) no any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information Substances properly brought to the contrary contained Site by Contractor or its Subcontractors in quantities reasonably necessary for the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy performance of the Work of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as Owner had knowledge of the date same and which were subsequently released or discharged by Owner (but only to the extent of the Closing in all material respects, except such release or discharge by Owner or for any changes in any such representations Person for whom Owner may be liable other than Contractor or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (iits Subcontractors) close and consummate the transaction contemplated by this Agreement, or (ii) terminate any Pre-Existing Hazardous Substances existing at the Site as of the Effective Date (except to and only to the extent Contractor, its Subcontractors or any Person for whom any of them may be responsible had knowledge of the same and subsequently released, discharged or exacerbated the same). Contractor shall not commence or continue any construction activities on any portion of the Site on, in or under which remedial actions related to such Hazardous Substances are to be (or are being) performed until such actions are to the point where Contractor’s construction activities will not interfere with such remedial actions. The terms and provisions of this Agreement by written notice to Seller, whereupon Section 2.24 shall survive the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights expiration or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.

Hazardous Substances. To Seller's actual knowledgeThe term "Hazardous Substances." as used in this Lease shall mean all pollutants, without -------------------- independent investigation contaminants, toxic or imputation hazardous wastes or any other substances, the use and/or removal of knowledge which is required or the use of which is restricted, prohibited or penalized by an "Environmental Law " which term shall mean any federal, state or local law ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises that will produce any Hazardous Substances, except for such activities that are a part of the ordinary course of the Tenant's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Landlord and Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Tenant's business (the "Permitted Materials") provided such Permitted Materials are properly used, stored and disposed of in a manner and location meeting all Environmental Laws and said Permitted Materials have been dischargedapproved in advance in writing by Landlord, disbursedand Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Tenant will not install any underground tanks of any type; (v) Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, releasedor with the passage of time may constitute, a public or private nuisance; (vi) Tenant will not permit Hazardous Substances to be brought onto the Premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws at Tenant's sole cost and expense. Landlord or Landlord's representative shall have the right but not the obligation to enter the Premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Landlord's sole opinion, that said Permitted Materials are being improperly stored, treated, generated, used or disposed of, then Tenant shall immediately take such corrective action as requested by Landlord. Should Tenant fail to initiate such corrective action within forty-eight (48) hours, Landlord shall have the right to perform such work on Tenant's behalf and at Tenant's sole expense, and Tenant shall promptly reimburse Landlord for any and all costs associated with said work. If at any time during or allowed after the Term of the Lease, the Premises is found to escape on the Propertybe so contaminated or subject to said conditions caused by Tenant, (ii) no underground storage tanks are located on the Property or were located on the Property Tenant shall diligently institute proper and subsequently removed or filledthorough cleanup procedures at Tenant's sole cost, (iii) Seller has received no written notice and Tenant agrees to indemnify and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, nature arising from or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as result of the date use of the Closing in all material respects, except for any changes in any such representations Premises by Tenant. The foregoing indemnification and the responsibility of Tenant shall survive the termination or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination expiration of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual knowledgeAt no time shall any explosives, petroleum (including crude oil), radioactive materials, hazardous wastes, toxic substances or related materials, including, without -------------------- independent investigation limitation, any asbestos, asbestos containing materials, PCB’s or imputation any substances defined as or included in the definition of knowledge “hazardous substances,” “hazardous waste,” “hazardous materials,” or “toxic substances” (icollectively, “Hazardous Substances”), under Federal, state or local law, ordinance or regulation dealing with or otherwise pertaining to toxic or hazardous substances, wastes or materials (collectively, the “Hazardous Substances Laws”) no Hazardous Materials have been dischargedbe used, disbursedgenerated, releasedmanufactured, stored, treated, generated, disposed ofreleased by Subtenant (or within Subtenants reasonable control), or allowed disposed of in, on, under or about the Subleased Premises by Subtenant or be transported to escape on or from the PropertySubleased Premises by Subtenant or be transported to or from the Subleased Premises by Subtenant, (ii) no underground storage tanks are located on except as such Hazardous Substances may be required to be used, stored or transported in connection with the Property or were located on the Property permitted uses of Subleased Premises and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information then only to the contrary contained extent and in the Phase I Environmental Site Assessment prepared manner permitted by Xxxxxxxx & Associateslaw after obtaining all necessary permits and licenses therefor. Notwithstanding the foregoing, Inc.Subtenant shall have the right, issued April 17without prior consent of Sublandlord or Master Landlord, 1997to utilize within the Subleased Premises reasonable quantities of ordinary and general office supplies such as copier toner, a copy liquid paper, glue, ink and common household cleaning materials (some or all of which has been furnished may constitute “Hazardous Substances” under this Sublease). Subtenant shall provide to Purchaser. At Closing, Seller shall represent and warrant Sublandlord a list of all Hazardous Substances introduced by Subtenant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur Subleased Premises prior to Closing and that are disclosed by Seller the introduction of such Hazardous Substances to Purchaser from time to time prior to Closing the Subleased Premises and, upon their occurrenceSublandlord’s request, shall provide Sublandlord with a Material Safety Data Sheet for each such substance. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to ClosingFor purposes of this Section, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money Subtenant shall be immediately returned by Escrow Agent deemed to Purchaserinclude its agents, invitees and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedtrespassers.

Hazardous Substances. To Seller's actual knowledgeTenant shall comply, without -------------------- independent investigation at its sole expense, with all Laws relating to the protection of public health, safety and welfare and with all environmental Laws in the use, occupancy and operation of the Premises. Tenant agrees that no Hazardous Substances (as hereinafter defined) shall be used, located, stored or imputation of knowledge processed on the Premises or be brought into the Building by Tenant except for (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, minor quantities of cleaning materials customary for office use and (ii) aerosol glue in quantities which are both safe and reasonably necessary for Tenant’s normal use in its production room, provided that the foregoing are handled, stored and disposed of in compliance with all applicable Laws, and subject to the provisions of Section 6 of this Lease. Tenant further agrees that no underground storage tanks Hazardous Substances will be released or discharged from the Premises (including, but not limited to, ground water contamination), except that aerosol glue shall be vented directly from Tenant’s production room to the extent required by Law or by Landlord, and to the extent permitted by Law, by means of a venting system installed as part of the Tenant’s Work under the Workletter or pursuant to Section 14 of this Lease. The term “Hazardous Substances” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without limitation, PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are located on now or hereafter included under or regulated by any environmental Laws or that would pose a health, safety or environmental hazard. In the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice event that Tenant is notified of any proposedinvestigation or violation of any environmental Law arising from Tenant’s activities at the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect Tenant shall immediately deliver to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of environmental Law arising from Tenant’s activities exists, Landlord may conduct such tests and studies relating to compliance by Tenant with environmental Laws or the alleged presence of Hazardous Substances upon the Premises as Landlord deems desirable, all of which shall be completed at Tenant’s expense. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has been furnished not, and shall not be deemed to Purchaser. At Closinghave assumed any responsibility to Tenant or any other party for compliance with environmental Laws, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as a result of the date exercise, or non-exercise of such rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, partners, agents, employees, successors and assigns (collectively, the Closing in “Landlord Parties”), from and against any and all material respectsloss, except for any changes claim, expense, liability and cost (including attorneys’ fees) arising out of or in any way related to the presence of any Hazardous Substance introduced to the Premises during the Term by Tenant or its employees, agents, servants, subtenants or contractors. Landlord agrees, as to any Hazardous Substances (as now defined) existing in the Premises on the date hereof, to remove or otherwise remediate such representations or warranties that occur prior Hazardous Substances if and to Closing and that are disclosed the extent required by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser maylaw, at Purchaser's option, (i) close Landlord’s sole cost and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedexpense.

Hazardous Substances. To SellerExcept for Landlord's actual knowledgeobligations expressly described in Section 21.B., Tenant shall comply , at its sole expense, with all laws relating to the protection of public health, safety and welfare and with all environmental laws (hereinafter defined) in the use, occupancy and operation of the Premises. Tenant agrees that no Hazardous Substances (as hereinafter defined) shall be used, located, stored or processed on the Premises or be brought into the Building by Tenant, except for minor quantities of cleaning materials and other items not inconsistent with office use and, in any event, in compliance with all applicable laws. Tenant further agrees that no Hazardous Substances will be released or discharged from the Premises (including, but not limited to, ground water contamination). The term "HAZARDOUS SUBSTANCES" shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without -------------------- independent limitation PCB's, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or hereafter included under or regulated by any environmental laws or that would pose a health, safety or environmental hazard. If Tenant is notified of any investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice violation of any proposedenvironmental law arising from Tenant's activities at the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect Tenant shall immediately deliver to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, Landlord a copy of which has been furnished such notice. In such event or if Landlord reasonably believes that a violation of environmental law exists, Landlord may, upon notice to Purchaser. At ClosingTenant, Seller conduct such tests and studies relating to compliance by Tenant with environmental laws or the alleged presence of Hazardous Substances upon the Premises as Landlord reasonably deems necessary or desirable, and to the extent the tests and studies indicate non-compliance by Tenant with environmental laws or the presence of Hazardous Substances upon the Premises based upon Tenant's activities, then Tenant shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as pay the cost of the date tests and studies. Landlord's inspection and testing rights are for Landlord's own protection only, and Landlord has not, and shall not be deemed to have, assumed any responsibility to Tenant or any other party for compliance with environmental laws, as a result of the Closing in exercise or non-exercise of Landlord's rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, partners, agents, employees, successors and assigns, from and against any and all material respectsloss, except for any changes claim, expense, liability and costs (including attorneys' fees) arising out of or in any such representations way related to the presence of any Hazardous Substance introduced to the Premises during the Term by Tenant, its agents, employees, contractors, subcontractors, subtenants or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedinvitees.

Hazardous Substances. To Seller's actual knowledgeTenant shall not cause or permit any hazardous material to be brought upon, kept, or used in or about the Premises by Tenant, its agents, employees, contractors or invitees. If the Premises are, through Tenant’s fault, contaminated by hazardous materials, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including without limitation, diminution in value or useable space or of any amenity of the Premises), damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, attorney’s fees, consultants fees and expert fees (including any appeals) which arise during the lease term as a result of any such contamination. This indemnification by Tenant includes, without -------------------- independent limitation, costs incurred in connection with any investigation of site conditions or imputation any clean up, remediation, removal or restoration work required by any federal, state or local government agency or political subdivision because of knowledge (i) no Hazardous Materials have been dischargedhazardous material present in the soil or ground water on or under the Premises. Without limiting the foregoing, disbursed, released, stored, treated, generated, disposed of, or allowed to escape if the presence of any hazardous material on the PropertyPremises is detected, (ii) no underground storage tanks Tenant shall promptly take all actions at its sole expense as are located on necessary to return the Property Premises to the condition existing prior to the contamination or were located on introduction of such hazardous material to the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refusePremises; exceptprovided, however, that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld, so long as such actions would not potentially have any information material adverse effect on the Premises. As used herein, the term “hazardous materials” means any hazardous or toxic substance, material or waste, which is or becomes regulated by any local government authority, the State of Florida or the United States government. The term “hazardous material” includes, without limitation, any material or substance that is (1) defined as a “hazardous substance” under appropriate state law provisions, (2) petroleum, (3) asbestos, (4) designated as a “hazardous substance” pursuant to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as Section 311 of the date Federal Water Pollution Control Act (33 USC 1321), (5) defined as a hazardous waste pursuant to Section 1004 of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing Federal Resource Conservation and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's optionRecovery Act, (i42 USC 690), (6) close defined as a hazardous substance pursuant to Section 10 of the Comprehensive Environmental Response, Compensation and consummate the transaction contemplated by this AgreementLiability Act (42 USC 9601), or (ii7) terminate this Agreement by written notice defined as a regulated substance pursuant to SellerSub-Chapter VIII, whereupon Solid Waste Disposal Act (the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaserregulation of underground storage tanks), and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed(42 USC 4991).

Hazardous Substances. To Seller's actual knowledgeExcept for Landlord’s obligations expressly described in Section 21.B., Tenant shall comply , at its sole expense, with all laws relating to the protection of public health, safety and welfare and with all environmental laws (hereinafter defined) in the use, occupancy and operation of the Premises. Tenant agrees that no Hazardous Substances (as hereinafter defined) shall be used, located, stored or processed on the Premises or be brought into the Building by Tenant, except for minor quantities of cleaning materials and other items not inconsistent with office use and, in any event, in compliance with all applicable laws. Tenant further agrees that no Hazardous Substances will be released or discharged from the Premises (including, but not limited to, ground water contamination). The term “HAZARDOUS SUBSTANCES” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without -------------------- independent limitation PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or hereafter included under or regulated by any environmental laws or that would pose a health, safety or environmental hazard. If Tenant is notified of any investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice violation of any proposedenvironmental law arising from Tenant’s activities at the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect Tenant shall immediately deliver to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, Landlord a copy of which has been furnished such notice. In such event or if Landlord reasonably believes that a violation of environmental law exists, Landlord may, upon notice to Purchaser. At ClosingTenant, Seller conduct such tests and studies relating to compliance by Tenant with environmental laws or the alleged presence of Hazardous Substances upon the Premises as Landlord reasonably deems necessary or desirable, and to the extent the tests and studies indicate non-compliance by Tenant with environmental laws or the presence of Hazardous Substances upon the Premises based upon Tenant’s activities, then Tenant shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as pay the cost of the date tests and studies. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have, assumed any responsibility to Tenant or any other party for compliance with environmental laws, as a result of the Closing in exercise or non-exercise of Landlord’s rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, partners, agents, employees, successors and assigns, from and against any and all material respectsloss, except for any changes claim, expense, liability and costs (including attorneys’ fees) arising out of or in any such representations way related to the presence of any Hazardous Substance introduced to the Premises during the Term by Tenant, its agents, employees, contractors, subcontractors, subtenants or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedinvitees.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller Although Tenant has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as reviewed a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & ATC Associates, Inc.Inc. dated January 26, issued April 172011 (the “Entrance Assessment”) with respect to the Premises (and Landlord makes no representation or warranty regarding such report), 1997Landlord shall indemnify Tenant for losses incurred by Tenant resulting from the contamination of the Premises of Hazardous Materials to the extent Tenant establishes that the contamination existed on the Premises before the date of this Lease. Neither Tenant nor any of Tenant's Invitees may use, manufacture, store, or dispose of any Hazardous Materials anywhere within the Project, except in accordance with all Applicable Regulations and the Operations Plan, and only if all claims, liabilities and damages arising from such Hazardous Materials are either adequately covered (and the Hazardous Materials permitted) by Landlord’s insurance or covered (and the Hazardous Materials permitted) by supplemental insurance or endorsements appropriate to such use reasonably acceptable to Landlord. If the Premises is contaminated by any Hazardous Material following Landlord’s delivery of the Premises to Tenant, or if any part of the Project is contaminated by any Hazardous Material used by Tenant or Tenant’s Invitees, then (1) Tenant shall promptly notify Landlord in writing of such contamination, and (2) Landlord may elect to either (A) demand that Tenant perform all remediation required by Landlord (to Landlord's reasonable satisfaction and at Tenant's sole cost, necessary to return the Premises and Project to at least as good a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller condition as they were in this Agreement remain true and correct as of the date the Premises was delivered to Tenant, which Tenant shall immediately do upon receipt of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser notice from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementLandlord, or (iiB) terminate this Agreement by written notice proceed to Sellercause such investigation, clean-up, and remediation work which Landlord reasonably deems necessary or desirable to be undertaken, whereupon the Xxxxxxx Money entire cost thereof (plus a supervisory fee equal to five percent (5.0%) of such cost) will be payable by Tenant to Landlord upon demand as additional rent. If Tenant does not promptly commence and diligently pursue such remediation, then Landlord may perform or cause to be performed such remediation and Tenant shall immediately, upon demand, pay the cost thereof, plus a supervisory fee in the amount of five percent (5.0%) of such cost. Tenant's obligations and liability under this paragraph shall survive the termination of Tenant's tenancy and the Term of this Lease, except that nothing contained in this paragraph shall be immediately returned by Escrow Agent deemed to Purchaser, and thereafter impose liability on Tenant for any problem arising after the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination Term of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery Lease or later vacation of the Special Warranty DeedPremises by Tenant or Tenant’s Invitees, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior neither Tenant nor Tenant's Invitees contributed to Closing in such problem during the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery Term of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual knowledgeOpTerra ES will promptly provide written notice to Customer if OpTerra ES observes any Hazardous Substance, without -------------------- independent investigation as defined herein, at or imputation around the Facilities during the course of knowledge construction or installation of any equipment which have not been addressed as part of the Scope of Work. OpTerra ES shall have no obligation to investigate the Facilities for the presence of Hazardous Substances prior to commencement of any Work unless otherwise specified in the Scope of Work. Customer shall be solely responsible for investigating Hazardous Substances and determining the appropriate removal and remediation measures with respect to the Hazardous Substances. Customer shall be responsible for complying with all Applicable Laws with respect to the identification, removal and proper disposal of any Hazardous Substances known or discovered at or around the Facilities, and in such connection shall execute all generator manifests with respect thereto. OpTerra ES shall comply with all Applicable Laws in connection with the use, handling, and disposal of any Hazardous Substances in the performance if its Work. In connection with the foregoing, Customer shall provide OpTerra ES, within ten (10) business days of the execution of this Contract, a written statement that represents and warrants (i) no whether or not, to its knowledge, there are Hazardous Materials have been dischargedSubstances either on or within the walls, disbursed, released, stored, treated, generated, disposed ofceiling or other structural components, or allowed to escape on otherwise located in the PropertyWork area, including, but not limited to, asbestos-containing materials; (ii) whether or not, to its knowledge, no underground storage tanks conditions or situations exist at the Facilities which are located on the Property subject to special precautions or were located on the Property equipment required by federal, state, or local health or safety regulations; and subsequently removed or filled, (iii) Seller has received whether or not, to its knowledge, there are no written notice of any proposedunsafe working conditions at the Facilities. Customer shall indemnify, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materialsdefend, and hold OpTerra ES harmless from and against any and all claims and costs of whatever nature, including but not limited to, consultants' and attorneys' fees, damages for bodily injury and property damage, fines, penalties, cleanup costs, costs associated with delay or work stoppage, and third party claims (vi) the Property has not previously been used as a landfillhereinafter "Liability"), cemetery, that in any way result from or as a dump for garbage arise under such Customer owned or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent generated hazardous materials and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respectssubstances, except for any changes in any such representations or warranties that occur prior liabilities due to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementOpTerra ES’s, or (ii) terminate this Agreement by written notice to Sellerits subcontractors’, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaseragents representatives’, and thereafter the parties hereto employees', negligent or willful misconduct in handling, disturbance, or release of Hazardous Materials or Substances. This indemnification shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedContract.

Hazardous Substances. To SellerWith respect to Tenant's actual knowledgeuse of the Building Complex, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been dischargedTenant shall at all times, disbursedat its own cost and expense, releasedcomply with all federal, storedstate, treatedand local laws, generatedordinances, disposed ofregulations, and standards relating to the use, analysis, production, storage, sale, disposal, or allowed transportation of any hazardous materials ("Hazardous Substance Laws"), including oil or petroleum products or their derivatives, solvents, PCB's, explosive substances, asbestos, radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, contaminating, or pollution materials ("Hazardous Substances") which are now or in the future subject to escape any governmental regulations. Tenant shall not generate, store, or dispose of any Hazardous Substances in or on the Propertyleased Premises or the Building Complex. Except in emergencies or as otherwise required by law, (ii) no underground storage tanks are located Tenant shall not take any remedial action in response to the presence or release of any Hazardous Substances on or about the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no Building Complex without first giving written notice of the same to Landlord. Tenant shall not enter into any proposed, threatened or existing investigation, administrative ordersettlement agreement, consent order and agreement, litigationdecree, or settlement other compromise with respect to any claims relating to any Hazardous Materials, Substances in any way connected with the Building Complex without first notifying Landlord of Tenant's intention to do so and (vi) affording Landlord the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information opportunity to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes participate in any such representations proceedings. All costs and expenses incurred by Landlord in connection with any environmental audit shall be paid by Landlord (and may be included in Operating Expenses), except that if any such environmental audit shows that Tenant has failed to comply with the provisions of this Article, or warranties that occur prior the Building Complex (including surrounding soil and any underlying or adjacent groundwater) have become contaminated due to Closing the operations or activities in any way attributable to Tenant, then all of the costs and that are disclosed expenses of such audit shall be paid by Seller Tenant. In the event Tenant's occupancy or conduct of business in or on the Leased Premises, whether or not Landlord has consented to Purchaser the same, results in any increase in premiums for the insurance carried from time to time prior by Landlord with respect to Closing upon their occurrence. If there is the Building, Tenant shall pay any material and adverse change such increase in any representations or warranties and Seller elects not cure or correct premiums as Rent within ten (10) days after bills for such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money additional premiums shall be immediately returned rendered by Escrow Agent to PurchaserLandlord. In determining whether increased premiums are a result of Tenant's use or occupancy of the Leased Premises, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, a schedule issued by the express terms hereoforganization computing the insurance rate on the Building showing the various components of such rate, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery conclusive evidence of the Special Warranty Deed, provided however, that representations several items and warranties covering matters charges which could have been discovered by Purchaser prior to Closing in the exercise of commercially make up such rate. Tenant shall promptly comply with all reasonable due diligence shall not survive Closing but shall be merged into the delivery requirements of the Special Warranty Deedinsurance authority or of any insurer now or hereafter in effect relating to the Leased Premises.

Hazardous Substances. To Seller's actual knowledgeThe Borrower warrants and represents to the Administrative Agent, without -------------------- independent investigation Issuing Bank and the Banks that to the best of their knowledge and belief and based on environmental assessments of the Inventory commissioned by the Borrower, except to the extent disclosed to the Administrative Agent in environmental assessments or imputation other writings or to the extent that it would not materially and adversely affect the use and marketability of knowledge (i) any Inventory, the Inventory has not been and is not now being used in violation of any federal, state or local environmental law, ordinance or regulation, that no Hazardous Materials proceedings have been discharged, disbursed, released, stored, treated, generated, disposed ofcommenced, or allowed to escape on the Propertynotice(s) received, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice concerning any alleged violation of any proposedsuch environmental law, threatened ordinance or existing investigationregulation, administrative orderand that the Inventory is free of hazardous or toxic substances and wastes, consent order contaminants, oil, radioactive or other materials the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any federal, state or local agency, authority or governmental unit except as set forth in the site assessments. The Borrower covenants that it shall neither permit any such materials to be brought on to the Inventory, nor shall it acquire real property to be added to the Loan Inventory upon which any such materials exist, except to the extent disclosed to the Administrative Agent in environmental assessments or other writings or to the extent that it would not materially and agreementadversely affect the use and marketability of any Inventory; and if such materials are so brought or found located thereon, litigationsuch materials shall be immediately removed, with proper disposal, to the extent required by applicable environmental laws, ordinances and regulations, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, ordinances and regulations. The Borrower further represents and warrants that the Borrower will promptly transmit to the Administrative Agent and the Banks copies of any citations, orders, notices or settlement other materia governmental or other communications received with respect to Hazardous Materialsany hazardous materials, substances, wastes or other environmentally regulated substances affecting the Inventory. Notwithstanding the foregoing, there shall not be a default of this provision should the Borrower store or use minimal quantities of the aforesaid materials, provided that: such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation of comparable buildings or residential developments (such as cleaning fluids and supplies normally used in the day to day operation of residential developments), such substances are being held, stored and used in complete and strict compliance with all applicable laws, regulations, ordinances and requirements, and (vi) the Property has not previously been used as a landfillindemnity set forth below shall always apply to such substances, cemetery, or as a dump for garbage or refuse; except, however, any information and it shall continue to be the contrary contained responsibility of the Borrower to take all remedial actions required under and in accordance with this Agreement in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy event of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties any unlawful release of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedsubstance.

Hazardous Substances. To SellerWith respect to Tenant's actual knowledgeuse of the Building, Tenant at all times, at its own cost and expense, shall comply with all Laws relating to the use, analysis, production, storage, sale, disposal or transportation of any hazardous materials ("HAZARDOUS SUBSTANCE LAWS"), including, without -------------------- independent investigation limitation, oil or imputation petroleum products or their derivatives, solvents, PCB's, explosive substances, asbestos, radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, contaminating or pollution materials ("HAZARDOUS SUBSTANCES") which now or in the future are subject to any governmental regulation. Tenant shall not use, generate, store or dispose of knowledge any Hazardous Substances in or on the Leased Premises or the Building (except to the extent and in the quantities any such Hazardous Substances are commonly used for general office purposes and then only in strict accordance with all Hazardous Substance Laws. Except in emergencies or as otherwise required by Law, Tenant shall not take any remedial action in response to the presence or release of any Hazardous Substances on or about the Building without first giving written notice of the same to Landlord. Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Substances in any way connected with the Building without first notifying Landlord of Tenant's intention to do so and affording Landlord the opportunity to participate in any such proceedings. Landlord shall have the right at all reasonable times to (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on inspect the PropertyLeased Premises, (ii) no underground storage tanks are conduct tests and investigations to determine whether Tenant is in compliance with the above provisions, and (iii) request lists of all Hazardous Substances used, stored or located on the Leased Premises by Tenant. All costs and expenses incurred by Landlord in connection with any environmental investigation shall be paid by Landlord (and may be included in Operating Expenses), except that if any such environmental investigation shows that Tenant has failed to comply with the provisions of this Section, or that the Building or the Real Property (including surrounding soil and any underlying or were located adjacent groundwater) have become contaminated due to the operations or activities in any way attributable to Tenant, then all of the costs and expenses of such investigation shall be paid by Tenant. Tenant's indemnity under-Section 21 shall specifically extend to all liability, including all foreseeable and unforeseeable consequential damages, directly or indirectly arising out of the use, generation, disposal or storage of Hazardous Substances by Tenant, including without limitation the costs of any required repair, cleanup or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, to the full extent that such action is proximately caused by the use, generation, storage, or disposal of Hazardous Substances by Tenant. Neither the written consent by Landlord to the use, generation, disposal or storage of Hazardous Substances by Tenant nor the strict compliance by Tenant with all Hazardous Substances Laws shall excuse Tenant from its indemnity obligation. In the event Tenant's occupancy or conduct of business in or on the Property and subsequently removed Leased Premises, whether or fillednot Landlord has consented to the same, (iii) Seller has received no written notice of results in any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement increase in premiums for the insurance carried from time to time by Landlord with respect to Hazardous Materialsthe Building, Tenant shall pay any such increase in premiums as Rent within ten days after bills for the additional premiums shall be rendered by Landlord. In determining whether increased premiums are a result of Tenant's use or occupancy of the Leased Premises, a schedule issued by the organization computing the insurance rate on the Building showing the various components of such rate, shall be conclusive evidence of the several items and (vi) charges which make up such rate. Tenant shall promptly comply with all reasonable requirements of the Property has not previously been used as a landfill, cemetery, insurance authority or as a dump for garbage of any insurer now or refuse; except, however, any information subsequently in effect relating to the contrary contained in the Leased Premises. Landlord hereby discloses to Tenant that a Phase I Environmental Site Assessment prepared and Limited Asbestos Survey and Hazard Assessment were performed on the Property by Xxxxxxxx & AssociatesHygienetics, Inc.Inc. of Emeryville, issued April 17California in 1990. Hygienetics, 1997Inc. supplemented the Limited Asbestos Survey in June, a copy 1991 and March, 1995. Such surveys and assessment revealed 13 samples of vinyl tile floor mastic, and two samples of vinyl floor files, in the Building, which contained asbestos and revealed the presence of limited quantities of hazardous and toxic substances such as cleaning materials, lead and acid batteries in the basement and diesel fuel storage tanks. Complete copies of the Site Assessment and Asbestos Surveys are available for inspection in the Building management office. Except as disclosed in the Site Assessment and Asbestos Surveys, Landlord has been furnished no actual knowledge of Hazardous Substances in the Building that must be removed in order for the Building to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller comply with Environmental Laws in this Agreement remain true and correct effect as of the date of this Lease. Tenant has had the Closing in all material respectsopportunity, except for any changes in any such representations or warranties that occur prior to Closing execution and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination delivery of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days Lease, to make such further investigation and not be merged into inquiry about such matters as Tenant deems appropriate and Tenant accepts the delivery Premises with knowledge of the Special Warranty Deed, provided however, risks that representations may be associated with the presence of all materials or conditions disclosed in such surveys and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedassessment.

Hazardous Substances. To Seller's actual knowledgethe knowledge of One Winthrop, without -------------------- independent investigation and except as otherwise disclosed to One Winthrop or imputation the Partnership in written reports from the Local Limited Partnerships to their limited partners, copies of knowledge which have been provided to the RESI II Fund, (ia) no Hazardous Materials (as hereinafter defined) have been discharged, disbursed, released, stored, treatedused, generated, stored at, in or under or disposed of at or from the Real Property except in accordance with Environmental Laws (as hereinafter defined), (b) no Hazardous Materials are present at, in or under the Real Property at levels or in quantities in violation of, or allowed to escape that would require investigation or cleanup under, any Environmental Law, (c) none of the Partnership, One Winthrop, Xxxxxxxx-Xxxxxxxxx or the LLP General Partner or any Affiliate of any of the foregoing has received any notice of any violation of Environmental Laws or the presence or release of Hazardous Materials on or from the Real Property, and (iid) there are no underground storage tanks are located on the Property or were located on Real Property. As used herein, the Property and subsequently removed or filled, term (iiii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to “Hazardous Materials” shall mean and include, but shall not be limited to, any petroleum product and all hazardous or toxic substances, wastes or substances, any substances which because of their quantities, concentration, chemical or active flammable, explosive, infectious or other characteristics, constitute or may reasonably be expected to constitute or contribute to, a danger or hazard to public health, safety or welfare or to the environment, including, without limitation, any hazardous or toxic waste or substances which are included under or regulated by (whether now existing or hereafter enacted or promulgated, as they may be amended from time to time), the Environmental Laws, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller“Environmental Laws” shall mean and include the Resource Conservation and Recovery Act, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to PurchaserComprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of 1986, the Federal Water Pollution Control Act, the Solid Waste Disposal Act, as amended, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, and thereafter any state or local statute, regulation, ordinance, order or decree relating to health, safety or the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedenvironment.

Hazardous Substances. To Seller's actual knowledge(A) In the event that during construction of the Project Facilities PEF discovers any Hazardous Substance on the Easement Parcels which will materially interfere with or make materially more costly the construction, operation or financing of the Project, Ranchcorp shall within 25 days after request therefor by PEF identify alternative property adjacent to or in the vicinity of the affected Project Facilities which will enable PEF to avoid the Hazardous Substance (and any other Hazardous Substance) and (a) which is suitable for the development of the Project Facilities without -------------------- independent investigation making access to the WRM and DWR electric loads less feasible physically or imputation economically than the property affected by the Hazardous Substance, (b) which is not affected by any Hazardous Substance but is otherwise generally as suitable for the Project Facilities as the property affected by the Hazardous Substance, (c) which shall not materially increase the length of knowledge any Easement Parcel, and (d) which shall be provided without the payment of additional consideration (the "Alternative Easement Parcel"). If PEF approves the Alternative Easement Parcel (which approval shall not be unreasonably withheld or delayed), this Agreement shall be amended to substitute the Alternative Easement Parcel for that portion of the Easement Parcel affected by the Hazardous Substance. Notwithstanding the foregoing, in the event no Alternative Easement Parcel is or can be supplied and a governmental authority requires cleanup of the Hazardous Substance, then Tejon will at its option either (i) no clean up or remediate the Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property Substance when and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in extent required by the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementgovernmental authority, or (ii) terminate this Agreement by written notice reimburse PEF for its costs incurred in cleaning up or remediating the Hazardous Substance when and to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, extent required by the express terms hereof, survive any termination of this Agreementgovernmental authority. The provisions of PEF's rights under this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery impaired by its failure to exercise any of its rights under Section 1.5(c) or 11.3 of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedOption Agreement.

Hazardous Substances. To Seller's actual knowledgeMortgagor represents and warrants to Mortgagee that except as disclosed in the existing Phase I Environmental assessment dated September 27, without -------------------- independent investigation or imputation of knowledge 1999 prepared by Pinnacle Engineering, Inc.: (i) no there are not present in, on or under the Mortgaged Property any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, Substances (as defined below); (ii) no underground storage tanks are located on the Mortgaged Property is not presently being used and, to the best of Mortgagor’s knowledge after due inquiry, has not in the past been used, for the handling, storage, transportation, manufacture, release or were located on the Property and subsequently removed or filled, disposal of any Hazardous Substances; (iii) Seller has received there are no written notice of present and have not in the past been any claims, investigations, administrative proceedings, litigation, regulatory hearings or requests or demands for remedial or response actions or for compensation, which may be proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement pending with respect to Hazardous Materialsthe Mortgaged Property, alleging noncompliance with or violation of any Environmental Law (as defined below), seeking relief under any Environmental Law or relating to any required environmental permits, licenses or authorizations; (iv) all reports and notices required by any Environmental Law have been duly made with respect to the Mortgaged Property, and all permits, licenses and authorizations required by any Environmental Law have been obtained and are in full force and effect with respect to the Mortgaged Property; (v) to the best of Mortgagor’s knowledge, based upon its investigation and inquiry, there is not now present, nor has there ever been present, in, on or under the Mortgaged Property any above-ground or underground storage tanks used for the storage of petroleum, petroleum by-products or any other Hazardous Substances; (vi) the Mortgaged Property is not and never has not previously been used as a landfilllisted on the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or on any other list, cemeteryschedule, log, inventory or record of hazardous waste sites maintained by any federal, state, or as a dump local agency; and (vii) Mortgagor has disclosed and delivered to Mortgagee all environmental reports and investigations which Mortgagor has obtained or ordered with respect to the Mortgaged Property. Mortgagor shall not use, or permit the use of, the Mortgaged Property for garbage the handling, storage, transportation, manufacture, release or refuse; exceptdisposal of any Hazardous Substances. In addition, howeverMortgagor shall not install or maintain, or permit the installation or maintenance of, any information above-ground or underground storage tanks for the storage of petroleum, petroleum by-products or other Hazardous Substances in, about or under the Mortgaged Property unless: (i) Mortgagor has obtained the prior written consent of Mortgagee for such installation and maintenance; and (ii) Mortgagor installs and maintains such above-ground or underground storage tanks in compliance with all applicable Environmental Laws. Notwithstanding the foregoing, Mortgagor and any occupant of the Mortgaged Property may use or store immaterial amounts of commonly known and used materials which may be deemed Hazardous Substances hereunder, provided that any such use or storage: (A) does not constitute a remunerative activity of Mortgagor; (B) is incidental to Mortgagor’s primary use of the Mortgaged Property and does not constitute a primary use thereof; and (C) complies at all times with all applicable Environmental Laws. Upon the occurrence of an Event of Default hereunder or if Mortgagee, in its sole and absolute discretion, believes that any Hazardous Substance is present on or is being handled, stored, transported, manufactured, released or disposed of in, on or under the Mortgaged Property, Mortgagee or its authorized agent may enter upon the Mortgaged Property for the purpose of performing inspections, taking soil borings, or conducting any other tests or procedures, and obtain such further environmental reports as Mortgagee deems necessary or appropriate, from a reputable environmental consultant of Mortgagee’s choice, all at Mortgagor’s expense. If any such environmental report indicates any presence, handling, storage, transportation, manufacture, release or disposal of Hazardous Substances in, on or under the Mortgaged Property, Mortgagee may require Mortgagor, at Mortgagor’s expense, to remedy any such presence, handling, storage, transportation, manufacture, release or disposal to the contrary contained satisfaction of Mortgagee. Mortgagor shall immediately notify Mortgagee in writing of any claim, investigation, administrative proceeding, litigation, regulatory hearing or request or demand for remedial or response action or for compensation which may be proposed, threatened or pending, alleging the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associatespresence, Inc.handling, issued April 17storage, 1997transportation, a copy manufacture, release or disposal of which has been furnished Hazardous Substances in, on or under the Mortgaged Property. Mortgagee shall have the right, but not the obligation, to Purchaser. At Closing, Seller shall represent join and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes participate in any such representations investigation, administrative proceeding, litigation, regulatory hearing or warranties that occur other action and to have its attorneys’ fees and expenses in connection therewith paid by Mortgagor. Without Mortgagee’s prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingwritten consent, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence Mortgagor shall not survive Closing but shall be merged take any remedial or response action or enter into any settlement or other compromise with respect to any claim, investigation, administrative proceeding, litigation, regulatory hearing or request or demand for remedial or response action or for compensation which, in Mortgagee’s reasonable judgment, may impair the delivery value of the Special Warranty DeedMortgagee’s security under this Second Mortgage.

Hazardous Substances. To Seller's actual knowledgeExcept for customary materials necessary for operation, cleaning and maintenance of the Leased Property, none of the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without -------------------- independent investigation prior written notice to the City and the Trustee and all Hazardous Substances, including customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or imputation used or kept on or about the Leased Property, provided unless the Trustee has exercised its right to take possession of knowledge (i) the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility under this Section to monitor or investigate whether the Lease Property complies with environmental laws or is subject to any Hazardous Materials have been dischargedSubstance. If the presence of Hazardous Substance on the Leased Property caused or permitted by the City, disbursedthe Trustee or any sublessee, releasedpurchaser or assignee of the Leased Property from the Trustee, storedas the case may be, treated, generated, disposed ofresults in contamination of the Leased Property, or allowed to escape on if contamination of the Leased Property by Hazardous Substance otherwise occurs for which the City, the Trustee or any sublessee or assignee of the Leased Property, (ii) no underground storage tanks as the case may be, is legally liable for damage resulting therefrom, then the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties hereto or assignees hereof that have not caused or permitted such contamination and are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement not so legally liable with respect to Hazardous Materialsthis Site Lease from claims for damages, penalties, fines, costs, liabilities or losses; provided that the cost of such defense,: (a) in the case of the Trustee, shall be payable only if the Trustee has exercised its right to take possession of the Leased Property and shall be payable solely from the Series 2020A Trust Estate or Series 2020B Trust Estate,; or (vib) in the Property has not previously been used as a landfillcase of the City, cemetery, or as a dump for garbage or refuse; except, however, any information shall be payable only to the contrary contained in extent permitted by law and only if the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy cost of which such defense has been furnished annually appropriated by the City. This duty to Purchaserreimburse legal expenses is not an indemnification. At Closing, Seller shall represent and warrant to Purchaser It is expressly understood that all representations and warranties of Seller in this Agreement remain true and correct as none of the date City, the Trustee or any sublessee, purchaser or assignee is indemnifying any other person with respect to this Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Closing in all material respects, except for any changes in any such representations Leased Property is caused or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.permitted by:

Hazardous Substances. To Seller's actual knowledgea. Definition: As used herein, without -------------------- independent investigation or imputation of knowledge (i) no "Hazardous Materials have been dischargedSubstance" means ---------- any substance that is toxic, disbursedignitable, released, stored, treated, generated, disposed ofreactive, or allowed to escape on corrosive and is regulated by any local government, the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice State of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigationVirginia, or settlement with respect the United States of America. "Hazardous Substance" includes any and all material or substances that are defined as "hazardous substance" pursuant to state, federal, or local governmental law. "Hazardous MaterialsSubstance" includes but is not restricted to asbestos, polychlorobiphenyls ("PCBs"), and (vi) petroleum. b LANDLORD'S Covenants and Indemnification: LANDLORD ---------------------------------------- covenants that the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy leased premises shall be free of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct Hazardous Substances as of the commencement date of the Closing term of this lease. LANDLORD agrees to indemnify and hold TENANT harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, consultant, and expert fees) arising during or after the lease term from or in connection with the presence or suspected presence of Hazardous Substances in or on the leased premises unless the Hazardous Substances are present solely as a result of TENANT'S breach of the provisions of subparagraph c of this paragraph. Without limitation of the foregoing, this indemnification shall include any and all material respectscosts incurred due to any investigation of the leased premises or any cleanup, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementremoval, or (ii) terminate this Agreement restoration mandated by written notice to Sellera federal, whereupon state, or local agency or political subdivision unless the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter Hazardous Substances are present solely as a result of TENANT'S breach of the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination provisions of subparagraph c of this Agreementparagraph. The provisions This indemnification shall specifically include any and all costs due to Hazardous Substances that flow, diffuse, migrate, or percolate into, onto, or under the leased premises after the term of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedlease commences.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation Subtenant shall not cause or imputation of knowledge permit any "Hazardous Substances" (ihereinafter defined) no Hazardous Materials have been discharged, disbursed, releasedto be used, stored, treatedgenerated or disposed in, generatedon or about the Sublease Premises by Subtenant, disposed ofits agents, employees, contractors or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respectsinvitees, except for any changes such Hazardous Substances as are normally utilized in the activities which are permitted on the Sublease Premises pursuant to the Master Lease and this Sublease and which are necessary to Subtenant's business. Any permitted Hazardous Substances at the Sublease Premises, and all containers therefor, shall be used, kept, stored and disposed of in a manner that complies with all federal, state and local laws or regulations applicable to any such representations Hazardous Substances. Subtenant shall indemnify and hold harmless Sublandlord, its officers, directors, shareholders and employees from and against any and all claims, damages, fines, judgments, penalties, costs, expenses or warranties that occur prior to Closing liabilities (including, without limitation, any and that are disclosed sums paid for settlement of claims, attorneys' fees, consultant and expert fees) arising during or after the Sublease Term from or in connection with the use, storage, generation or disposal of Hazardous Substances in, on or about the Sublease Premises by Seller to Purchaser from time to time prior to Closing upon their occurrenceSubtenant, its agents, employees, contractors or invitees. If there As used herein, "Hazardous Substances" means any substance which, is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingtoxic, then Purchaser mayignitable, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementreactive, or (ii) terminate this Agreement corrosive and which is regulated by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights any state or obligations hereunder, except only for such rights local government or obligations that, by the express terms hereofUnited States government. "Hazardous Substances" includes any and all material or substances which are defined as "hazardous waste", "extremely hazardous waste" or a "hazardous substance" pursuant to state, federal or local governmental law. "Hazardous Substances" includes, but is not restricted to, asbestos, polychlorinated biphenyls ("PCBs") and petroleum products. Subtenant's indemnification obligations hereunder shall survive any the expiration or earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedSublease.

Hazardous Substances. To Seller's actual knowledgeThe term "hazardous materials" as used in the Lease shall mean and refer to any pollutant, without -------------------- independent investigation contaminant, toxic or imputation hazardous waste (including, but not limited to, asbestos, Polychlorinated Biphenyls and petroleum products) or any other substance, the removal or remediation of knowledge which is required, or the generation, use or handling of which is restricted, prohibited, regulated or penalized by an "Environmental Laws", which term shall mean any federal, state or local law, rule, regulation or ordinance relating to pollution or protection of the environment or hereafter enacted, including but not limited to, the Comprehensive Environmental Response Compensating and Liability Act of 1980, the Resource Conservation and Recovery Act and the Superfumd Amendments and ReauthorLzation Act of 1986. Tenant hereby agrees that (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, Leased Premises will at all times be operated in full compliance with the Environmental Laws; (ii) no underground storage tanks are located activity will be conducted on the Property Leased Premises that will generate any hazardous materials except for activities that are part of the ordinary course of Tenant's business activities and which are specifically described in this Lease (the "Permitted Activities"), provided said activities have been approved in advance in writing by landlord and are conducted in accordance with all Environmental Laws and provided further that Tenant has fully disclosed to Landlord in writing the existence, extent and nature of any such hazardous materials which Tenant is legally authorized and empowered to maintain on, in or were located on under the Property Leased Premises or to use in connection therewith, and subsequently removed or filledprovided further that Tenant has obtained and will maintain all licenses, permits and approvals required with respect thereto and is in full compliance with all the terms, conditions and requirements of such licenses, permits and approvals; (iii) Seller has received no written notice the Leased Premises will not be used in any manner for the storage of any proposedhazardous materials except for the temporary storage of such materials in accordance with applicable law that are used in the ordinary course of Tenant's business and which are described by quantities in Schedule "A" attached hereto (the "Permitted Materials"), threatened provided such permitted materials are properly stored in a manner and location meeting all Enviromnental Laws and the same is approved in advance in writing by Landlord; (iv) Tenant has not and will not mix or existing investigation, administrative order, consent order and agreement, litigationdispose of any hazardous materials on or within the Leased Premises; (v) Tenant will not install any underground tanks of any type within the Leased Premises or on any part of the property; (vi)Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, or settlement with respect the passage of time may constitute, a public or private nuisance or a violation of any Environmental Law, (vii) Tenant will not permit any hazardous materials to Hazardous Materialsbe brought or found or located, the same shall be immediately removed by Tenant or caused to be removed by Tenant, with proper packaging, labeling, transportation and (vi) disposal and all required cleanup and remediation procedures shall be diligently undertaken by Tenant and at Tenant's sole cost and expense pursuant to all Environmental Laws. In additiom violation of any of the Property has not previously been used as foregoing conditions shall be and constitute a landfill, cemetery, or as a dump for garbage or refuse; exceptdefault under this Lease entitling Landlord to terminate this Lease. Any such termination shall not, however, any information relieve Tenant of its obligations to comply with the contrary contained in terms of this provision regarding the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy removal of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as hazardous materials or of the date indemnification provided herein. In addition, if Tenant fails to comply with any of the Closing in covenants of this subparagraph, or fails to comply with any Environmental Laws, Landlord, at Tenant's sole cost and expense, may immediately commence remedial action to restore the Leased Premises to all material respectsenvironmentally sound condition. Tenant agrees to immediately notify Landlord of (a) any significant release of hazardous materials, except for or other chemicals or substances; and (b) the receipt of any changes in pertinent notices or communications from any such representations or warranties that occur prior governmental authority. Tenant further agrees to Closing and that are disclosed by Seller to Purchaser provide Landlord with a letter of certification from time to time prior upon the request of Landlord and on each anniversary of this Lease, certifying that Tenant has complied with all applicable errviromnental laws and requirements and the requirements of all applicable agencies and that no contamination has occurred or exists within the Leased Premises or on the property as a result of Tenants, activities, Without in anyway limiting the obligations of the Tenant, Landlord reserves the right to Closing upon their occurrenceenter and inspect the Leased Premises and conduct any testing, samples, borings and analysis which Landlord, in its sole discretion, may deem necessary. If there is Tenant further covenants and agrees that it shall not cause or allow any material and adverse change lien to be recorded against the Leased Premises as a consequence of, or in any representations way related to, the presence, remediation or warranties disposal of any hazardous materials in or relating to the Lcased Premises or the property, or related in any way to the activities of Tenant, including any mechanics,' materialmans', suppliers' laborers' liens or any state, federal or local environmental liens relating to such matters. Tenant hereby agrees to indemnify and Seller elects not cure hold harmless Landlord from and against any and all losses, costs, damages, claims, penalties, fines, suits, liabilities and expenses, including cleanup costs, attorney fees, consultants or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, experts' fees and expenses of every kind and nature incurred or suffered by or asserted against Landlord directly or indirectly as a result of or on account of (i) close the location on the Leased Premises or the property of any hazardous material, the storage of which or the exposure to which is prohibited, limited or regulated by any Environmental Law or any federal, state, county, regional or local governmental unit, agency or authority for which storage or exposure, even if not so prohibited, limited or regulated, may pose a hazard to the health and consummate safety of the transaction contemplated by this Agreementoccupants of the property or to that of the owners or occupants of real property adjacent hereto, or (ii) terminate the failure by Tenant to comply with any applicable Environmental Laws; or (iii) any warranty or representation made by Tenant in this Agreement paragraph being false or untrue in any material respect. Tenant's obligation hereunder shall not be limited to any extent by written notice the term of this Lease, and, as to Sellerany act of occurrence prior to the expiration of the term hereof, whereupon whether terminated by Landlord or other expiration pursuant to the Xxxxxxx Money shall be immediately returned by Escrow Agent terms hereof and, as to Purchaser, and thereafter any act or occurrence prior to the parties hereto shall have no further rights or obligations expiration of the term hereof which gives rise to liability hereunder, except only for such rights shall continue, survive or obligations that, by remain in full force and effect notwithstanding the express expiration ofthe terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.

Hazardous Substances. To Seller's actual knowledgea. Tenant agrees that it will not on, without -------------------- independent investigation about, or imputation under the Leased Premises, make, Release, store, transport, treat or dispose of knowledge any Hazardous Materials, except in accordance with applicable Environmental Laws. Tenant represents and warrants that during the Term it will at all times comply with applicable Environmental Laws. Tenant represents and warrants that, as of the date hereof: (i) no Hazardous Materials have to the best of Tenant’s knowledge, none of the Leased Premises, Tenant nor the operations conducted thereon is or has at any time been discharged, disbursed, released, stored, treated, generated, disposed in violation of, or allowed otherwise exposed to escape on the Propertyany liability under, any Environmental Laws (other than past violations which have been fully resolved in accordance with Environmental Laws); (ii) no underground storage tanks are located on on, in or under the Property or were located on the Property and subsequently removed or filled, Leased Premises; (iii) Seller to the best of Tenant’s knowledge, no Hazardous Materials have been handled, generated, stored, processed or disposed of on or Released or discharged from the Leased Premises (including underground contamination), except in accordance with applicable Environmental Laws (other than past violations which have been fully resolved in accordance with Environmental Laws); (iv) there is no pending, nor, to Tenant’s knowledge, threatened litigation arising under Environmental Laws affecting Tenant or the Leased Premises; and (v) to the best of Tenant’s knowledge, there has received been no written notice of any proposedinvestigation or proceeding relating to Tenant or the Leased Premises which could result in any liability to Tenant, threatened or existing investigationLandlord of the Leased Premises (including, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has but not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, howeverlimited to, any information to restrictions on the contrary contained in future use of the Phase I Leased Premises) arising under any Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to PurchaserLaws. At Closing, Seller shall represent and warrant to Purchaser that all The representations and warranties of Seller in this Agreement remain true and correct as of hereunder shall survive the date of the Closing in all material respects, except for Expiration Date or any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To SellerDuring the term of this Lease, Tenant shall not suffer, allow, permit or cause the generation, accumulation, storage, possession, release or threat of release of any hazardous substance or toxic material, as those terms are used in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and any regulations promulgated thereunder, or any other present or future federal, state or local laws, ordinances, rules, and regulations. Tenant shall indemnify and hold Landlord harmless from any and all liabilities, penalties, demands, actions, costs and expenses (including without limitation reasonable attorney fees), remediation and response costs incurred or suffered by Landlord directly or indirectly arising directly from Tenant's actual knowledgetenancy. Such indemnification shall survive expiration or earlier termination of this Lease. At the expiration or sooner termination hereof, without -------------------- independent investigation Tenant shall return the demised premises to Landlord in substantially the same condition as existed on the date of commencement hereof free of any hazardous substances in, on or imputation of knowledge from the demised premises. The Landlord hereby represents and warrants that: (i) no Hazardous Materials have been discharged, disbursed, released, stored, treatedit has not used, generated, disposed ofdischarged, released or allowed to escape stored any hazardous substances on, in or under the Shopping Center and has received no notice and has no knowledge of the presence in, on or under the Property, Shopping Center of any such hazardous substances; (ii) no to Landlord's knowledge there have never been any underground storage tanks are located on at the Property Shopping Center, whether owned by the Landlord or were located on the Property and subsequently removed or filled, its predecessors in interest; (iii) Seller to Landlord's knowledge there have never been accumulated tires, spent batteries, mining spoil, debris or other solid waste (except for rubbish and containers for normal scheduled disposal in compliance with all applicable laws) in, on or under the Shopping Center; (iv) to Landlord's knowledge it has received not spilled, discharged or leaked petroleum products other than de minimis quantities in connection with the operation of motor vehicles on the Shopping Center; (v) to Landlord's knowledge there has been no written notice graining, filling or modification of any proposedwetlands (as defined by federal, threatened state or existing investigationlocal law, administrative order, consent order and agreement, litigation, regulation or settlement with respect to Hazardous Materials, ordinance) at the Shopping Center; and (vi) to Landlord's knowledge there is no asbestos or asbestos-containing material in the Property has leased premises. The representations and warranties set forth in this subparagraph shall apply to any contiguous or adjacent property owed by the Landlord. Landlord hereby indemnifies Tenant for any and all loss, cost, damage or expense to Tenant resulting from any misrepresentation or breach of the foregoing representations and warranties. If any such hazardous substances are discovered at the Shopping Center (unless introduced by the Tenant, its agents or employees) or if any asbestos or asbestos containing material is discovered in the leased premises, and removal, encapsulation or other remediation is required by applicable laws, the Landlord immediately and with all due diligence and at no expense to the Tenant shall take all measures necessary to comply with all applicable laws and to remove such hazardous substances or asbestos from the Shopping Center and/or encapsulate or remediate such hazardous substances or asbestos, which removal and/or encapsulation or remediation shall be in compliance with all environmental laws and regulations, and the Landlord shall repair and restore the Shopping Center at its expense. From the date such encapsulation, remediation and restoration is complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the leased premises which, in the Tenant's reasonable judgement, cannot previously been be safely, economically or practically used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information the operation of the Tenant's business. Anything herein to the contrary contained notwithstanding, if in the Phase I Environmental Site Assessment prepared Tenant's reasonable judgement, such removal, encapsulation, remediation and restoration cannot be completed within one hundred eighty (180) days or the same is not actually completed by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of Landlord within such one hundred eighty (180) day period following the date of such hazardous substances or asbestos are discovered and such condition materially adversely affects Tenant's ability to conduct normal business operations in the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingpremises, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) Tenant may terminate this Agreement Lease by written notice to Sellerthe Landlord within thirty (30) days after such 180 day period, whereupon the Xxxxxxx Money which notice shall be immediately returned by Escrow Agent effective on Landlord's receipt thereof. Landlord shall comply with OSHA 29 CFR 1910.1001 (j) to Purchasernotify tenants, including Tenant, of asbestos related activities in the leased premises and the Shopping Center including, but not limited to, selection of the certified/licensed asbestos abatement contractor, scope of the abatement work, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days final clearance testing procedures and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedresults.

Hazardous Substances. To Seller's actual knowledgeSo long as Borrower owns or is in possession of the Property, without -------------------- independent investigation or imputation of knowledge Borrower and Operating Lessee shall (i) no keep the Property free from Hazardous Materials have been dischargedSubstances (except such customary types and quantities thereof that are used, disbursedhandled and stored in compliance in all material respects with all Environmental Laws for the normal operation of the Property as hotels) and in compliance with all Environmental Laws, released(ii) promptly notify Lender if Borrower or Operating Lessee shall become aware that (A) any Hazardous Substance is on or near the Property (other than Hazardous Substances permitted under subsection (i) above), stored(B) the Property is in violation of any Environmental Laws or (C) any condition on or near the Property might pose a threat to the health, treatedsafety or welfare of humans and (iii) remove such Hazardous Substances or cure such violations or remove such threats, generatedas applicable, disposed ofas required by law (or as shall be required by Lender in the case of removal which is not required by law, but in response to the opinion of a licensed hydrogeologist, licensed environmental engineer or allowed other qualified environmental consulting firm engaged by Lender (“Lender’s Consultant”) is required), promptly after Borrower or Operating Lessee becomes aware of same, at Borrower’s sole expense. Any removal, remediation or cure of any violation relating to escape Toxic Mold shall include, without limitation, all acts required to clean and disinfect any portions of the Property affected by Toxic Mold and to eliminate the source(s) of Toxic Mold in or on the Property, (ii) no underground storage tanks are located on including providing any necessary moisture control systems at the Property Property. Nothing herein shall prevent Borrower or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of Operating Lessee from recovering such expenses from any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser other party that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall may be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only liable for such rights removal, remediation or obligations that, by the express terms hereof, survive any termination of this Agreementcure. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.55

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with With respect to Hazardous MaterialsSubstances: (a) the Borrower and each Borrower Subsidiary is in compliance with all Environmental Laws; (b) neither the Borrower nor any Borrower Subsidiary has engaged in any Hazardous Substance Activity in violation of any Environmental Laws, nor to the best of the knowledge of the Borrower, after due inquiry and investigation, has any Hazardous Substance Activity otherwise occurred in violation of any Environmental Laws; (c) neither the Borrower nor any Borrower Subsidiary will engage in any Hazardous Substance Activity in violation of any Environmental Laws; (d) if at any time Hazardous Substances are discovered on, under, in or about any of the Borrower’s or any Borrower Subsidiary’s premises at levels in excess of the levels at which remedial action is required under applicable laws and regulations, the Borrower, at its sole cost and expense, will inform the Lender of the same and remediate such Hazardous Substances in accordance with a remedial program or corrective action program in accordance with the requirements of the Hawaii Department of Health, the Environmental Protection Agency, or any other entity enforcing any applicable environmental laws; (e) if at any time the Borrower or any Borrower Subsidiary is notified by the Hawaii Department of Health, the Environmental Protection Agency, or any other entity enforcing any applicable environmental laws that it is in violation of any Environmental Laws or named as a “potentially responsible person” under any Environmental Laws, the Borrower, at its sole cost and expense, will inform the Lender of same, take prompt action to correct the violation and come into compliance with all Environmental Laws; and (vif) the Property has not previously been used as a landfillBorrower shall indemnify, cemeterydefend and save and hold harmless forever the Lender from and against any and all claims, actions, fines and penalties of whatever nature and kind whatsoever caused by or as a dump for garbage relating to any breach or refuse; except, however, violation of any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such foregoing representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrenceof the Borrower or otherwise any violation of any Environmental Laws. If there is any material and adverse change The foregoing obligation set forth in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate this Section 3.8 shall survive the transaction contemplated by this Agreement, or (ii) terminate execution of this Agreement by written notice to Seller, whereupon and the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or performance of all obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedBorrower hereunder.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials Violate any Environmental Law if such violation could reasonably be expected to have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, Material Adverse Effect or (ii) terminate this Agreement permit any Hazardous Substances to be brought onto any of the Realty or any other property owned, leased or operated by any Borrower or any Subsidiary (unless such Hazardous Substance is necessary for the conduct of the Borrower's or such Subsidiary's business as it exists on the Closing Date or any new business permitted under SECTION 6.16 hereunder), if the presence of such Hazardous Substance could reasonably be expected to result in a Material Adverse Effect. If any Hazardous Substance is brought or found thereon or therein, except as may be permitted above, the Borrowers, at no expense to the Agent or the Lenders, shall take or cause to be taken all required environmental response, removal, corrective or remedial actions in accordance with all Environmental Laws. The Borrowers shall promptly give written notice to Sellerthe Agent of receipt of any written notice of violation or noncompliance, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent order or request for information from any Governmental Authority with respect to Purchaserany Environmental Law, and thereafter the parties hereto shall promptly remedy any breach of any Environmental Law by Borrowers or their Subsidiaries that could be reasonably expected to result in a Material Adverse Effect. The Agent shall have no further rights the right to enter upon the Realty or obligations hereunderother property owned, except only for such rights leased or obligations thatoperated by any Borrower or any Subsidiary, or any part thereof (through its employees and/or agents), to verify compliance by Borrowers and their Subsidiaries with the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 Agreement and to conduct such environmental assessments and audits as Agent shall survive Closing for a period of 90 days and not be merged into deem advisable to facilitate such verification at the delivery expense of the Special Warranty DeedBorrowers; provided, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedEACH BORROWER HEREBY ACKNOWLEDGES THAT ALL HAZARDOUS MATERIAL HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE SOLE RESPONSIBILITY OF THE BORROWERS, AND THE BORROWERS HAVE FULL DECISION-MAKING POWER WITH RESPECT THERETO. EACH BORROWER FURTHER ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT, ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. NO ACT (OR DECISION NOT TO ACT) OF THE AGENT OR ANY LENDER RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON THE PART OF THE AGENT OR ANY LENDER WITH RESPECT TO ENVIRONMENTAL MATTERS. IN NO EVENT SHALL ANY INFORMATION OBTAINED FROM THE AGENT OR ANY LENDER OR THEIR RESPECTIVE AGENTS PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT CONCERNING THE ENVIRONMENTAL CONDITION OF THE REALTY OR OTHER PROPERTY BE CONSIDERED BY THE BORROWERS OR ANY SUBSIDIARY (OR ANY OTHER RECIPIENT OF SAID INFORMATION) AS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, ENGINEERING, INVESTIGATING OR INSPECTING ADVICE, AND NO BORROWER NOR ANY SUBSIDIARY (NOR ANY OTHER RECIPIENT OF SAID INFORMATION) SHALL RELY ON SAID INFORMATION. THE RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE BORROWERS AND THEIR SUBSIDIARIES.

Hazardous Substances. To SellerLessee, at Lessee's actual knowledgesole cost, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement shall comply with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information all laws relating to the contrary contained storage, use and disposal of hazardous, toxic or radioactive matter, including those materials identified in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy Sections 66680 through 66685 of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as Title 22 of the date of the Closing in all material respectsCalifornia Administrative Code, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser Division 4, Chapter 30 ("Title 22") as they may be amended from time to time (collectively, "Toxic Materials"). If Lessee does store, use or dispose of any Toxic Materials, Lessee shall notify Lessor in writing at least ten (10) days prior to Closing upon their occurrencefirst appearance on the premises, Lessee shall be solely responsible for and shall defend, indemnify, and hold Lessor, its agents and contractors, harmless from and against all claims, costs and liabilities, including attorney's fees and costs, arising out of or in connection with its storage, use and disposal of Toxic Materials. If there is the presence of Toxic Materials on the Premises caused or permitted by Lessee results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels established by any material governmental agency having jurisdiction over such contamination, then Lessee shall promptly take any and adverse change in all action necessary to clean up such condition to the issuance or continuing effectiveness of any representations or warranties and Seller elects not cure or correct such changes governmental approval which relates to the use of the Premises. At any time prior to Closingthe expiration of the Lease term, then Purchaser may, at PurchaserLessee shall have the right to conduct appropriate tests of water and soil to deliver to Lessor the results of such tests to demonstrate that no contamination in excess of permitted levels has occurred as a result of Lessee's option, (i) close and consummate use of the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money Premises. Lessee shall further be immediately returned by Escrow Agent to Purchasersolely responsible for, and thereafter shall defend, indemnify and hold Lessor, its agents and contractors, harmless from and against all claims, costs and liabilities, including attorney's fees and costs, arising out of or in connection with any removal, clean-up and restoration work and materials required hereunder to return the parties hereto Premises and any other property, of whatever nature, to their condition existing prior to the appearance of the Toxic Materials and/or contamination of the Premises or such other property, as the case may be. Lessee's obligations hereunder shall have no further rights or obligations hereunder, except only for such rights or obligations that, by survive the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual knowledgeA. Tenant shall not, without -------------------- independent investigation and shall not direct, suffer or imputation permit any of knowledge its agents, contractors, employees, licensees or invitees (icollectively, the “T enant Entities”) no to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, polychlorinated biphenyls, friable asbestos, medical waste, petroleum products or derivatives, or any other substance (collectively “H azardous Materials”) subject to regulation by or under any Laws and Requirements relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such Laws and Requirements (collectively “ Environmental Laws”), nor shall Tenant suffer or permit any Hazardous Materials have been dischargedto be used in any manner not fully in compliance with all Environmental Laws, disbursedin the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, releasedTenant may handle, storedstore, treateduse or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, generatedtoner for copiers, disposed ofpaints, paint remover and the like) to the extent customary and necessary for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect, defend, indemnify and hold each and all of Landlord and its Building manager and their respective partners, officers, employees and agents (collectively, the “L andlord Entities”) harmless from and against any and all loss, claims, liability or costs (including court costs and reasonable attorney’s fees) actually incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or allowed to escape on the Propertyunauthorized or improper presence, (ii) no underground storage tanks are located on handling, use or disposition in or from the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice Premises of any proposed, threatened Hazardous Materials by Tenant or existing investigation, administrative order, consent order and agreement, litigationany Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of the Lease), or settlement by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section. Accordingly, Tenant agrees to take appropriate precautions with respect to Hazardous Materialssuch light bulbs and hereby indemnifies, protects, and (vi) defends the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, Landlord Entities with respect to any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, failure by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into Tenant Entities to comply with the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedforegoing obligation.

Hazardous Substances. To SellerDuring MQI's actual knowledgeownership, without -------------------- independent investigation lease or imputation use of property owned, leased or used by it (the "Property"), (a) to the knowledge of MQI and Bxxxxxx, the Property is not being and has not been used by MQI for the storage, treatment, generation, transportation, processing, handling, burial or disposal of any Hazardous Substance in material violation of any Laws, (ib) no release of a Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substance has occurred by MQI on or allowed about the property in quantities which individually or in the aggregate would require reporting to escape on the Property, any Governmental Authority; (iic) no underground storage tanks are or have been located on the Property; (d) there are not and have not been any Hazardous Substances resulting from MQI's ownership, lease or use of the Property or were located in concentrations which exceed amounts permitted by applicable Laws on the Property; (e) all environmental permits and authorizations necessary to the continued use of the Property by MQI and subsequently the operation of the facilities located thereon by MQI have been obtained, are being complied with, and all fees and assessments in association therewith have been timely paid; (f) the Property is not being and has not been used by MQI as a site for burial of sanitary waste or other non-hazardous waste; (g) the off-site transportation, storage, treatment, recycling or disposal of Hazardous Substances and non-hazardous substances existing on, generated or removed from the Property by MQI have been and are in compliance with applicable Laws; and (h) there are no capital improvements requiring any expenditures by MQI in order to comply with any current or filledproposed Environmental Laws. To the knowledge of MQI and Bxxxxxx, each of (iiia) Seller has received no written notice through (g) of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement the immediately preceding sentence is true with respect to Hazardous Materialsthe Property prior to its ownership or lease by MQI, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information with respect to properties adjacent to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedProperty.

Hazardous Substances. To Seller's actual knowledgeThe Borrower warrants and represents to the Bank that to the best of its knowledge and belief and based on environmental assessments of the Inventory commissioned by the Borrower, without -------------------- independent investigation except to the extent disclosed to the Bank in environmental assessments or imputation other writings (on which the Bank is fully entitled to rely) or to the extent that it would not materially and adversely affect the use and marketability of knowledge (i) any Inventory, the Inventory has not been and is not now being used in violation of any federal, state or local environmental law, ordinance or regulation, that no Hazardous Materials proceedings have been discharged, disbursed, released, stored, treated, generated, disposed ofcommenced, or allowed to escape on the Propertynotice(s) received, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice concerning any alleged violation of any proposedsuch environmental law, threatened ordinance or existing investigationregulation, administrative orderand that the Inventory is free of hazardous or toxic substances and wastes, consent order contaminants, oil, radioactive or other materials, the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any federal, state or local agency, authority or governmental unit except as set forth in the site assessments delivered in connection with the Multibank Loan Agreement. The Borrower covenants that it shall neither permit any such materials to be brought on to the Inventory, nor shall it acquire real property to be added to the Loan Inventory upon which any such materials exist, except to the extent disclosed to the Bank in environmental assessments or other writings (on which the Bank is fully entitled to rely) or to the extent that it would not materially and agreementadversely affect the use and marketability of any Inventory; and if such materials are so brought or found located thereon, litigationsuch materials shall be immediately removed, with proper disposal, to the extent required by applicable environmental laws, ordinances and regulations, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, ordinances and regulations. The Borrower further represents and warrants that the Borrower will promptly transmit to the Bank copies of any citations, orders, notices or settlement other material governmental or other communications received with respect to Hazardous Materialsany hazardous materials, substances, wastes or other environmentally regulated substances affecting the Inventory. Notwithstanding the foregoing, there shall not be a default of this provision should the Borrower store or use minimal quantities of the aforesaid materials, provided that: such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation of comparable buildings or residential developments (such as cleaning fluids and supplies normally used in the day-to-day operation of residential developments), such substances are being held, stored and used in complete and strict compliance with all applicable laws, regulations, ordinances and requirements, and (vi) the Property has not previously been used as a landfillindemnity set forth below shall always apply to such substances, cemetery, or as a dump for garbage or refuse; except, however, any information and it shall continue to be the contrary contained responsibility of the Borrower to take all remedial actions required under and in accordance with this Agreement in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy event of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties any unlawful release of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedsubstance.

Hazardous Substances. To Seller's actual knowledgeThe term “Hazardous Substances”, without -------------------- independent investigation as used in this Lease, shall mean pollutants, contaminants, toxic or imputation hazardous wastes, or any other substances, the removal of knowledge which is required or the use of which is restricted, prohibited or penalized by any “Environmental Law”, which term shall mean any federal, state or local law or ordinance relating to pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises that will produce any Hazardous Materials Substances, except for such activities that are part of the ordinary course of Tenant’s business (the “Permitted Activities” or “Permitted Activity”) provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, approved in advance in writing by Landlord; (ii) no underground the Premises will not be used in any manner for the storage tanks of any Hazardous Substances except for the temporary storage of such materials that are located on used in the Property or were located on ordinary course of Tenant’s business (the Property “Permitted Materials”) provided such Permitted Materials are properly stored in a manner and subsequently removed or filled, location meeting all Environmental Laws and have been approved in advance in writing by Landlord; (iii) Seller has received no written notice portion of the Premises will be used as a landfill or dump; (iv) Tenant will not install any underground tanks of any proposed, threatened type; (v) Tenant will not allow any surface or existing investigation, administrative order, consent order and agreement, litigationsubsurface conditions to exist or come into existence that constitute, or settlement with respect to Hazardous Materialsthe passage of time may constitute, and a public or private nuisance; (vi) Tenant will not permit any Hazardous Substance to be brought onto the Property has not previously Premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. If at any time during or after the term of this Lease, the Hazardous Substances have been used as a landfilldetermined to cause harm to persons or property or the Premises are found to be so contaminated or subject to said conditions, cemeteryTenant agrees to indemnify and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as result of the date use of Hazardous Substances on the Closing in all material respects, except for any changes in any such representations Premises by Tenant. The foregoing indemnification shall survive the termination or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination expiration of this AgreementLease. The provisions To the best of this Section 8 shall survive Closing for a period Landlord’s knowledge, the Building and Premises are free of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedany Hazardous Substances.

Hazardous Substances. To SellerBorrower hereby represents and warrants to Lender that, to the best of Borrower's actual knowledge, after due inquiry and investigation: (a) the Mortgaged Property is not in direct or indirect violation of any local, state, federal or other governmental authority, statute, ordinance, code, order, decree, law, rule or regulation pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up including, without -------------------- independent investigation limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Resource Conservation and Recovery Act, as amended, and any state super-lien and environmental clean-up statutes (collectively, "Environmental Laws"); (b) the Mortgaged Property is not subject to any private or imputation of knowledge governmental lien or judicial or administrative notice or action relating to hazardous and/or toxic, dangerous and/or regulated, substances, solvents, wastes, materials, pollutants or contaminants, petroleum, tremolite, anthlophylie or actinolite or polychlorinated biphenyls (iincluding, without limitation, any raw materials which include hazardous constituents) and any other substances, materials or solvents which are included under or regulated by Environmental Laws (collectively, "Hazardous Substances"); (c) no Hazardous Materials Substances are or have been been, prior to Borrower's acquisition of the Mortgaged Property, discharged, disbursed, released, storedgenerated, treated, generateddisposed of or stored on, disposed of, incorporated in or allowed to escape on removed or transported from the Property, Mortgaged Property other than in compliance with all Environmental Laws; and (iid) no underground storage tanks exist on any of the Mortgaged Property. So long as Borrower owns or is in possession of the Mortgaged Property, Borrower shall keep or cause the Mortgaged Property to be kept free from Hazardous Substances (other than de minimis quantities of Hazardous Substances that are located necessary and lawfully used in the operation of the Mortgaged Property as currently operated, and which are stored and disposed of in compliance with all Environmental Laws) and in compliance with all Environmental Laws, shall promptly notify Lender if Borrower shall become aware of any Hazardous Substances on the Mortgaged Property and/or if Borrower shall become aware that the Mortgaged Property is in direct or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice indirect violation of any proposedEnvironmental Laws and Borrower shall remove such Hazardous Substances and/or cure such violations, threatened as applicable, as required by law, promptly after Borrower becomes aware of such Hazardous Substances or existing investigationsuch violations, administrative orderat Borrower's sole expense. Nothing herein shall prevent Borrower from recovering such expenses from any other party that may be liable for such removal or cure. Upon Lender's request, consent order at any time and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrencewhile this Agreement is in effect (but in no event more frequently than once in any three-year period or more frequently if specific facts and circumstances reasonably dictate, or otherwise at Lender's election but at Lender's expense), Borrower shall provide at Borrower's sole expense, an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Lender indicating the presence or absence of Hazardous Substances on the Mortgaged Property. If there is Borrower fails to provide such inspection or audit within 30 days after such request, Lender may order such inspection or audit, and Borrower hereby grants to Lender and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit. The cost of such inspection or audit shall be paid by Borrower and, if not so paid, shall be added to the principal balance of the sums due under the Note and the Mortgages (or either of them) and shall bear interest thereafter until paid at the Default Rate. The obligations and liabilities of Borrower under this Section shall survive any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingtermination, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementsatisfaction, or assignment of the Mortgages (iior either of them) terminate this Agreement and the exercise by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further Lender of any of its rights or obligations hereunderremedies thereunder including, except only for such rights or obligations thatwithout limitation, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery acquisition of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered Mortgaged Property by Purchaser prior to Closing foreclosure or a conveyance in the exercise lieu of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedforeclosure.

Hazardous Substances. To SellerBorrower hereby represents and warrants to Lender that, to the best of Borrower's actual knowledge, except as disclosed in the Environmental Reports: (a) the Mortgaged Property is not in material violation of any local, state, federal or other governmental authority, statute, ordinance, code, order, decree, law, rule or regulation pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up including, without -------------------- independent investigation limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Resource Conservation and Recovery Act, as amended, and any state super-lien and environmental clean-up statutes (collectively, "Environmental Laws"); (b) the Mortgaged Property is not subject to any private or imputation of knowledge governmental lien or judicial or administrative notice or action relating to hazardous and/or toxic, dangerous and/or regulated, substances, solvents, wastes, materials, pollutants or contaminants, petroleum, tremolite, anthlophylie or actinolite or polychlorinated biphenyls (iincluding, without limitation, any raw materials which include hazardous constituents) and any other substances, materials or solvents which are included under or regulated by Environmental Laws (collectively, "Hazardous Substances"); (c) no Hazardous Materials Substances are or have been been, prior to Borrower's acquisition of the Mortgaged Property, discharged, disbursed, released, storedgenerated, treated, generateddisposed of or stored on, disposed of, incorporated in or allowed to escape on removed or transported from the Property, Mortgaged Property other than in compliance with all Environmental Laws; and (iid) no underground storage tanks exist on any of the Mortgaged Property in violation of Environmental Laws. So long as Borrower owns or is in possession of the Mortgaged Property, Borrower shall keep or cause the Mortgaged Property to be kept free from Hazardous Substances (other than de minimis quantities of Hazardous Substances that are located necessary and lawfully used in the operation of the Mortgaged Property as a hotel or motel, and which are stored and disposed of in compliance with all Environmental Laws) and in compliance with all Environmental Laws, shall promptly notify Lender if Borrower shall become aware of any Hazardous Substances on the Mortgaged Property (other than de minimis quantities of Hazardous Substances that are necessary and lawfully used in the operation of the Mortgaged Property as a hotel or were located on motel, and which are stored and disposed of in compliance with all Environmental Laws) and/or if Borrower shall become aware that the Mortgaged Property and subsequently removed is in direct or filled, (iii) Seller has received no written notice indirect violation of any proposedEnvironmental Laws and Borrower shall remove such Hazardous Substances and/or cure such violations, threatened as applicable, as required by law, promptly after Borrower becomes aware of such Hazardous Substances or existing investigationsuch violations, administrative orderat Borrower's sole expense. Borrower shall have the right to contest any Environmental Law (as such term is defined in the Environmental Agreement) as provided in the Environmental Agreement, consent order subject to any and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information all conditions to the contrary exercise of such right contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associatestherein. Nothing herein shall prevent Borrower from recovering such expenses from any other party that may be liable for such removal or cure. Upon Lender's request, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent at any time and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior while this Agreement is in effect (but in no event more frequently than once in any three-year period or more frequently if specific facts and circumstances reasonably dictate, or otherwise at Lender's election but at Lender's expense), Borrower shall provide at Borrower's sole expense, an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer reasonably approved by Lender indicating the presence or absence of Hazardous Substances on the Mortgaged Property; provided, however, unless Lender demonstrates a reasonable factual basis to Closing upon their occurrencebelieve that Hazardous Substances or Asbestos exists on a property comprising a portion of the Mortgaged Property creating a condition in violation of applicable law, Borrower shall not be required to expend during the term of the Loan in excess of $45,000.00 in the aggregate for such inspections or audits or inspections or audits of the Mortgaged Property prepared by an engineering or consulting firm reasonably approved by Lender, indicating the presence or absence of Asbestos on the Mortgaged Property pursuant to Section 36 hereof. If there is Borrower fails to provide such inspection or audit within 60 days after such request, Lender may order such inspection or audit, and Borrower hereby grants to Lender and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit at reasonable hours and on reasonable notice to Borrower. Subject to the limitations contained in this Section concerning aggregate expense to Borrower, the cost of such inspection or audit shall be paid by Borrower and, if not so paid, shall be added to the principal balance of the sums due under the Note and the Mortgage and shall bear interest thereafter until paid at the Default Rate. The liabilities of Borrower under this Section shall survive any material termination, satisfaction, or assignment of the Mortgage and adverse change the exercise by Lender of any of its rights or remedies thereunder including, without limitation, the acquisition of the Mortgaged Property by foreclosure or a conveyance in any representations or warranties and Seller elects not cure or correct such changes prior lieu of foreclosure. Notwithstanding anything herein to Closingthe contrary, then Purchaser may, at Purchaser's option, Borrower shall have no liability under this Section with respect to: (i) close any acts or omissions which occur from and consummate after the transaction contemplated conveyance of the Mortgaged Property to Lender, or its designee, by this Agreementforeclosure, deed in lieu of foreclosure or similar transaction, or the discharge, by satisfaction or assignment of the Mortgage; or (ii) terminate this Agreement any matters which arise by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery reason of the Special Warranty Deedacts or omissions of Lender or any of successors, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedassigns or designees.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (ia) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of Without limiting any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date foregoing provisions of this Article V, Tenant shall not generate, cause or permit to be released (whether by way of uncapping, pouring, spilling, spraying, spreading, attaching, leaking or otherwise) into or onto the Closing in all material respectsPremises, except for the Building, the Project or the surrounding areas (including the ground and ground water thereunder and the sewer and drainage systems therein) any changes in any such representations hazardous substances (as defined or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser established from time to time prior by applicable local, state or federal law). The term "hazardous substances" includes, among other things, hazardous waste. Tenant shall immediately notify Landlord if any such release occurs, and, as to Closing upon their occurrence. If there is any material and adverse change in any representations such release that has been caused or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, permitted by Tenant: (i) close Tenant shall, at its sole cost and consummate expense, immediately and entirely remove such released hazardous substance in a manner fully in compliance with all laws pertaining to the transaction contemplated by this Agreementremoval and storage or disposal thereof, or and provide Landlord with evidence that Tenant has fully complied with such removal obligation; and (ii) terminate this Agreement by written notice Tenant hereby agrees to Sellerindemnify and hold harmless Landlord, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to PurchaserLandlord's mortgagee, Landlord's management company, and thereafter their partners, officers, directors, employees and agents (collectively, the parties hereto "Landlord Indemnified Parties") of and from any liability, public or private, resulting to Landlord as a result of such release and agrees to, and does hereby, indemnify such Landlord Indemnified Parties from and against any expense or cost incurred by Landlord, of any nature whatsoever, which results, in whole or in part, directly or indirectly, from a release of a hazardous substance which is caused or permitted by Tenant. In addition to the foregoing, Tenant shall have no further rights or obligations hereunder, except only for such rights or obligations that, by at all times be and occupy the express terms hereof, survive any termination of this AgreementPremises in compliance with all Legal Requirements. The provisions of this Section 8 5.6(a) shall survive Closing the expiration or termination of this Lease for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedany reason.

Hazardous Substances. To Seller's actual knowledgeTenant agrees not to, without -------------------- independent investigation and shall cause all of the Tenant Controlled Parties not to, store, produce or imputation of knowledge (i) no permit any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substances on or allowed to escape on the Property, (ii) no underground storage tanks are located on about the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice other property of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuseLandlord; exceptprovided, however, Tenant may use reasonable chemicals such as lubricants, solvents, gases and cleaning fluids of the kind and in amounts and in the manner customarily found and used in a general office and laboratories in order to conduct its Permitted Use at the Leased Premises; provided, that any information handling, treatment, transportation, storage, disposal or use of Hazardous Substances by Tenant in or about the Leased Premises or the Property shall strictly comply with all Applicable Laws, including, without limitation, environmental laws. Notwithstanding anything to the contrary contained herein, the parties acknowledge that Tenant wishes and intends to use all or a portion of the Leased Premises as a biotechnology research and development facility in conformance with the conduct by Tenant of its business in accordance with the Permitted Use, that such use, as conducted or proposed to be conducted by Tenant, would customarily include the handling of Hazardous Substances, and that Tenant shall therefore be permitted to engage in the Phase I handling in the Leased Premises of necessary and reasonable quantities of Hazardous Substances customarily used in or incidental to the operation of a bio-technological research, development preparation and/or dispensing facility in conformance with business operations of Tenant in the manner conducted or proposed to be conducted by Tenant hereunder (“Permitted Hazardous Substances”), provided that the handling of such Permitted Hazardous Substances by Tenant shall at all times comply with and be subject to all provisions of this Lease and all Applicable Laws. “Hazardous Substances” shall mean asbestos, asbestos-containing materials, polychlorinated biphenyls, mercury, lead, lead-based paint, chlorofluorocarbons, petroleum-based products, petroleum byproducts, explosives and other substances regulated by the Comprehensive Environmental Site Assessment prepared Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., the Resources Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., or any other federal, state or local laws, rules, regulations or ordinances relating to the regulation of toxic or hazardous materials or otherwise to the environment, all as the same may have heretofore been or may hereafter be amended. Tenant shall indemnify, defend and hold Landlord harmless against and from any expense for the cost of clean-up or removal and from any liability, damage, claim, cost or expense whatsoever (including, without limitation, reasonable attorneys' fees) resulting from the releasing, spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying, dumping, use, handling, treatment, manufacture, transportation, generation, storage or sale of Hazardous Substances by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as Tenant or any of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrenceTenant Controlled Parties. If there is Tenant fails to promptly commence any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingclean-up that may be required hereunder, then Purchaser Landlord may, at Purchaser's optionbut shall not be obligated to, (i) close commence and consummate complete such clean-up and removal irrespective of any actions taken or intended to be taken by Tenant or any other party, and, in addition to any other rights and remedies Landlord may have, Landlord may charge Tenant, as Additional Rent, for the transaction contemplated by this Agreemententire cost and expense thereof, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money which shall be immediately returned by Escrow Agent to Purchaser, and thereafter payable on demand. Tenant's indemnification obligations hereunder shall survive the parties hereto shall have no further rights expiration or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual knowledgeExcept for customary materials necessary for operation, cleaning and maintenance of the Leased Property, none of the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without -------------------- independent investigation prior written notice to the City and the Trustee and all Hazardous Substances, including customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or imputation used or kept on or about the Leased Property, provided unless the Trustee has exercised its right to take possession of knowledge (i) the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility under this Section to monitor or investigate whether the Lease Property complies with environmental laws or is subject to any Hazardous Materials have been dischargedSubstance. If the presence of Hazardous Substance on the Leased Property caused or permitted by the City, disbursedthe Trustee or any sublessee, releasedpurchaser or assignee of the Leased Property from the Trustee, storedas the case may be, treated, generated, disposed ofresults in contamination of the Leased Property, or allowed to escape on if contamination of the Leased Property by Hazardous Substance otherwise occurs for which the City, the Trustee or any sublessee or assignee of the Leased Property, (ii) no underground storage tanks as the case may be, is legally liable for damage resulting therefrom, then the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties hereto or assignees hereof that have not caused or permitted such contamination and are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement not so legally liable with respect to Hazardous Materialsthis Site Lease from claims for damages, penalties, fines, costs, liabilities or losses; provided that the cost of such defense: (a) in the case of the Trustee, shall be payable only if the Trustee has exercised its right to take possession of the Leased Property and shall be payable solely from the Series 2020A Trust Estate or Series 2020B Trust Estate; or (vib) in the Property has not previously been used as a landfillcase of the City, cemetery, or as a dump for garbage or refuse; except, however, any information shall be payable only to the contrary contained in extent permitted by law and only if the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy cost of which such defense has been furnished annually appropriated by the City. This duty to Purchaserreimburse legal expenses is not an indemnification. At Closing, Seller shall represent and warrant to Purchaser It is expressly understood that all representations and warranties of Seller in this Agreement remain true and correct as none of the date City, the Trustee or any sublessee, purchaser or assignee is indemnifying any other person with respect to this Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Closing in all material respects, except for any changes in any such representations Leased Property is caused or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.permitted by:

Hazardous Substances. To Seller's actual knowledgeTenant shall not cause or permit any Hazardous Substances to be brought upon, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, releasedproduced, stored, treatedused, generated, discharged or disposed of, of in or allowed near the Premises unless Landlord has consented to escape on the Property, (ii) no underground such storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; exceptuse in its sole discretion. Tenant may use, however, any information to the contrary Hazardous Substances in such manner and at such levels as contained in customarily used office and cleaning supplies, provided that Tenant shall be fully liable for such use, shall promptly remove such products at the Phase I termination of this Lease and shall report promptly to Landlord any spill or discharge or such products in excess of normal usage. "Hazardous Substances" include those hazardous substances described in the Comprehensive Environmental Site Assessment prepared by Xxxxxxxx & AssociatesResponse, Inc.Compensation and Liability Act of 1980, issued April 17as amended, 199742 U.S.C. Section 9601 et seq., a copy of which has been furnished to Purchaserthe Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any other applicable federal, state or local law, and the regulations adopted under these laws ("Environmental Laws"). At ClosingIf any lender or governmental agency shall require testing for Hazardous Substances in the Premises, Seller Tenant shall represent pay for such testing. Landlord represents and warrant to Purchaser warrants that all representations and warranties of Seller in this Agreement remain true and correct as of the date hereof Landlord has no present knowledge and received no notice of any spill or discharge of Hazardous Substances on the Closing in all material respects, except Premises that would constitute a current violation of Environmental Laws. Landlord shall be liable for any changes Hazardous Substances located on the Premises and not used, stored and disposed of in any such representations or warranties that occur accordance with Environmental Laws which existed on the Premises prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrencethe Commencement Date. If there is Landlord fails to initiate any material and adverse change in any representations clean-up or warranties and Seller elects not cure or correct such changes prior other action required pursuant to ClosingEnvironmental Laws, then Purchaser mayupon thirty (30) days prior written notice to Landlord, at Purchaser's optionTenant shall have the right, but not the obligation, to perform such action as required by Environmental Laws in which event (i) close during the first twenty-four (24) months of this Lease, Tenant's Base Rent shall be offset by and consummate the transaction contemplated by this Agreement, or (ii) terminate thereafter Landlord shall promptly reimburse Tenant for, the actual costs incurred by Tenant in undertaking the same. If the event of any release of any Hazardous Substance on, in or from the Premises in violation of this Agreement Lease by Tenant, or any of its agents, employees, servants, contractors, licensees and invitees, Tenant shall immediately clean-up or initiate any other action in order to comply with Environmental Laws. In the event Tenant fails to immediately take such appropriate action, upon thirty (30) days written notice to SellerTenant, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto Landlord shall have no further rights the right, but not the obligation, to perform such actions as required by Environmental Laws in which event Tenant shall promptly reimburse Landlord for its actual costs in undertaking the same. Tenant shall indemnify and hold harmless Landlord of and from any and all liabilities (including strict liabilities), penalties, demands, actions, costs and expenses (including without limitation legal fees and expenses), incurred or suffered by Landlord or asserted by a third party against Landlord, directly or indirectly arising out of or due to the breach of Tenant's obligations hereunderset forth in this Section 25 or otherwise as a result of the release or unlawful presence of Hazardous Substances on the Premises after the Commencement Date and during the Term of this Lease, except only for such rights unless the release is as a result of the negligence or obligations that, by willful misconduct of Landlord. Such indemnification shall survive the express terms hereof, survive any expiration or earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual Concurrently with the execution hereof, Borrower warrants and represents to Bank that, to the best of Borrowers knowledge, without -------------------- the SLF and all real property, now or previously owned by Borrower during the period of Borrowers ownership, and are not now being used in violation of any federal, state or local environmental law, ordinance or regulation; that no proceedings have been commenced, or notices(s) received, concerning any alleged violation of any such environmental law, ordinance or regulation. Borrower covenants that it shall not permit any such materials to be brought onto the SLF or any other real property owned by Borrower, or if so brought or found located thereon, shall be immediately removed with proper disposal, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all applicable laws, ordinances and regulations. Borrower herein indemnifies and holds Bank harmless against any loss, claim or costs incurred by Bank in connection with the warranties granted herein. Borrowers obligations hereunder shall survive any proceeding to enforce Bank's rights under the Loan Documents. If the Bank has reasonable belief of the existence of an environmental problem or if required by any banking regulation, but no more frequently than once each calendar year, the Bank may in its reasonable discretion, at its election, obtain one or more environmental assessments of the Land prepared by a geohydrologist, an independent investigation engineer, or imputation of knowledge other qualified consultant or expert approved by Bank evaluating or confirming (i) no whether any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substances are present in the soil or allowed to escape on water at the Property, Land and (ii) no underground whether the use and operation of the Land complies with all applicable Environmental Laws relating to air quality, environmental control, release of oil, hazardous materials, hazardous wastes and hazardous substances, and any and all other applicable environmental laws. Environmental assessments may include detailed visual inspection as to the Land including, without limitation, any and all storage tanks areas, storage tanks, drains, dry xxxxx, and leasing areas and the taking of soil samples, surface water samples, and ground water samples, as well as such other investigations or analyses as are located necessary or appropriate for a complete determination of the compliance of the Land and the use and operation thereof with all applicable Environmental Laws. Such environmental assessment shall be the sole cost and expense of Borrower. In the event that it is determined that additional tests and/or remediation are necessary as a result of the aforesaid assessments, or in the event such additional testing or remediation is recommended by the aforesaid assessments, Borrower agrees to immediately perform the tests or undertake the remediation as recommended. In the event contamination or other environmental problem is found on the Property or were located on Land and Borrower does not promptly undertake the Property remediation as recommended, Borrower shall be in default hereunder. Bank shall use best efforts to keep and subsequently removed or filledmaintain matters set forth in any hazardous substances notices and/or environmental assessments confidential by and among the Bank's employees, (iii) Seller has received no written notice of any proposedagents, threatened or existing investigation, administrative order, consent order representatives and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuseassigns; exceptexcepting, however, any information when required by operation of law to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in report any such representations or warranties that occur prior matters contained therein to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedgovernmental agency.

Hazardous Substances. To SellerWith respect to Tenant's actual knowledgeuse of the Building, Tenant at all times, at its own cost and expense, shall comply with all Laws relating to the use, analysis, production, storage, sale, disposal or transportation of any hazardous materials ("Hazardous Substance Laws',), including, without -------------------- independent investigation limitation, oil or imputation petroleum products or their derivatives, solvents, PCB's, explosive substances, asbestos, radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, infectious, contaminating or pollution materials ("Hazardous Substances',) which now or in the future are subject to any governmental regulation. Tenant shall not use, generate, store or dispose of knowledge (i) no any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substances in or allowed to escape on the PropertyLeased Premises or the Building (except to the extent and in the quantities any such Hazardous Substances are commonly used for general office purposes and then only in strict accordance with all Hazardous Substance Laws). Except in emergencies or as otherwise required by Law, Tenant shall not take any remedial action in response to the presence or release of any Hazardous Substances on or about the Building without first giving written notice of the same to Landlord. Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Substances in any way connected with the Building without first notifying Landlord of Tenant's intention to do so and affording Landlord the opportunity to participate in any such proceedings. Landlord shall have the right at all reasonable times to (a) inspect the Leased Premises, (iib) no underground storage tanks are conduct tests and investigations to determine whether Tenant is in compliance with the above provisions, and (c) request lists of all Hazardous Substances used, stored or located on the Leased Premises by Tenant. All costs and expenses incurred by Landlord in connection with any environmental investigation shall be paid by Landlord (and may be included in Operating Expenses), except that if any such environmental investigation shows that Tenant has failed to comply with the provisions of this Section, or that the Building or the Real Property (including surrounding soil and any underlying or were located adjacent groundwater) have become contaminated due to the operations or activities in any way attributable to Tenant, then all of the costs and expenses of such investigation shall be paid by Tenant. Tenant's indemnity under Section 20 shall specifically extend to all liability, including all foreseeable and unforeseeable consequential damages, directly or indirectly arising out of the use, generation, disposal or storage of Hazardous Substances by Tenant, including without limitation the costs of any required repair, cleanup or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, to the full extent that such action is proximately caused by the use, generation, storage, or disposal of Hazardous Substances by Tenant. Neither the written consent by Landlord to the use, generation, disposal or storage of Hazardous Substances by Tenant nor the strict compliance by Tenant with all Hazardous Substances Laws shall excuse Tenant from its indemnity obligation. In the event Tenant's occupancy or conduct of business in or on the Property and subsequently removed Leased Premises, whether or fillednot Landlord has consented to the same, (iii) Seller has received no written notice of results in any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement increase in premiums for the insurance carried from time to time by Landlord with respect to Hazardous Materialsthe Building, Tenant shall pay any such increase in premiums upon billing by Landlord. In determining whether increased premiums are a result of Tenant's use or occupancy of the Leased Premises, a schedule issued by the organization computing the insurance rate on the Building showing the various components of such rate shall be conclusive evidence of the several items and (vi) charges which make up such rate. Tenant shall promptly comply with all reasonable requirements of the Property has not previously been used as a landfill, cemetery, insurance authority or as a dump for garbage of any insurer now or refuse; except, however, any information later in effect relating to the contrary contained in the Leased Premises. Landlord hereby discloses to Tenant that a Phase I Environmental Site Assessment prepared and Limited Asbestos Survey and Hazard Assessment were performed on the Property by Xxxxxxxx & AssociatesHygienetics, Inc.Inc. of Emeryville, issued April 17California in 1990. Hygienetics, 1997Inc. supplemented the Limited Asbestos Survey in June, a copy 1991 and March, 1995. Such surveys and assessment revealed 13 samples of vinyl tile floor mastic, and two samples of vinyl floor tiles, in the Building, which contained asbestos and revealed the presence of limited quantities of hazardous and toxic substances such as cleaning materials, lead and acid batteries in the basement and diesel fuel storage tanks. Complete copies of the Site Assessment and Asbestos Surveys are available for inspection in the Building management office. Except as disclosed in the Site Assessment and Asbestos Surveys, Landlord has been furnished no actual knowledge of Hazardous Substances in the Building that must be removed in order for the Building to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller comply with Hazardous Substances Laws in this Agreement remain true and correct effect as of the date of this Lease. Tenant has had the Closing in all material respectsopportunity, except for any changes in any such representations or warranties that occur prior to Closing execution and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination delivery of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days Lease, to make such further investigation and not be merged into inquiry about such matters as Tenant deems appropriate and Tenant accepts the delivery Premises with knowledge of the Special Warranty Deed, provided however, risks that representations may be associated with the presence of all materials or conditions disclosed in such surveys and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedassessment.

Hazardous Substances. To Seller's actual knowledgeExcept in compliance with all laws and/or regulations, without -------------------- independent investigation during the term of this Lease and all Renewal Lease Terms, Tenant shall not cause or imputation permit any Hazardous Substances to be brought upon, kept or used in or about the Premises, and except in compliance with all laws, Landlord shall not cause or permit any Hazardous Substances to be brought upon, kept or used in or about the Premises or the Property. Except in compliance with all laws, Tenant shall not cause or permit the release of knowledge any Hazardous Substances into any environmental media such as air, water or land, or into or on the Premises, and except in compliance with all laws and/or regulations and the requirements of any insurance carrier insuring the Property or the Premises, Landlord shall not cause or permit the release of any Hazardous Substances into any environmental media such as air, water or land, or into or on the Property or the Premises. If any such release for which Tenant is responsible under this Section shall occur during the Term or any extension thereof, Tenant shall, at its sole cost and expense, (i) no Hazardous Materials have been dischargedimmediately take all necessary steps to contain, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Propertycontrol and clean up such release and any associated Contamination, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materialsnotify Landlord, and (ii) take any and all action which may be required by Environmental Laws and governmental agencies, and/or reasonably required by Landlord, unless the release or violation of Environmental Laws shall have been caused by any act, omission, negligence or willful misconduct of Landlord or its agents, employees, servants, contractors, licensees, tenants, invitees, successors or assigns, in which event Landlord shall be responsible for and shall pay all costs and expenses to remedy the same. Tenant shall under no circumstances whatsoever, except in compliance with all applicable laws, (iv) treat, store or dispose of any Hazardous Waste (as all such terms are defined by RCRA, and the regulations promulgated thereunder) within the Premises, (v) discharge Hazardous Substances into the storm system serving the Premises, or (vi) install any underground tank or underground piping on or under the Property has not previously been used Premises, other than as a landfillshall be reasonably required in the use and occupancy of the Premises (or in replacement of such existing underground storage tank or underground piping) and then only in full compliance with all Environmental Laws. If any such release for which Landlord is responsible under this Section shall occur during the Term or any extension thereof, cemeteryLandlord shall, at its sole cost and expense, (vii) immediately take all necessary steps to contain, control and cleanup such release and any associated Contamination, (viii) notify Tenant, and (ix) take any and all action which may be required by Environmental Laws and governmental agencies and/or reasonably required by Tenant. In the event of any governmental or court order concerning Hazardous Substances on the Premises or the Property, except to the extent caused by Tenant or its employees, agents, contractors, servants, licensees, tenants, invitees, successors or assigns, or as their respective agents, contractors, employees, servants, licensees, invitees, subtenants, successors or assigns, that precludes Tenant from reasonable operation of its business on the Premises, Tenant may cease operating and Rent shall be abated. If such governmental or court order is not resolved in such a dump for garbage or refuse; except, however, any information manner that permits Tenant to resume reasonable operation of its business on the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as Premises within six (6) months of the date of the Closing in all material respectsorder, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) Tenant may terminate this Agreement Lease by giving Landlord fifteen (15) days written notice of its election to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deeddo so.

Hazardous Substances. To SellerThe Mortgagor warrants, covenants and represents that there does not exist in or under the Mortgaged Property any pollutant, toxic or hazardous waste or substance, or any other material the release or disposal of which is regulated by any law, regulation, ordinance or code related to pollution or environmental contamination, and that, as to the best of Mortgagor's actual knowledge, without -------------------- independent investigation no part of the Mortgaged Property was ever used for any industrial or imputation of knowledge (i) no Hazardous Materials have been dischargedmanufacturing purpose or as a dump, disbursed, released, stored, treated, generated, disposed ofsanitary landfill, or allowed to escape gasoline service station, and that there exists on the PropertyMortgaged Property no storage tanks, (ii) no underground storage tanks are located on the Property electrical transformers or were located on the Property and subsequently removed other equipment containing PCBs or filled, (iii) Seller material amounts of asbestos. The Mortgagor represents that it has received no summons, citations, directives, letters or other communications, written notice or oral, from any federal, state or local agency or department concerning the storing, releasing, pumping, pouring, emitting, emptying or dumping of any proposedpollutant, threatened toxic or existing investigationhazardous waste or substance on the Mortgaged Property. The Mortgagor covenants and agrees that it shall not, administrative ordernor shall it permit others to, consent order use the Mortgaged Property for the business of generating, transporting, storing, treating or disposing of any pollutant, toxic or hazardous waste or substance, nor shall it either take or fail to take any action which may result in a release of any hazardous substance from or onto the Mortgaged Property. The Mortgagor further covenants and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller agrees that it shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing comply in all material respects, except for and maintain the Mortgaged Property in compliance, with any changes in and all federal, state and local hazardous waste and other environmental laws, rules, regulations and orders. In addition to all rights of access granted the Mortgagee pursuant to Section 1.06 hereof, during the term of the loan contemplated hereby, the Mortgagee, or any such representations authorized agent, contractor or warranties that occur prior representative of the Mortgagee, is hereby irrevocably authorized to Closing enter upon the Mortgaged Property at any time and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations for the purpose of performing inspections, taking soil borings or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementother borings, or (ii) terminate this Agreement by written notice conducting any other tests or procedures on, in or about the Mortgaged Property as the Mortgagee deems necessary or appropriate to Sellerdetermine whether any hazardous or toxic substances, whereupon including without limitation asbestos or PCBs, are present on, under or about the Xxxxxxx Money shall be immediately returned by Escrow Agent Mortgaged Property. The Mortgagor agrees to Purchaserindemnify and to hold the Mortgagee harmless from any and all claims, causes of action, damages, penalties, and thereafter costs (including, but not limited to, attorneys' fees, consultants' fees and related expenses) which may be asserted against, or incurred by, the parties hereto Mortgagee resulting from or due to release of any hazardous substance or waste on the Mortgaged Property or arising out of any injury to human health or the environment by reason of the condition of or past activity upon the Mortgaged Property. The Mortgagor's duty to indemnify and hold harmless includes, but is not limited to, proceedings or actions commenced by any person (including, but not limited to, any federal, state, or local governmental agency or entity) before any court or administrative agency. The Mortgagor further agrees that pursuant to its duty to indemnify under this section, the Mortgagor shall have no further rights or obligations hereunder, except only for such rights or obligations that, indemnify the Mortgagee against all expenses incurred by the express terms hereof, Mortgagee as they become due and not waiting for the ultimate outcome of the litigation or administrative proceeding. The Mortgagor's obligations to indemnify and hold the Mortgagee harmless hereunder shall survive any termination repayment of the Mortgage Amount and satisfaction or foreclosure of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedMortgage.

Hazardous Substances. To SellerDuring Garvey's actual knowledgeownership, without -------------------- independent investigation lease or imputation use of knowledge property owned, leased or used bx xx (ixxe "Property"): (a) the Property is not being and has not been used by Garvey for the storage, treatment, generation, transportation, procexxxxx, handling, burial or disposal of any Hazardous Substance in material violation of any Environmental Laws; (b) no release of a Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substance has occurred by Garvey on or allowed about the property in quantities which individually or xx xxx aggregate would require reporting to escape on the Property, any Governmental Authority; (iic) no underground storage tanks are or have been located on the Property; (d) there are not and have not been any Hazardous Substances resulting from Garvey's ownership, lease or use of the Property or were located in concentrations wxxxx xxxeed amounts permitted by applicable Environmental Laws on the Property; (e) all environmental permits and authorizations necessary to the continued use of the Property by Garvey and subsequently the operation of the facilities located thereon by Garvey xxxx been obtained, are being complied with, and all fees and xxxxxsments in association therewith have been timely paid; (f) the Property is not being and has not been used by Garvey as a site for burial of sanitary waste or other non-hazardous xxxxx; (g) the off-site transportation, storage, treatment, recycling or disposal of Hazardous Substances and non-hazardous substances existing on, generated or removed from the Property by Garvey have been and are in compliance with applicable Environmental Xxxx; and (h) there are no capital improvements requiring any expenditures by Garvey in order to comply with any current or filledproposed Environmental Xxxx. To the knowledge of Garvey and the Shareholder, each of (iiia) Seller has received no written notice through (g) of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement the immediatexx xxxceding sentence is true with respect to Hazardous Materialsthe Property prior to its ownership or lease by Garvey, and (vi) with respect to properties adjacent to the Property Property. No xxxxxx has not previously been used as a landfillserved on Garvey or the Shareholder from any entity, cemeterygovernmental agency or inxxxxxxal regarding any existing, pending or threatened investigation, inquiry, enforcement action or litigation related to alleged violations under any applicable Environmental Laws, or as a dump regarding any claims for garbage remedial obligations, response costs or refuse; except, however, contribution under any information to the contrary contained in the Phase I applicable Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLaws.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Landlord hereby covenants and warrants to Tenant that the Premises will not contain any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed ofMaterial, or allowed to escape on if such material does exist, it exists in compliance with all applicable federal, state or local law, and agrees that if during the Propertyterm of the Lease Hazardous Material not introduced by Tenant is discovered within the Premises, (ii) no underground storage tanks are located on or any state, federal or local governmental authority or agency having jurisdiction requires the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice removal of any proposedHazardous Material, threatened Landlord shall at Landlord's expense remove, encapsulate or existing investigation, administrative order, consent order and agreement, litigation, or settlement take other accepted abatement measures with respect to such Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, Material in compliance with or as a dump for garbage or refuse; exceptrequired by all applicable laws, howeverrules and regulations of local, state and federal governmental authorities. Landlord shall defend, indemnify and save Tenant harmless from and against any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associatesinjuries, Inc.claims, issued April 17accidents, 1997damages, a copy liabilities and expenses (including reasonable counsel fees) arising out of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as any breach of the date foregoing representation and warranty of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this AgreementLandlord. The provisions of this Section 8 paragraph shall survive Closing for a period of 90 days and not be merged into the delivery expiration or termination of the Special Warranty DeedLease. For purposes of this Section 7, provided howeverHazardous Material shall include flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives thereof or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances. The parties anticipate that representations Landlord may be required to conduct certain environmental work at, about or beneath the Building following completion of the Building and warranties covering matters commencement of the Initial Term, which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but may involve monitoring and pumping sub-surface water. Any and all such work shall be merged into the delivery entire responsibility of Landlord to be conducted at Landlord's sole cost and risk including additional water/sewer charges for such water, and without interference to Tenant's quiet enjoyment of the Special Warranty DeedPremises.

Hazardous Substances. To Seller4.21.1 Tenant agrees that neither Tenant, any of Tenant's actual knowledgeAgents nor any other person acting at the direction or being under the control of Tenant or any of Tenant's Agents will store, without -------------------- independent investigation place, generate, manufacture, refine, handle, or imputation locate on, in, under or around the Land or Building any Hazardous Substance, except for storage, handling and use of knowledge reasonable quantities and types of cleaning fluids and office supplies in the Premises in the ordinary course and the prudent conduct of Tenant's business in the Premises, provided that, (ia) the storage, handling and use of such permitted Hazardous Substances must at all times conform to all Governmental Requirements and to applicable fire, safety and insurance requirements; (b) the types and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant's operation in the Premises and reasonable and appropriate for a first-class building of the same or similar use and in the same market area as the Building; (c) no Hazardous Materials Substance shall be spilled or disposed of on, in, under or around the Land or Building or otherwise discharged from the Premises or any area adjacent to the Land or Building; and (d) in no event will Tenant be permitted to store, handle or use on, in, under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the Land or Building, unless: (1) such Hazardous Substance and the expected rate increase have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed specifically disclosed in writing to escape on the Property, Landlord; (ii2) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller Tenant has received no written notice of agreed in writing to pay any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect rate increase related to each such Hazardous Materials, Substance; and (vi3) the Property Landlord has not previously been used as a landfillapproved in writing each such Hazardous Substance, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money approval shall be immediately returned by Escrow Agent subject to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLandlord's sole discretion.

Hazardous Substances. To Seller's actual knowledgeExcept as set forth in the environmental reports and documentation identified on SCHEDULE 1 attached hereto and incorporated herein by this reference, Borrowers, jointly and severally, hereby warrant and represent to, and covenant with, Bank to the best knowledge and belief of Borrowers, without -------------------- independent investigation regard to whether Bank has or imputation hereafter obtains any knowledge or report of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, the environmental condition of the Property as follows: that during the period of Borrowers' or allowed to escape on any one of Borrowers' ownership of the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been and is not now being used as a landfillin violation of any federal, cemeterystate or local environmental law, ordinance or regulation, that no proceedings have been commenced, or as a dump for garbage notice(s) received, concerning any alleged violation of any such environmental law, ordinance or refuse; exceptregulation, howeverand that the Property is free of hazardous or toxic substances and wastes, contaminants, oil, radioactive or other materials the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any information federal, state or local agency, authority or governmental unit. Borrowers covenant that they shall neither permit any such materials to be brought on to the contrary contained Property, nor shall they acquire real property to be added to the collateral for the Loan upon which any such materials exist, except to the extent disclosed to Bank in environmental assessments or other writings; and if such materials are so brought or found located thereon, such materials shall be immediately removed, with proper disposal, to the Phase I Environmental Site Assessment prepared extent required by Xxxxxxxx & Associatesapplicable environmental laws, Inc.ordinances and regulations, issued April 17and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, 1997, a copy of which has been furnished to Purchaserordinances and regulations. At Closing, Seller shall Borrowers further represent and warrant to, and covenant with, Bank that Borrowers will promptly transmit to Purchaser Bank copies of any citations, orders, notices or other material governmental or other communications received with respect to any hazardous materials, substances, wastes or other environmentally regulated substances affecting the Property. Notwithstanding the foregoing, there shall not be a default of this provision should Borrowers store or use the aforesaid materials, provided that: such materials are necessary for the construction, operation, maintenance and repair of hospitals and medical office buildings and are stored or used in normal quantities for such purposes and provided that such materials are being held, stored and used in compliance with all representations applicable laws, regulations, ordinances and warranties requirements. The indemnity set forth below shall always apply to such materials, and it shall continue to be the responsibility of Seller Borrowers to take all remedial actions required under and in accordance with this Agreement remain true and correct as in the event of the date any unlawful release of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedmaterials.

Hazardous Substances. To Seller's actual knowledge(a) Tenant represents and warrants to Landlord that it shall not transport, without -------------------- independent investigation use, store, maintain, generate, manufacture, handle, dispose, release, or imputation discharge any Hazardous Materials (as hereinafter defined) upon or about the Leased Premises, nor permit any of knowledge its agents, representatives, employees, contractors, subcontractors, subtenants, licensees or invitees to engage in such activities upon or about the Leased Premises, and Tenant further agrees to indemnify and hold Landlord harmless from and against any and all claims, demands, actions, damages, losses, risks, litigation, liabilities and expenses (including reasonable attorneys’ fees and costs), from any claim now existing or which may arise due to Environmental Liabilities (as defined hereinafter), Tenant’s breach of said representation and warranty or violation of Environmental Law (as hereinafter defined). However, the foregoing provisions shall not prohibit products of the type and in the amounts typically used or sold in the ordinary course of business in connection with the operation of the Tenant’s business, provided: (i) no Hazardous Materials have been dischargedsuch substances shall be used and maintained only in such quantities as are reasonably necessary for Tenant’s permitted use of the Leased Premises, disbursedin accordance with Environmental Law and the manufacturers’ instructions therefor; (ii) such substances shall not be disposed of, released, stored, treated, generated, disposed of, or allowed discharged at the Leased Premises and shall be transported to escape on and from the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filledLeased Premises in compliance with Environmental Law, (iii) Seller has received no written notice if Environmental Law or Tenant’s trash removal contractor requires that any such substances from the Leased Premises be disposed of any proposedseparately from ordinary trash, threatened Tenant shall make arrangements at Tenant’s cost and expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site, and shall ensure that disposal occurs frequently enough to prevent unnecessary storage or existing investigation, administrative order, consent order and agreement, litigationaccumulation of such substances in the Leased Premises, or settlement with respect to Hazardous Materialson the Land, and (viiv) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any remaining such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money substances shall be immediately returned completely, properly and lawfully removed by Escrow Agent to Purchaser, and thereafter Tenant from the parties hereto shall have no further rights Leased Premises upon expiration or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior Lease or Tenant’s right to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedpossession.

Hazardous Substances. To Seller's actual knowledgeTenant shall not use, without -------------------- independent investigation produce, store , release, dispose or imputation handle in or about the l eased Premises or transfer to or from the Leased Premises (or permit any other party to do such acts) any Hazardous Substance (as defined herein) except in compliance with alI applicable Environmental laws (as defined herein). Tenant shall not construct or use any improvements, fixtures or equipment or engage in any act on or about the Leased Premises that would require the procurement of knowledge any license or permit pursuant to any Environmental Laws. Tenant shall immediately notify landlord of (i) no the existence of any Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substance on or allowed to escape on about the PropertyLeased Premises that may be in violation of any Environmental Law s (regardless of whether Tenant is responsible for the existence of such Hazardous Substance), (ii) no underground storage tanks are located any proceeding or investigation by any governmental authority regarding the presence of any Hazardous Substance on the Property leased Premises or were located on the Property and subsequently removed migration thereof to or filledfrom any other property, (iii) Seller has received no written notice of all claims made or threatened by any proposed, threatened third party against Tenant relating to any loss or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to injury resulting from any Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this AgreementSubstance, or (iiiv) terminate this Agreement by written notice Tenant's notification of the National Response Center of any release of a reportable quantity of a Hazardous Substance in or about the Leased Premises. "Environmenta law(s)" shall mean any federal, state or local statute, ordinance, rule, regulation or guideline pertaining to Sellerhealth, whereupon industrial hygiene, or the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaserenvironment, including without limitation, the federal Comprehensive Environmental Response, Compensation, and liability Act. "Hazardous Substance(s)" shall mean all substances, materials and wastes that are or become regulated, or classified as hazardous or toxic , under any Environmental l aw. If it is determined that any Hazardous Substance exists on the Leased Premises resulting from any act of Tenant or its employees, agents, contractors, licensees, subtenants or customers, then Tenant shall immediately take necessary act ion to cause the removal of such substance and shall remove such within ten (10) days after discovery. Notwithstanding the above, if the Hazardous Substance is of a nature that cannot be reasonably removed within ten (10) days Tenant shall not be in default if Tenant has commenced to cause such removal and proceeds diligently thereafter the parties hereto shall have no further rights or obligations hereunderto complete removal, except only for such rights or obligations thatthat in all cases, by any Hazardous Substance must be removed within sixty (60) days after discovery thereof. Furthermore, notwithstanding the express terms hereofabove, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing if in the exercise good faith judgment of commercially reasonable due diligence shall not survive Closing but shall be merged into landlord, the delivery existence of such Hazardous Substance creates an emergency or is of a nature which may result in immediate physical danger to persons at the Special Warranty DeedProperty or the Building, landlord may enter upon the Leased Premises and remove such Hazardous Substances and charge the cost thereof to Tenant as Additional Rent.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation Sublessee shall not cause or imputation of knowledge permit any Hazardous Substances (ias defined below) no Hazardous Materials have been discharged, disbursed, releasedto be used, stored, treated, generated, or disposed ofof in, on, or allowed to escape on about the PropertyPremises by Sublessee, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filledits agents, (iii) Seller has received no written notice of any proposedemployees, threatened or existing investigation, administrative order, consent order and agreement, litigationcontractors, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respectsinvitees, except for any changes such Hazardous Substances as are normally utilized in an office or light manufacturing environment. Any such Hazardous Substances permitted on the Premises as hereinabove provided, and all containers therefor, shall be used, kept, stored, and disposed of in a manner that complies with all Environmental Laws. Sublessee shall not discharge, release or emit Hazardous Substances on or about the Premises so as to pollute or contaminate air, soil (including sediment and subsurface soil), or water (including groundwater). Any testing, control, or treatment of discharges, releases or emissions of Hazardous Substances required as a result of Sublessee's use and occupancy of the Premises shall be solely the responsibility of Sublessee, and costs incurred by Sublessor in effecting any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closingtests, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementcontrols, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money treatment shall be immediately returned reimbursed by Escrow Agent Sublessee to PurchaserSublessor upon demand as additional rent. Sublessor reserves the right to enter upon the Premises at any time throughout the Prime Term or, if applicable, Additional Term of this Lease, subject to governmental security regulations and Sublessee's reasonable proprietary requirements, and thereafter upon prior notice, to assure compliance with this Section 12.01. For the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions purposes of this Section 8 shall survive Closing for a period of 90 days 12.01 and not be merged into the delivery of the Special Warranty DeedSection 10.02, provided however"Hazardous Substances" means substances defined as "hazardous substances," "hazardous materials," "hazardous wastes," "pollutants," or "contaminants," and any toxic, that representations radioactive, ignitable, corrosive, reactive, or otherwise hazardous substance, waste, or material, including, without 1imitation, asbestos and warranties covering matters which could have been discovered by Purchaser prior to Closing petroleum, its derivatives, by-products and other hydrocarbons, in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedeach case as regulated under any Environmental Law.

Hazardous Substances. To Seller's actual Landlord hereby represents that, to the best of their knowledge, without -------------------- independent investigation or imputation the Premises is free from material containing asbestos and/or Hazardous material risks. Landlord represents and warrants that (a) to the best of its knowledge (i) no Hazardous Materials there have been dischargedno complaints regarding the indoor air quality anywhere in the Building or in the ventilating system; (b) he will deliver to Tenant copies of any such complaints received; (c) to the best of his knowledge there are no indoor air pollution and/or air quality problems in the Building; (d) he will notify Tenant if he becomes aware that any indoor air quality or environmental problem is discovered or reported in the Building, disbursedand diligently undertake to correct such problem. If the Premises shall be rendered unusable because of a freon and/or asbestos-related problem, releasedair quality and/or air pollution found in the Premises or the Building in which the Premises is located, storedthe Rent due hereunder is to be abated until the premises are again usable. Tenant will only assume responsibility for environmental cleanup costs which are caused by Tenant, treatedits employees, generatedvisitors or invitees. Tenant will assume no responsibility for any migration of contaminates or those caused by current or prior building owners and tenants. Tenant and Landlord each respectively represent and warrant that (a) Tenant and Landlord have not used, disposed ofand will not in the future use, the Premises for the storage or disposal of any toxic or hazardous substance, as those terms are defined and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, U.S.C. § 9601 et seq., or allowed any other federal, state, or local law (“Hazardous Substance”), (b) Neither Tenant nor Landlord have knowingly allowed, and will not in the future knowingly allow, any other entity to escape dispose of or store any Hazardous Substance on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous MaterialsPremises, and (vic) Tenant and Landlord have no reason to suspect that any Hazardous Substance is in, on, under or about the Property has not previously been used as a landfillPremises. Tenant and Landlord shall respectively indemnify and hold the other harmless from any loss, cemeterydamage, cost or as a dump for garbage or refuse; exceptexpense (including reasonable attorney’s fees), however, resulting from any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as breaches of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing foregoing representation and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaserwarranty, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination indemnity provision of this Agreement. The provisions paragraph shall survive the termination or expiration of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual knowledge(A) As used in this Lease, without "HAZARDOUS SUBSTANCES" -------------------- independent investigation shall be defined as any substance that is biologically or imputation of knowledge (i) no Hazardous Materials have been dischargedchemically active or is a hazardous, disbursed, released, stored, treated, generated, disposed oftoxic, or allowed dangerous waste, substance (including, but not limited to, petroleum derivative substances), or material defined as such in (or for purposes of) any state, federal or local environmental laws, regulations, decrees or ordinances or in the Comprehensive Environmental Response, Compensation and Liability Act, as amended, or in any of the so called state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or any other federal, state or local regulation, order or decree relating to escape or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes thereto. (B) Tenant represents and warrants that, except for items commonly sold or utilized in marine and boating supply and accessories stores, no HAZARDOUS SUBSTANCES will be stored on the PropertyDemised Premises and that during the Term of this Lease or any Renewal Period thereof, (ii) no underground storage tanks are located HAZARDOUS SUBSTANCES will be discharged on the Property Entire Premises by Tenant or were located on the Property and subsequently removed anyone under its direction or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchasercontrol. At Closing, Seller shall represent and warrant to Purchaser Tenant agrees that all such representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this AgreementLease and Tenant agrees to indemnify and hold harmless the Landlord from any and all costs, expenses, claims and damages, including but not limited to attorneys' fees and costs of remediation, arising from Tenant's breach of any of the foregoing representations and warranties. The provisions (C) Landlord shall indemnify and hold Tenant harmless from and against all costs, expenses, and damages, including but not limited to attorneys' fees and costs of this Section 8 shall survive Closing remediation, arising out of any claim for a period loss or damage to property, injuries to or death of 90 days persons, any contamination of or adverse effects on the environment or any violation of any environmental or other law, caused by or resulting from any hazardous waste or HAZARDOUS SUBSTANCE or any leakage or contamination from underground tanks on or under the Entire Premises and not be merged into resulting from Tenant's operations in the delivery Demised Premises. This indemnification precedes, is concurrent with, and survives this Lease. (D) Furthermore, Landlord represents and warrants to Tenant that Landlord has no actual or constructive knowledge (1) of the Special Warranty Deedpresence of any HAZARDOUS SUBSTANCES on, provided howeverunder or within the Entire Premises; (2) of any spills, releases, discharges or disposals of HAZARDOUS SUBSTANCES that representations have occurred or are presently occurring on or onto the Entire Premises; (3) of any spills or disposal of HAZARDOUS SUBSTANCES that have occurred or are occurring adjacent to the Entire Premises as a result of any construction on or operation and warranties covering matters which could have been discovered by Purchaser prior use of the Entire Premises or adjacent property; (4) of any failure to Closing comply with all applicable local, state and federal environmental laws, regulations, ordinances, and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any HAZARDOUS SUBSTANCES on the Entire Premises or adjacent property; (5) the presence of any underground storage tanks now or in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into past on the delivery of the Special Warranty DeedEntire Premises.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation (CONTINUED) The indemnity obligations of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller Lessee under this clause shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of the Lease. At Lessor’s option, Lessee shall perform any required or necessary investigation, repair, cleanup, or detoxification of the Premises. In such case, Lessor shall have the right, in its sole discretion, to approve all plans, consultants, and cleanup standards. Lessee shall provide Lessor on a timely basis with (i) copies of all documents, reports, and communications with governmental authorities; and (ii) notice and an opportunity to attend all meetings with regulatory authorities. Lessee shall comply with all notice requirements and Lessor and Lessee agree to cooperate with governmental authorities seeking access to the Premises for purposes of sampling or inspection. No disturbance of Lessee’s use of the Premises resulting from activities conducted pursuant to this AgreementParagraph shall constitute an actual or constructive eviction of Lessee from the Premises. The provisions In the event that such cleanup extends beyond the termination of the Lease, Lessee’s obligation to pay rent (including additional rent, if any) shall continue until any cleanup required under this Lease is completed and any certificate of clearance or similar document from the applicable governmental agency has been delivered to Lessor. Rent during such holdover period shall be at market rent; if the parties are unable to agree upon the amount of such market rent, then Lessor shall have the option of (a) increasing the rent for the period of such holdover based upon the increase in the cost-of-living from the third month preceding the commencement date to the third month preceding the start of the holdover period, using such indices and assumptions and calculations as Lessor in its sole reasonable judgment shall determine are necessary; or (b) having Lessor and Lessee each appoint a qualified MAI appraiser doing business in the area; in turn, these two independent MAI appraisers shall appoint a third MAI appraiser and the majority shall decide upon the fair market rental for Premises as of the expiration of the then current term. Lessor and Lessee shall equally share in the expense of this Section 8 shall survive Closing for a period of 90 days and not appraisal except that in the event the rent is found to be merged into the delivery within fifteen percent of the Special Warranty Deedoriginal rate quoted by Lessor, provided howeverthen Lessee shall bear the full cost of all the appraisal process. In no event shall the rent be subject to determination or modification by any person, that representations entity, court, or authority other than as set forth expressly herein, and warranties covering matters which could have been discovered by Purchaser prior to Closing in no event shall the rent for any holdover period be less than the rent due in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedpreceding period.

Hazardous Substances. To Seller's actual knowledgeEach of the Contributing Parties represents, without -------------------- independent investigation to its, his or imputation her Actual Knowledge, that (x) as of knowledge the date hereof and (iy) no Hazardous Materials except as set forth in the environmental audit reports provided to BNP by the Contributing Parties and in the environmental assessments of the Property conducted on behalf of BNP (the "Environmental Assessments"), as of the Closing Date, the Contributing Parties have been dischargednot generated, disbursedstored, released, discharged or disposed of hazardous substances or hazardous wastes at, upon or from the Property in violation of any Environmental Law, order, judgment or decree or permit, or in connection with which remedial action would be required under any Environmental Law, order, judgment, decree or permit. To the Actual Knowledge of each of the Contributing Parties, (x) as of the date hereof and (y) except as set forth in the environmental audit reports provided to BNP by the Contributing Parties or in the Environmental Assessments, as of the Closing Date, no hazardous substances or hazardous wastes have otherwise been generated, stored, treatedreleased, generateddischarged or disposed of from, disposed of, at or allowed to escape on upon the PropertyProperty in violation of any Environmental Law. To the Actual Knowledge of each of the Contributing Parties, (iix) as of the date hereof and (y) except as set forth in the environmental audit reports provided to BNP by the Contributing Parties or in the Environmental Assessments, as of the Closing Date, no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been Property. As used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Sellerthe terms "hazardous substances" and "hazardous wastes" shall have the meanings set forth in the Comprehensive Environmental Response, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to PurchaserCompensation and Liability Act, as amended, and thereafter the parties hereto regulations thereunder, the Resource Conservation and Recovery Act, as amended, and the regulations thereunder, and the Federal Clean Water Act, as amended, and the regulations thereunder, and such terms shall have no further rights also include asbestos, petroleum products, radioactive materials and any regulated substances under any Environmental Law, regulation or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreementordinance. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.183

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials Violate any Environmental Law if such violation could reasonably be expected to have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuseMaterial Adverse Effect; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement permit any Hazardous Substances to be brought onto any of any property owned, leased or operated by the Borrower or any of its Subsidiaries (unless such Hazardous Substance is necessary for the conduct of such Person's business as it exists on the Closing Date or any new business permitted under SECTION 7.16 hereunder) where such presence could reasonably be expected to have a Material Adverse Effect. If any Hazardous Substance is brought or found thereon or therein, except as may be permitted above, Borrower shall perform, or caused to be performed, all required environmental response, removal, corrective and remedial actions in a diligent manner and in accordance with all Environmental Laws. The Borrower shall promptly, after any officer of the Borrower obtains knowledge of the occurrence thereof, give written notice to Sellerthe Agent of receipt of any written notice of violation or noncompliance, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent order or request for information from any Governmental Authority with respect to Purchaserany Environmental Law, and thereafter shall promptly remedy any breach of any Environmental Law by Borrower or any of its Subsidiaries. The Agent shall, upon reasonable notice to the parties hereto shall Borrower if no Event of Default has then occurred and is continuing, have no further rights the right to enter upon any property owned, leased or obligations hereunderoperated by Borrower or any of its Subsidiaries, except only for such rights or obligations thatany part thereof (through its employees and/or agents), to verify compliance by Borrower and its Subsidiaries with the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 SECTION 7.14 and to conduct such environmental assessments and audits as Agent shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deeddeem advisable to facilitate such verification; provided, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedBORROWER HEREBY ACKNOWLEDGES THAT ALL HAZARDOUS MATERIAL HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE SOLE RESPONSIBILITY OF THE BORROWER, AND THE BORROWER HAS FULL DECISIONMAKING POWER WITH RESPECT THERETO TO THE EXTENT CONSISTENT WITH THIS AGREEMENT. BORROWER FURTHER ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT, ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. IN NO EVENT SHALL ANY INFORMATION OBTAINED FROM THE AGENT OR ANY LENDER OR THEIR RESPECTIVE AGENTS PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT CONCERNING THE ENVIRONMENTAL CONDITION OF ANY PROPERTY OF THE BORROWER OR ANY SUBSIDIARY BE CONSIDERED BY THE BORROWER OR ANY SUBSIDIARY (OR ANY OTHER RECIPIENT OF SAID INFORMATION) AS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, ENGINEERING, INVESTIGATING OR INSPECTING ADVICE, AND NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES (NOR ANY OTHER RECIPIENT OF SAID INFORMATION) SHALL RELY ON SAID INFORMATION. THE RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE BORROWER AND ITS SUBSIDIARIES.

Hazardous Substances. To Seller's actual knowledgeThe term “Hazardous Substances”, without -------------------- independent investigation as used in this Lease will mean pollutants, contaminants, toxic or imputation hazardous wastes, or any other substances, the removal of knowledge which is required or the use of which is regulated, restricted, prohibited or penalized by any Environmental Law. Tenant hereby agrees that (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape activity will be conducted on the PropertyPremises that will produce any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities (“Permitted Activities”) provided the Permitted Activities are conducted in accordance with all Environmental Laws; (ii) no underground the Premises will not be used in any manner for the storage tanks of any Hazardous Substances except for any temporary storage of such materials that are located on used in the Property or were located on the Property ordinary course of Tenant’s business (“Permitted Materials”), provided such Permitted Materials are properly stored in a manner and subsequently removed or filled, location meeting all Environmental Laws; (iii) Seller has received no written notice of Tenant will not permit any proposedHazardous Substances to be brought onto the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous except for the Permitted Materials, and (vi) if so brought or found thereon, the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money same shall be immediately returned by Escrow Agent to Purchaserremoved, with proper disposal, and thereafter all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. If any Hazardous Substance is discovered outside the parties hereto Premises and Section Two Page 25 Landlord Initials: /s/ ONB Tenant Initials: /s/ JH such Hazardous Substance was brought into the Building or parking areas by Tenant or Tenant’s employees or contractors, Tenant, at Tenant’s sole cost and expense, will immediately take such action as is necessary to detain the spread of and remove the Hazardous Substance to the satisfaction of Landlord. Landlord shall have no further rights or access to, and a right to perform inspections and tests of, the Premises to determine Tenant’s compliance with Environmental Laws, its obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of under this Section 8 shall survive Closing for a period of 90 days and not be merged into 21, or the delivery environmental condition of the Special Warranty Deed, provided however, that representations Premises. Such inspections and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but tests shall be merged into at Landlord’s expense unless such inspections or tests reveal that Tenant has not complied with Environmental Laws, in which case Tenant shall reimburse Landlord for the delivery reasonable cost of the Special Warranty Deedsuch inspection and tests. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant.

Hazardous Substances. To Seller's actual knowledgeLessee acknowledges that Lessor may incur costs (A) for complying with laws, codes, regulations or ordinances relating to Hazardous Substance, or (B) otherwise in connection with Hazardous Substance, including, without -------------------- independent investigation or imputation of knowledge limitation, the following: (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substance present in soil or allowed to escape on the Property, ground water; (ii) no underground storage tanks are Hazardous Substance that migrates, flows, percolates, diffuses or in any way moves onto or under the real property on which the Premises is located on the Property or were located on the Property and subsequently removed or filled, (“Real Property”); (iii) Seller has received no written notice Hazardous Substance present on or under the Real Property as a result of any proposeddischarge, threatened dumping or existing investigationspilling (whether accidental or otherwise) on the Real Property by other tenants of the Real Property or their agents, administrative orderemployees, consent order and agreement, litigationcontractors or invitees, or settlement by others; and (iv) material which becomes Hazardous Substance due to a change in laws, codes, regulations or ordinances which relate to hazardous or toxic material, substances or waste. Lessee agrees, except as provided below, that the costs incurred by Lessor with respect to, or in connection with, complying with laws, codes, regulations or ordinances relating to Hazardous MaterialsSubstance shall be a Common Area Operating Expense, unless the cost of such compliance, as between Lessor and (vi) Lessee, is made the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information responsibility of Lessee under the Lease. Notwithstanding anything to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & AssociatesLease, Inc.the following costs shall not be included in Common Area Operating Expenses and shall not be the obligation of Lessee: (A) costs incurred to comply with laws relating to the removal of Hazardous Substance which was in existence in the Project prior to the Commencement Date, issued April 17and was of such a nature that a federal, 1997state or municipal governmental authority, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as if it had then had knowledge of the presence of such Hazardous Substance, in the state, and under the conditions that it existed in the Project, would have then required the removal of such Hazardous Substance or other remedial or containment action with respect thereto; and (B) costs incurred to remove, remedy, contain, or treat Hazardous Substance, which Hazardous Substance is brought into the Project after the date hereof by Lessor or any other tenant of the Closing Project and is of such a nature, at that time, that a federal, state or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Substance, in all material respectsthe state, except for any changes and under the conditions, that it exists in the Project, would have then required the removal of such Hazardous Substance or other remedial or containment action with respect thereto. To the extent any such representations Common Area Operating Expense relating to Hazardous Substance is subsequently recovered or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreementreimbursed through insurance, or (ii) terminate this Agreement by written notice to Sellerrecovery from responsible third parties, whereupon the Xxxxxxx Money or other action, Lessee shall be immediately returned by Escrow Agent entitled to Purchaser, and thereafter the parties hereto shall have no further rights a proportionate share of such Common Area Operating Expense to which such recovery or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.reimbursement relates,

Hazardous Substances. To Seller's actual knowledgeWithout limiting the generality of any of the foregoing representations (A) none of the operations of Borrower or its subsidiaries is in violation of any applicable law (federal, without -------------------- independent state, local or foreign), statute, rule, regulation, decision or order of any regulatory authority or governmental body or any court relating to the use, disposal or release of hazardous or toxic substances or relating to the protection of human health and safety or the protection or restoration of the environment or human exposure to hazardous or toxic substances or wastes, pollutants or contaminants, except to the extent such violations, if any, in the aggregate, would not have a Material Adverse Effect; (B) neither Borrower nor any of its subsidiaries has been notified in writing that it is under investigation or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, under review by any regulatory authority or allowed to escape on the Property, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement governmental body with respect to Hazardous Materialscompliance with any environmental law which could reasonably be expected to cause a Material Adverse Effect; (C) neither Borrower nor any of its subsidiaries has any liability in connection with the past generation, use, treatment, storage, disposal or release of any hazardous material, except to the extent such liability would not have a Material Adverse Effect; (D) there is no hazardous material that may reasonably be expected to pose any material risk to safety, health, or the environment, on, under or about any property owned, leased or operated by Borrower or any of its subsidiaries or, to the knowledge of Borrower, any property adjacent to any such property, which liability could reasonably be expected to cause a Material Adverse Effect; and (viE) there has heretofore been no release of any hazardous material on, under or about such property, or, to the Property has not knowledge of Borrower, any such adjacent property, which release could reasonably be expected to cause a Material Adverse Effect. None of the currently owned real property or, to the actual knowledge of Borrower, currently leased or previously been used owned real property of Borrower or any of its subsidiaries is listed or proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as a landfill, cemeteryamended, or as a dump for garbage on the Comprehensive Environmental Response Compensation Liability Information System List or refuse; exceptany Market, however, any information subject only to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy official notice of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedissuance.

Hazardous Substances. To Seller's actual knowledge, without -------------------- independent investigation or imputation of knowledge (i) the Property is not in violation of any Legal Requirement pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up, including the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Emergency Planning and Community Right-to-Know Act of 1986, the Hazardous Substances Transportation Act, the Solid Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substance Control Act, the Safe Drinking Water Act, the Occupational Safety and Health Act, any state super-lien and environmental clean-up statutes (including with respect to Toxic Mold), any local law requiring related permits and licenses and all amendments to and regulations in respect of the foregoing laws (collectively, “Environmental Laws”); (ii) the Property is not subject to any private or governmental Lien or judicial or administrative notice or action or inquiry, investigation or claim relating to hazardous, toxic and/or dangerous substances, toxic mold or fungus of a type that may pose a risk to human health or the environment or would negatively impact the value of the Property (“Toxic Mold”) or any other substances or materials which are included under or regulated by Environmental Laws (collectively, “Hazardous Substances”); (iii) no Hazardous Materials Substances are or have been (including the period prior to Borrower’s acquisition of the Property), discharged, disbursed, released, storedgenerated, treated, generateddisposed of or stored on, disposed ofincorporated in, or allowed removed or transported from the Property other than in compliance with all Environmental Laws; (iv) no Hazardous Substances are present in, on or under any nearby real property which could migrate to escape on or otherwise affect the Property, ; (iiv) no Toxic Mold is on or about the Property which requires remediation; (vi) no underground storage tanks are located on the Property or were located exist on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously never been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If (vii) there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered no environmental investigations, studies, audits, reviews or other analyses conducted by Purchaser prior or on behalf of Borrower or any Guarantor and within Borrower’s or any Guarantor’s possession which have not been provided to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLender.

Hazardous Substances. To Seller's actual knowledgeFor purposes of this provision, "Hazardous -------------------- Substances" shall mean any hazardous or toxic substance, material or waste, now or hereafter defined or regulated under the Resource Conservation and Recovery Act (42 U.S.C. ss. 6901 et seq.), the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9601 et seq.), the Clean Water Act (33 U.S.C. ss. 1251 et seq.), the Clean Air Act (42 U.S.C. ss. 7401 et seq.), and the Toxic Substances Control Act (15 U.S.C. ss. 2601 et seq.), and all similar federal, state and local statutes, laws, rules and regulations in connection with environmental conditions, health and safety, including without limitation, asbestos and petroleum products (collectively, "Environmental Laws"). Tenant covenants and agrees that it will not use or allow the Premises to be used for the storage, use, treatment or disposal of any Hazardous Substance, without -------------------- independent investigation Landlord's prior written consent. Notwithstanding the foregoing, Landlord's prior written consent shall not be required with respect to Tenant's use, storage or imputation sale of knowledge certain supplies or products, which might contain or might be considered a Hazardous Substance, in the normal course of Tenant's business in accordance with the specific use permitted by this Lease, provided, however, that Tenant shall (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, comply with all other provisions of this Section; (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained notify Landlord in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser writing from time to time prior of the identity and approximate quantity of such Hazardous Substance; and (iii) keep each such Hazardous Substance on the Premises in quantities as small as reasonably practicable, but in no event large enough to Closing upon their occurrenceactivate reporting requirements under any Environmental Law. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser mayTenant, at PurchaserTenant's optionsole cost and expense shall promptly contain and remediate any release of a Hazardous Substance on the Property to the extent such release arises directly from the actions of Tenant, its agents, servants and employees. Tenant shall indemnify, reimburse and hold harmless Landlord, its partners and affiliates agents from and against any damages, claims, judgments, fines, penalties, costs, liabilities (iincluding sums paid in settlement of claims) close and consummate the transaction contemplated by this Agreementor loss including reasonable attorneys' fees, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaserreasonable consultants' fees, and thereafter reasonable expert fees incurred by any of them to the parties hereto extent resulting from Tenant's use, handling, generation, treatment, storage, disposal, other management or release of any Hazardous Substance at or from the Premises or the Property, whether or not Tenant has acted negligently with respect to such Hazardous Substance. This indemnity shall have no further rights survive the expiration or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any earlier termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedLease.

Hazardous Substances. To Seller's actual SUBLESSOR hereby advises SUBLESSEE that: low levels of petroleum hydrocarbon products were found in the soil excavated at the time that ATT Wireless’ predecessor in interest at the Property removed an underground storage tank from the Property in 1993; and that SUBLESSOR’s indemnity from said transferor will be lost if any hydrocarbons are brought onto the Site by SUBLESSEE. SUBLESSEE represents, warrants, and agrees that SUBLESSEE has not and will not, and will not permit and third party to use, generate, store or dispose of hydrocarbons or any other Hazardous Material (defined herein) on, under, abut or within the Site. SUBLESSOR represents, warrants, and agrees that SUBLESSOR, to the best of its knowledge, without -------------------- independent investigation has not, and will not use, generate, store or imputation of knowledge (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed dispose of, or allowed to escape on knowingly permit the Propertyuse, (ii) no underground generation, storage tanks are located on or disposal of, any Hazardous Material on, under, about or within the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice Site in violation of any proposedlaw or regulation. SUBLESSOR and SUBLESSEE acknowledge and agree that both Prime Lessor and the other party may rely upon the foregoing representations and warranties. SUBLESSOR and SUBLESSEE each agree to defend, threatened or existing investigationindemnify and hold harmless Prime Lessor, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materialsthe other party, and the partners, affiliates, agents and employees of Prime Lessor and the other party against any and all losses, liabilities, claims and/or costs (viincluding reasonable attorney’s fees and costs) the Property has not previously been arising from any breach of any representation, warranty or agreement contained in this Section. As used as a landfillin this Section, cemetery“Hazardous Material” shall mean petroleum or any petroleum product, or as a dump for garbage or refuse; except, howeverasbestos, any information substance known to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associatescause cancer and/or reproductive toxicity, Inc.and/or any substance, issued April 17chemical or waste that is identified as hazardous, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes toxic or dangerous in any such representations applicable federal, state or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations local law or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreementregulation. The provisions of the Section 16 will survive expiration or termination of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedSublease.

Hazardous Substances. To Seller's actual knowledgeThe term “Hazardous Substances”, without -------------------- independent investigation as used in this Lease will mean pollutants, contaminants, toxic or imputation hazardous wastes, or any other substances, the removal of knowledge which is required or the use of which is restricted, prohibited or penalized by any “Environmental Law”, which term will mean any federal, state or local law or ordinance relating to pollution or protection of the environment. Tenant hereby agrees that (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape activity will be conducted on the PropertyPremises that will produce any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities (“Permitted Activities”) provided the Permitted Activities are conducted in accordance with any applicable Environmental Laws; (ii) no underground the Premises will not be used in any manner for the storage tanks of any Hazardous Substances except for any materials that are located on used in the Property ordinary course of Tenant’s business or were located on the Property standard janitorial and subsequently removed or filledcleaning supplies typically found in retail stores (“Permitted Materials”), provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws; (iii) Seller has received no written notice of Tenant will not permit any proposedHazardous Substances to be brought onto the Premises, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous except for the Permitted Materials, and (vi) if so brought or found thereon, the Property has not previously been used as a landfillsame shall be immediately removed, cemeterywith proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Tenant will Indemnify and Defend Landlord against Claims of any nature arising from or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as result of the date violation of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall Article 21 by Tenant. The foregoing indemnification will survive Closing for a period the termination or expiration of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedthis Lease.

Hazardous Substances. To Seller's actual knowledgeThe term "Hazardous Substances", without -------------------- independent investigation as used in this Lease shall mean pollutants, contaminants, toxins, or imputation hazardous wastes, or other substances, the use and/or the removal of knowledge which is restricted, prohibited, or penalized by an "Environmental Law". Environmental Law, as used in this Lease, shall mean any federal, state, or local, statute, law, ordinance, rule, regulation, or judicial or administrative order or decision including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as same may be amended from time to time. Tenant hereby agrees that (i) no activity will be conducted on the Premises that will produce any Hazardous Substance(s), except for such activities that are part of the ordinary course of Tenant's business activities ("Permitted Activities"), provided Tenant agrees to conduct all Permitted Activities in accordance with applicable Environmental Laws; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances, except for the storage of such materials that are used in the ordinary course of Tenant's business ("Permitted Materials"), provided Tenant will store the Permitted Materials in accordance with applicable Environmental Laws; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Tenant will not install any underground tanks of any type in, under, or near the Premises, (v) Tenant will not permit any Hazardous Substances to be brought onto the Premises except for the Permitted Materials and, if so brought thereon by Tenant, its agents or employees, the same immediately shall be removed with proper disposal and all required clean-up procedures shall be diligently undertaken pursuant to all Environmental Laws. Landlord or Landlord's representative, upon notice and during normal business hours, shall have been dischargedthe right, disbursedbut not the obligation, releasedto enter the Premises for the purpose of inspecting the storage, use, and disposal of Permitted Materials or other Hazardous Substances and to ensure compliance with all Environmental Laws. Should it be determined, in Landlord's sole opinion, that any Permitted Material is being improperly stored, treatedused, generated, or disposed of, or allowed that the Premises, or any portion thereof, is being used in violation of any Environmental Law, then Landlord shall provide written notice to escape Tenant of such matter. Upon receipt of notice, Tenant agrees that it will use all due diligence, at Tenant's sole cost and expense, to cure such violation. Landlord shall have the right to perform such work at the Premises if Tenant shall not complete such remediation within a reasonable time period. The reasonableness of the time period for the cure shall be determined by Landlord's environmental consultant or engineer. In the event Tenant shall not complete such remediation within a reasonable period, as determined above, Landlord shall have the Tenant hereby indemnifies and holds Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages, and obligations of any nature arising from or as a result of (a) any breach by Tenant of its obligation of this paragraph on or after the PropertyCommencement Date, (iib) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice from any violation of any proposedapplicable Environmental Law on or at the Premises caused by any act of Tenant, threatened or existing investigationits invitees, administrative ordercustomers, consent order and agreementvendors, litigationemployees, agents, or settlement with respect to Hazardous Materialsrepresentatives occurring on or after the Commencement Date, and (vic) from any liability incurred under any applicable Environmental Law arising out of any activity of Tenant or condition caused by any act of Tenant at or on the Property has not previously been used as a landfill, cemetery, Premises in each case occurring on or as a dump for garbage after the Commencement Date. The foregoing indemnification and the responsibilities of Tenant shall survive the termination or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination expiration of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedlease.

Hazardous Substances. To Seller's actual knowledgeThe Borrower warrants and represents to the Administrative Agent, without -------------------- independent investigation Issuing Bank and the Banks that to the best of their knowledge and belief and based on environmental assessments of the Inventory commissioned by the Borrower, except to the extent disclosed to the Administrative Agent in environmental assessments or imputation other writings or to the extent that it would not materially and adversely affect the use and marketability of knowledge (i) any Inventory, the Inventory has not been and is not now being used in violation of any federal, state or local environmental law, ordinance or regulation, that no Hazardous Materials proceedings have been discharged, disbursed, released, stored, treated, generated, disposed ofcommenced, or allowed to escape on the Propertynotice(s) received, (ii) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice concerning any alleged violation of any proposedsuch environmental law, threatened ordinance or existing investigationregulation, administrative orderand that the Inventory is free of hazardous or toxic substances and wastes, consent order contaminants, oil, radioactive or other materials the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any federal, state or local agency, authority or governmental unit except as set forth in the Site Assessments. The Borrower covenants that it shall neither permit any such materials to be brought on to the Inventory, nor shall it acquire real property to be added to the Loan Inventory upon which any such materials exist, except to the extent disclosed to the Administrative Agent in environmental assessments or other writings or to the extent that it would not materially and agreementadversely affect the use and marketability of any Inventory; and if such materials are so brought or found located thereon, litigationsuch materials shall be immediately removed, with proper disposal, to the extent required by applicable environmental laws, ordinances and regulations, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, ordinances and regulations. The Borrower further represents and warrants that the Borrower will promptly transmit to the Administrative Agent and the Banks copies of any citations, orders, notices or settlement other material governmental or other communications received with respect to Hazardous Materialsany hazardous materials, and (vi) substances, wastes or other environmentally regulated substances affecting the Property has not previously been used as a landfillInventory. Notwithstanding the foregoing, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller there shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deed.a

Hazardous Substances. To Seller's actual knowledgeMortgagor covenants and agrees that: (a) all uses and operations on or of the Property, whether by Mortgagor or any other person or entity, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto, including, without -------------------- independent limitation, Environmental Laws relating to the release of Hazardous Substances; (b) there shall be no Releases (as hereinafter defined) of Hazardous Substances in, on, under or from the Property by Mortgagor or anyone controlled by, controlling or under common control with Mortgagor; (c) Mortgagor shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Mortgagor or any other person or entity (the “Environmental Liens”); (d) if a Mortgagee has a reasonable basis to believe that there has been a change in the environmental condition of the Property, such Mortgagee shall have the right to require Mortgagor to, at Mortgagor’s sole cost and expense, perform any environmental site assessment or other investigation or imputation of knowledge environmental conditions in connection with the Property, and share with each Mortgagee the reports and other results thereof, and each Mortgagee and all Indemnified Parties shall be entitled to rely on such reports and other results thereof; (e) Mortgagor shall, at its sole cost and expense, comply with all reasonable written requests of a Mortgagee to (i) no reasonably effectuate Remediation of any condition (including but not limited to a Release of a Hazardous Materials have been dischargedSubstance) in, disbursedon, released, stored, treated, generated, disposed of, under or allowed to escape on the Property, (ii) no underground storage tanks are located on from the Property or were located on the Property and subsequently removed or filled, (iii) Seller has received no written notice of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for to the extent such Remediation is required under any changes Environmental Law; (ii) comply or cause compliance by any other tenant or user of the Property with any Environmental Law; and (iii) comply or cause compliance by any other tenant or user of the Property with any directive from any governmental authority; (f) Mortgagor shall not do or allow any tenant or other user of the Property to do any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any person or entity (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; and (g) Mortgagor shall immediately notify each Mortgagee in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, writing of (i) close and consummate any presence or Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the transaction contemplated by this Agreement, or Property; (ii) terminate this Agreement by any non-compliance with any Environmental Laws related in any way to the Property; (iii) any actual or potential Environmental Lien; (iv) any required or proposed Remediation of environmental conditions relating to the Property; and (v) any written or oral notice or other communication of which Mortgagor becomes aware from any source whatsoever (including but not limited to Sellera governmental entity) relating in any way to Hazardous Substances or Remediation thereof, whereupon possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the Xxxxxxx Money shall be immediately returned by Escrow Agent Property, or any actual or potential administrative or judicial proceedings relating to Purchaser, and thereafter the parties hereto shall have no further rights environment or obligations hereunder, except only for such rights or obligations that, by human health in connection with the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedProperty.

Hazardous Substances. To Seller's actual knowledgeExcept as described on Schedule 9.10, without -------------------- independent investigation or imputation of knowledge (i) no Hazardous Materials investigations, inquiries, orders, hearings, actions or other proceedings by or before any Governmental Authority are pending against or otherwise naming any Credit Party as a party thereto or, to the knowledge of each of Parent Guarantor and Borrower, threatened against any Credit Party nor, to the knowledge of each of Parent Guarantor and Borrower, are pending or threatened against or name any owner or third party lessor or sublessor of any facility (including any Credit Party Facility) leased, subleased or otherwise occupied by any Credit Party in connection with any Environmental Activity or alleged Environmental Activity, and with respect to any such investigations, inquiries, orders, hearings, actions or other proceedings against the owner or third party lessor or sublessor of any such facility, such investigations, inquiries, orders, hearings, actions or other proceedings would reasonably be expected to cause or have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, a Material Adverse Effect; (ii) no underground storage tanks are located on Hazardous Substances have been integrated into any of any Credit Party’s Facilities in such manner or quantity as may reasonably be expected to or in fact does violate any applicable Environmental Requirement except such violations that, individually or in the Property aggregate, would not reasonably be expected to cause or were located on the Property and subsequently removed or filled, have a Material Adverse Effect; (iii) Seller has received no written notice the use of any proposedCredit Party’s Facilities does not result in any Environmental Activity in violation of any applicable Environmental Requirements that would reasonably be expected to cause or have a Material Adverse Effect; (iv) to each of Parent Guarantor’s and Borrower’s knowledge, threatened no occurrence or existing investigationcondition on any real property adjoining or in the vicinity of any of any Credit Party’s Facilities exists which could reasonably be expected to cause any of any Credit Party’s Facilities to be subject to any restrictions on ownership, administrative orderoccupancy or operation under any Environmental Requirements that would reasonably be expected to cause or have a Material Adverse Effect; (v) to each of Parent Guarantor’s and Borrower’s knowledge, consent order and agreement, litigation, none of any Credit Party’s Facilities prior to when such Credit Party has owned or settlement with respect leased them has been used for the disposal of Hazardous Substances or was the site of any Release of Hazardous Substances in violation of any Environmental Requirements that would reasonably be expected to Hazardous Materials, and cause or have a Material Adverse Effect; (vi) none of any Credit Party’s business operations have contaminated the Property lands, waters or other property of others with Hazardous Substances except in compliance with applicable Environmental Requirements that would reasonably be expected to cause or have a Material Adverse Effect; (vii) no underground or above ground storage tank (regardless of contents) has not previously been in the past, or is now, located on, at or beneath any of any Credit Party’s Facilities, the existence of which would reasonably be expected to cause or have a Material Adverse Effect; and (viii) none of any Credit Party’s Facilities, since such Credit Party has owned or leased them, has been used as by such Credit Party for the production, treatment, storage, generation, disposal or Release of any Hazardous Substance other than in compliance with applicable Environmental Requirements that would reasonably be expected to cause or have a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedMaterial Adverse Effect.

Hazardous Substances. To Seller's actual knowledgeThe Mortgagor shall not use, without -------------------- independent investigation or imputation permit the use of, the Mortgaged Property for the handling, storage, transportation, manufacture, release or disposal of knowledge any Hazardous Substances. In addition, the Mortgagor shall not install or maintain, or permit the installation or maintenance of, any above-ground or underground storage tanks for the storage of petroleum, petroleum by-products or other Hazardous Substances in, about or under the Mortgaged Property unless (a) the Mortgagor has obtained the prior written consent of the Mortgagee for such installation and maintenance and (b) the Mortgagor installs and maintains such above-ground or underground storage tanks in compliance with all applicable Environmental Laws. Notwithstanding the foregoing, the Mortgagor or any tenant of the Mortgagor may use or store immaterial amounts of commonly known and used materials which may be deemed Hazardous Substances hereunder, provided that any such use or storage (i) no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, does not constitute a remunerative activity of the Mortgagor or allowed to escape on the Propertyany tenant, (ii) no underground storage tanks are located on is incidental to the Property Mortgagor's or were located on such tenant's primary use of the Mortgaged Property and subsequently removed or filleddoes not constitute a primary use thereof, and (iii) Seller has received no written notice of complies at all times with all applicable Environmental Laws. "Hazardous Substances" means any proposedContaminant (as defined in the Credit Agreement), threatened asbestos, ureaformaldehyde, polychlorinated biphenyls, nuclear fuel or existing investigationmaterial, administrative orderchemical waste, consent order radioactive material, explosives, known carcinogens, petroleum products and agreementby-products and other dangerous, litigationtoxic or hazardous pollutants, contaminants, chemicals, materials or substances listed or identified in, or settlement with respect to Hazardous Materials, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, howeverregulated by, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to PurchaserLaws. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as Each of the date agreements set forth in Section 7.9 of the Closing in all material respects, except for any changes in any Credit Agreement are hereby incorporated by reference herein with the same effect as if such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have agreements had been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedset forth herein.

Hazardous Substances. To Seller's actual knowledgeExcept as disclosed in Exhibit 3.14: (a) there is no substance which has been, is, or will be present, used, stored, deposited, treated, recycled or disposed of on, under, in or about any real estate now or at any time owned or occupied by Borrower (the “Property”) during the period of Borrower’s ownership or use of the Property in a form, quantity or manner which, if known to be present on, under, in or about the Property would require clean‑up, removal or some other remedial action (each a “Hazardous Substance”) under any federal, state or local laws, regulations, ordinances, codes or rules (the “Environmental Laws”); (b) Borrower has no knowledge after due inquiry of any prior use or existence of any Hazardous Substance on the Property by any prior owner of or person using the Property; (c) without limiting the generality of the foregoing, Borrower has no knowledge after due inquiry that the Property contains asbestos, polychlorinated biphenyl components (PCBs) or underground storage tanks; (d) Borrower has no knowledge after due inquiry of any conditions existing currently or likely to exist during the term of this Agreement which would subject Borrower to any damages, penalties, injunctive relief or clean‑up costs in any governmental or regulatory action or third-party claim relating to any Hazardous Substance; (e) Borrower is not subject to any court or administrative proceeding, judgment, decree, order or citation relating to any Hazardous Substance; and (f) Borrower in the past has been, at the present is, and in the future will remain in compliance with all Environmental Laws, except non-compliance which would not result in a material adverse effect on Borrower or any material portion of Borrower’s properties. Borrower shall indemnify and hold harmless Bank, its directors, officers, employees and agents from all loss, cost (including, without -------------------- independent investigation limitation, attorneys’ fees and legal expenses), liability and damage whatsoever directly or imputation of knowledge indirectly resulting from, arising out of, or based upon: (i) no the presence, use, storage, deposit, treatment, recycling or disposal, at any time, of any Hazardous Materials have been dischargedSubstance described above, disbursedon, releasedunder, stored, treated, generated, disposed ofin or about the Property, or allowed the transportation of any Hazardous Substance to escape on or from the Property, (ii) no underground storage tanks are located on the Property violation or were located on alleged violation of any Environmental Law, permit, judgment or license relating to the Property and subsequently removed presence, use, storage, deposit, treatment, recycling or filleddisposal of any Hazardous Substance on, under, in or about the Property, or the transportation of any Hazardous Substance to or from the Property, or (iii) Seller has received no written notice the imposition of any proposedgovernmental lien for the recovery of environmental clean‑up costs expended under any Environmental Law. Borrower shall immediately notify Bank in writing of any governmental or regulatory action or third-party claim instituted or threatened in connection with any Hazardous Substance on, threatened in, under or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials, and (vi) about the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedProperty.

Hazardous Substances. To the knowledge of TENS and Seller's actual knowledge, without -------------------- independent investigation during TENS' ownership, lease or imputation use of knowledge property owned, leased or used by it (ithe "PROPERTY"), (a) the Property is not being and has not been used by TENS for the storage, treatment, generation, transportation, processing, handling, burial or disposal of any Hazardous Substance in material violation of any Laws, (b) no release of a Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of, Substance has occurred by TENS on or allowed about the property in quantities which individually or in the aggregate would require reporting to escape on the Property, any Governmental Authority; (iic) no underground storage tanks are or have been located on the Property; (d) there are not and have not been any Hazardous Substances resulting from TENS' ownership, lease or use of the Property or were located in concentrations which exceed amounts permitted by applicable Laws on the Property; (e) all environmental permits and authorizations necessary to the continued use of the Property by TENS and subsequently the operation of the facilities located thereon by TENS have been obtained, are being complied with, and all fees and assessments in association therewith have been timely paid; (f) the Property is not being and has not been used by TENS as a site for burial of sanitary waste or other non-hazardous waste; (g) the off-site transportation, storage, treatment, recycling or disposal of Hazardous Substances and non-hazardous substances existing on, generated or removed from the Property by TENS have been and are in compliance with applicable Laws; and (h) there are no capital improvements requiring any expenditures by TENS in order to comply with any current or filledproposed Environmental Laws. To the knowledge of TENS or Seller (without investigation), each of (iiia) Seller has received no written notice through (g) of any proposed, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement the immediately preceding sentence is true with respect to Hazardous Materialsthe Property prior to its ownership or lease by TENS, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information with respect to properties adjacent to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty DeedProperty.

Hazardous Substances. To Seller's actual Each of the Contributors represents, to his best knowledge, without -------------------- independent investigation or imputation that (x) as of knowledge the date hereof and (iy) no Hazardous Materials except as set forth in the environmental audit reports provided to the Operating Partnership by the Constituent Parties, as of the Closing Date, the Constituent Parties have been dischargednot generated, disbursedstored, released, discharged or disposed of hazardous substances or hazardous wastes at, upon or from any of the Properties in violation of any Environmental Law, order, judgment or decree or permit, or in connection with which remedial action would be required under any Environmental Law, order, judgment, decree or permit. To the best knowledge of each of the Contributors, (x) as of the date hereof and (y) except as set forth in the environmental audit reports provided to the Operating Partnership by the Constituent Parties, as of the Closing Date, no hazardous substances or hazardous wastes have otherwise been generated, stored, treatedreleased, generateddischarged or disposed of from, disposed of, at or allowed to escape on upon any of the PropertyProperties in violation of any Environmental Law. To the best knowledge of each of the Contributors, (iix) as of the date hereof and (y) except as set forth in the environmental audit reports provided to the Operating Partnership by the Constituent Parties, as of the Closing Date, no underground storage tanks are located on any of the Property or were located on Properties. As used in this Master Agreement, the Property terms "hazardous substances" and subsequently removed or filled"hazardous wastes" shall have the meanings set forth in the Comprehensive Environmental Response, (iii) Seller has received no written notice of any proposedCompensation and Liability Act, threatened or existing investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materialsas amended, and (vi) the Property has not previously been used regulations thereunder, the Resource Conservation and Recovery Act, as a landfill, cemetery, or as a dump for garbage or refuse; except, however, any information to the contrary contained in the Phase I Environmental Site Assessment prepared by Xxxxxxxx & Associates, Inc., issued April 17, 1997, a copy of which has been furnished to Purchaser. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing in all material respects, except for any changes in any such representations or warranties that occur prior to Closing and that are disclosed by Seller to Purchaser from time to time prior to Closing upon their occurrence. If there is any material and adverse change in any representations or warranties and Seller elects not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaseramended, and thereafter the parties hereto regulations thereunder, and the Federal Clean Water Act, as amended, and the regulations thereunder, and such terms shall have no further rights also include asbestos, petroleum products, radioactive materials and any regulated substances under any Environmental Law, regulation or obligations hereunder, except only for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 8 shall survive Closing for a period of 90 days and not be merged into the delivery of the Special Warranty Deed, provided however, that representations and warranties covering matters which could have been discovered by Purchaser prior to Closing in the exercise of commercially reasonable due diligence shall not survive Closing but shall be merged into the delivery of the Special Warranty Deedordinance.