Common use of Covenants on Environmental Matters Clause in Contracts

Covenants on Environmental Matters. (1) Borrower shall (a) comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Lender within 10 days of Borrower's obtaining knowledge in the event of (i) any Release at, upon, under or within any of the Properties or (ii) discovery of any Hazardous Materials at, upon, under or within any of the Properties where such discovered Hazardous Materials may result in Environmental Liabilities and Costs and (b) forward promptly to Lender copies of all orders, notices, permits, applications and other communications and reports Borrower receives in connection with any Release or the presence of any Hazardous Materials or any other matters relating to the Environmental Laws as all of the above may affect any of the Properties or any other properties owned by Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 of Schedule 8.19 hereof, for the Properties identified therein, within the time frame(s) set forth therein for the completion of such work. (2) To the extent that Lender reasonably believes that circumstances exist that require additional environmental testing to be performed on the Properties, promptly upon the written request of Lender from time to time, Borrower shall provide Lender, at Borrower's expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable to Lender and Borrower, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials and the potential costs in connection with Remedial Action of any Hazardous Materials found on, under, at or within any of the Properties. (3) Subject to the provisions of Section 12.1 hereof, Borrower and its partners shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered or incurred by Lender, including those with respect to: (a) any Release, the threat of a Release, or the presence of any Hazardous Materials affecting any of the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any of the Properties. The provisions of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan Documents, in no event shall Borrower or its partners indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower). (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx such Release, remove the Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Laws. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereof, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partners, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of this

Covenants on Environmental Matters. (1a) Borrower shall (ai) comply strictly and in all respects with the requirements of the applicable Environmental Laws and shall Laws; (ii) notify Lender within 10 days promptly upon Borrower’s discovery of Borrower's obtaining knowledge in the event any spill, discharge, release or presence of (i) any Release Hazardous Material at, upon, under under, within, contiguous to or within any otherwise affecting the Project in violation of the Properties or Environmental Laws; (iiiii) discovery of any promptly remove such Hazardous Materials at, upon, under and remediate the Project in full compliance with Environmental Laws or within any as reasonably required by Lender based upon the recommendations and specifications of the Properties where such discovered Hazardous Materials may result in Environmental Liabilities and Costs an independent environmental consultant approved by Lender; and (biv) promptly forward promptly to Lender copies of all orders, notices, permits, applications and or other communications and reports Borrower receives in connection with any Release spill, discharge, release or the presence of any Hazardous Materials Material in violation of Environmental Laws or any other matters relating to the Environmental Laws or any similar laws or regulations, as all of the above they may affect any of the Properties Project or any other properties owned by Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 of Schedule 8.19 hereof, for the Properties identified therein, within the time frame(s) set forth therein for the completion of such work. (2b) To Borrower shall not cause, shall prohibit any other Person within the extent control of Borrower from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from (i) causing any spill, discharge or release, or the use, storage, generation, manufacture, installation, or disposal, of any Hazardous Materials at, upon, under, within or about the Project or the transportation of any Hazardous Materials to or from the Project (except for cleaning and other products used in connection with routine maintenance or repair of the Project in full compliance with Environmental Laws), (ii) installing any underground storage tanks at the Project, or (iii) conducting any activity that Lender reasonably believes that circumstances exist that require additional environmental testing requires a permit or other authorization under Environmental Laws. (c) Borrower shall provide to be performed on the PropertiesLender, at Borrower’s expense promptly upon the written request of Lender from time to time, Borrower shall provide a Site Assessment or, if required by Lender, at Borrower's expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable update to Lender and Borrowerany existing Site Assessment, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials and the potential costs in connection with Remedial Action abatement, cleanup or removal of any Hazardous Materials found on, under, at or within the Project. Borrower shall pay the cost of no more than one such Site Assessment or update in any twelve (12) month period, unless Lender’s request for a Site Assessment is based on information provided under Section 4.3(a), a reasonable suspicion of the Properties. (3) Subject to the provisions of Section 12.1 hereof, Borrower and its partners shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered or incurred by Lender, including those with respect to: (a) any Release, the threat of a Release, or the presence of any Hazardous Materials affecting any of the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any the Project in violation of the Properties. The provisions of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan Documents, in no event shall Borrower or its partners indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower). (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may a breach of representations under Section 4.2, or an Event of Default, in which case any such Site Assessment or update shall be at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx such Release, remove the Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Laws’s expense. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereof, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partners, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of this

Covenants on Environmental Matters. (1a) Borrower The Mortgagor shall (ai) comply strictly and in all respects with applicable Environmental Laws; (ii) notify the requirements Mortgagee immediately upon the Mortgagor's discovery of any spill, discharge, release or presence of any Hazardous Substance at, upon, under, within, contiguous to or otherwise affecting the Environmental Laws and shall notify Lender within 10 days of Borrower's obtaining knowledge in the event of Property; (iiii) any Release promptly remove such Hazardous Substances located at, upon, under or within any of the Properties or (ii) discovery of any Hazardous Materials at, upon, under or within any of Property so as to cause the Properties where such discovered Hazardous Materials may result same to be in full compliance with Environmental Liabilities and Costs Laws; and (biv) promptly forward promptly to Lender the Mortgagee copies of all orders, notices, permits, applications and or other communications and reports Borrower receives in connection with any Release spill, discharge, release or the presence of any Hazardous Materials Substance or any other matters relating to the Environmental Laws or any similar laws or regulations, as all of the above they may affect any of the Properties Mortgagor or any other properties owned by Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 of Schedule 8.19 hereof, for the Properties identified therein, within the time frame(s) set forth therein for the completion of such workProperty. (2b) To The Mortgagor shall not cause, shall use best efforts to prohibit any other Person within its control from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from causing (i) any spill, discharge or release, or the extent use, storage, generation, manufacture, installation, or disposal, of any Hazardous Substances at, upon, under, within or about the Property or the transportation of any Hazardous Substances to or from such Property (except for cleaning and other products used in connection with routine maintenance or repair of the Property in full compliance with Environmental Laws), (ii) the installation of any underground storage tanks at the Property, or (iii) the performance of any activity that Lender reasonably believes that circumstances exist that require additional environmental testing requires a permit or other authorization under Environmental Laws without prior approval by the Mortgagee, which shall not be unreasonably withheld. (c) The Mortgagor shall provide to be performed on the PropertiesMortgagee, at the Mortgagor's expense, promptly upon the written request of Lender the Mortgagee from time to time, Borrower shall provide Lendera Site Assessment or, at Borrower's expenseif required by the Mortgagee, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable update to Lender and Borrowerany existing Site Assessment, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials Substances and the potential costs in connection associated with Remedial Action abatement, cleanup or removal of any Hazardous Materials Substances found onupon, underat, at under or within the Property. The Mortgagor shall pay the cost of no more than one such Site Assessment or update in any twenty-four (24)-month period, unless the Mortgagee's request for a Site Assessment is based upon information provided under Section 4.05 or the Mortgagee has a reasonable suspicion that Hazardous Substances are present at, upon, under or within the Property, any of the Properties. (3) Subject to the provisions of representations contained in Section 12.1 hereof, Borrower and its partners shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered 2.11 are or incurred by Lender, including those with respect to: (a) any Release, the threat of a Releasebecome false, or the presence an Event of any Hazardous Materials affecting Default shall have occurred, in any of which cases any such Site Assessment or update shall be at the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any of the Properties. The provisions of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan Documents, in no event shall Borrower or its partners indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower)Mortgagor's expense. (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx such Release, remove the Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Laws. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereof, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partners, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of this

Covenants on Environmental Matters. (1a) Borrower Borrowers shall (ai) comply strictly and in all respects with the requirements applicable Environmental Laws; (ii) notify Agent immediately upon any Borrower’s discovery of the Environmental Laws and shall notify Lender within 10 days any spill, discharge, release or presence of Borrower's obtaining knowledge in the event of (i) any Release Hazardous Material at, upon, under under, within, contiguous to or within otherwise affecting any of the Properties or Project; (iiiii) discovery of any promptly remove such Hazardous Materials at, upon, under and remediate the applicable Project in full compliance with Environmental Laws or within any as reasonably required by Agent based upon the recommendations and specifications of the Properties where such discovered Hazardous Materials may result in Environmental Liabilities and Costs an independent environmental consultant approved by Agent; and (biv) promptly forward promptly to Lender Agent copies of all orders, notices, permits, applications and or other communications and reports Borrower receives in connection with any Release spill, discharge, release or the presence of any Hazardous Materials Material or any other matters relating to the Environmental Laws or any similar laws or regulations, as all of the above they may affect any of the Properties Project or any other properties owned by Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 of Schedule 8.19 hereof, for the Properties identified therein, within the time frame(s) set forth therein for the completion of such workBorrowers. (2b) To Borrowers shall not cause and shall prohibit any other Person from (i) causing any spill, discharge or release, or the extent use, storage, generation, manufacture, installation, or disposal, of any Hazardous Materials at, upon, under, within or about any Project or the transportation of any Hazardous Materials to or from any Project (except for cleaning and other products used in connection with routine maintenance or repair of such Project in full compliance with Environmental Laws), (ii) installing any underground storage tanks at any Project, or (iii) conducting any activity that Lender reasonably believes that circumstances exist that require additional environmental testing requires a permit or other authorization under Environmental Laws. (c) Borrowers shall provide to be performed on the PropertiesAgent, at Borrowers’ expense promptly upon the written request of Lender Agent from time to time, Borrower shall provide Lendera Site Assessment or, at Borrower's expenseif required by Agent, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable update to Lender and Borrowerany existing Site Assessment for the applicable Project, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials and the potential costs in connection with Remedial Action abatement, cleanup or removal of any Hazardous Materials found on, under, at or within such Project. Borrowers shall pay the cost of no more than one such Site Assessment or update for each Project in any twelve (12) month period, unless Agent’s request for a Site Assessment is based on information provided under Section 4.2(a), a reasonable suspicion of the Properties. (3) Subject to the provisions of Section 12.1 hereof, Borrower and its partners shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered or incurred by Lender, including those with respect to: (a) any Release, the threat of a Release, or the presence of any Hazardous Materials affecting any of the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any the applicable Project, a breach of the Properties. The provisions representations under Section 4.1, or an Event of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan DocumentsDefault, in no event which case any such Site Assessment or update shall Borrower or its partners indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser be at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower)Borrowers’ expense. (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx such Release, remove the Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Laws. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereof, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partners, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of this

Covenants on Environmental Matters. (1) Borrower shall (a) comply comply, and cause the Gateway Tower Owner and the Nomura Borrower to comply, strictly and in all respects with the requirements of the Environmental Laws and shall notify Lender within 10 days of Borrower's obtaining knowledge in the event of (i) any Release at, upon, under or within any of the Properties or (ii) discovery of any Hazardous Materials at, upon, under or within any of the Properties where such discovered Hazardous Materials may result in Environmental Liabilities and Costs and (b) forward promptly to Lender copies of all orders, notices, permits, applications and other communications and reports Borrower, the Gateway Tower Owner or the Nomura Borrower receives in connection with any Release or the presence of any Hazardous Materials or any other matters relating to the Environmental Laws as all of the above may affect any of the Properties or any other properties owned by Borrower, the Gateway Tower Owner or the Nomura Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 2 of Schedule 8.19 hereof, hereof for the Properties identified therein, within the time frame(s) set forth therein for the completion of such workProperties. (2) To the extent that Lender reasonably believes that circumstances exist that require additional environmental testing to be performed on the Properties, promptly upon the written request of Lender from time to time, Borrower shall provide Lender, at Borrower's expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable to Lender and BorrowerBorrower (and, as to any Nomura Property, the Nomura Lender), to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials and the potential costs in connection with Remedial Action of any Hazardous Materials found on, under, at or within any of the Properties. (3) Subject Borrower and, subject to the provisions of Section 12.1 hereofthe Joinder, Borrower WWPII and its partners WWG shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered or incurred by Lender, including those with respect to: (a1) any Release, the threat of a Release, or the presence of any Hazardous Materials affecting any of the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b2) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c3) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any of the Properties. The provisions of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan Documents, in no event shall Borrower Borrower, WWPII or its partners WWG indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower). (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower, the Gateway Tower Owner or the Nomura Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx abate such Release, remove the remoxx xxe Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's, the Gateway Tower Owner's or the Nomura Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Laws. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower, the Gateway Tower Owner or the Nomura Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners members in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereofthe Joinder, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partnersmembers, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of thisthis Section 4.3, shall be required, after making payments otherwise required on the Loan (and causing the Nomura Borrower to make payments otherwise required on the Nomura Loan), to apply any additional Operating Cash Flow or Net Capital Proceeds to fund such Reserve before making any distributions to the members in Borrower. Borrower may, not more often than once each quarter, require Lender to confirm that it requires continuation of such Reserve and Lender shall set forth its reasons for so requiring. Borrower will cooperate with Lender and make available to it such information as Lender may reasonably request for purposes of making any such determination regarding a Reserve, and Lender shall in good faith consider any relevant information in respect of such matter provided to it by Borrower or any of its members. (6) In the event of a dispute between Lender and Borrower, WWPII or WWG as to whether Borrower or the Gateway Tower Owner faces a material risk of sustaining an Environmental Liability and Cost as set forth in clause (a) of paragraph (5) above or the estimated dollar amount of such material risk, then Borrower shall pick an appropriate consultant and Lender shall pick an appropriate consultant, and the two consultants shall confer and jointly determine whether or not Borrower, or the Gateway Tower Owner faces a material risk and the estimated dollar amount of such material risk as more fully set forth in clause (a) of paragraph (5) above. If the two consultants cannot agree within thirty (30) days after being appointed as consultants as to whether such a material risk exists or the estimated dollar amount of such material risk, the two consultants will, within seven (7) days after the expiration or such thirty (30) day period, jointly select a third consultant and within thirty (30) days of its selection, the third consultant shall issue its written determination as to whether such a material risk exists and the estimated dollar amount of such material risk, which determination shall be final and binding on all parties. In the event that the two consultants shall be unable to timely agree on the selection of a third consultant, the third consultant shall be selected by the President of the American Arbitration Association. In the event of a dispute between Lender and Borrower, WWPII or WWG in respect of the establishment or continuation of any such Reserve, such Reserve shall be established or continued in the interim while such dispute is resolved. No such resolution shall constitute a limitation on or waiver of Lender's right to seek recourse (subject to the provisions of the Joinder) from WWPII or WWG to the extent of distributions made to them by Borrower in the event Lender becomes liable in respect of any Environmental Liability and Cost of Borrower against which it is entitled to indemnity from Borrower or in the event the Loan is not repaid in full by reason of Borrower sustaining any such Environmental Liability and Cost.

Covenants on Environmental Matters. (1) Borrower shall (a) comply strictly and in all material respects with applicable Environmental Laws; (b) notify the requirements of the Environmental Laws and shall notify Lender within 10 days of Administrative Agent immediately upon Borrower's obtaining knowledge in the event discovery of (i) any Release of any Hazardous Material at, upon, under under, within, contiguous to or within otherwise affecting any of the Properties or (ii) discovery Property in violation of any Environmental Law; (c) promptly remove such Hazardous Materials atand remediate such Property in full compliance with Environmental Laws and in accordance with the recommendations and specifications of an independent environmental consultant approved by the Administrative Agent, upon, under or within any of except to the Properties where such discovered Hazardous Materials may result extent being contested in Environmental Liabilities and Costs accordance with Section 8.11; and (bd) promptly forward promptly ------------ to Lender the Administrative Agent copies of all orders, notices, permits, applications and other communications and reports Borrower receives made or received in connection with any Release or the presence of any Hazardous Materials or any other matters relating to the Environmental Laws Material, as all of the above they may affect any of the Properties Property or any other properties owned by Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 of Schedule 8.19 hereof, for the Properties identified therein, within the time frame(s) set forth therein for the completion of such work. (2) To Borrower shall not cause, shall prohibit any other Person within the extent control of Borrower from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from causing any Release of any Hazardous Materials at, upon, under, within or about any Property. (3) If Administrative Agent or any Lender has a reasonable suspicion that Lender reasonably believes that circumstances exist that require additional environmental testing there may be a material violation of any Environmental Law related to be performed on the PropertiesProperty, Hazardous Materials at or near a Property or a breach of representations under Section 4.2, or if an Event of Default exists, Borrower ----------- shall provide to the Administrative Agent, at Borrower's expense promptly upon the written request of Lender the Administrative Agent from time to time, Borrower shall provide Lendera Site Assessment or, at Borrower's expenseif required by the Administrative Agent, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable update to Lender and Borrowerany existing Site Assessment, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials and the potential costs in connection with Remedial Action abatement, cleanup or removal of any Hazardous Materials found on, under, at or within any Property. Borrower shall pay the cost of the Properties. no more than one such Site Assessment or update for each Property in any three (3) Subject to the provisions of Section 12.1 hereof, Borrower and its partners shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered or incurred by Lender, including those with respect to: (a) any Release, the threat of a Release, or the presence of any Hazardous Materials affecting any of the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any of the Properties. The provisions of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan Documents, in no event shall Borrower or its partners indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower)month period. (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx such Release, remove the Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Laws. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereof, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partners, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of this

Covenants on Environmental Matters. (1a) Borrower shall (ai) comply strictly and in all respects with the requirements of the applicable Environmental Laws and shall Laws; (ii) notify Lender within 10 days of immediately upon Borrower's obtaining knowledge in the event discovery of (i) any Release spill, discharge, release or presence of any Hazardous Material at, upon, under under, within, contiguous to or within any of otherwise affecting the Properties or Project; (iiiii) discovery of any promptly remove such Hazardous Materials at, upon, under and remediate the Project in full compliance with Environmental Laws or within any as reasonably required by Lender based upon the recommendations and specifications of the Properties where such discovered Hazardous Materials may result in Environmental Liabilities and Costs an independent environmental consultant approved by Lender; and (biv) promptly forward promptly to Lender copies of all orders, notices, permits, applications and or other communications and reports Borrower receives in connection with any Release spill, discharge, release or the presence of any Hazardous Materials Material or any other matters relating to the Environmental Laws or any similar laws or regulations, as all of the above they may affect any of the Properties Project or any other properties owned by Borrower. Without limiting the foregoing, Borrower specifically covenants and agrees to complete the Remedial Action described in paragraph 3 of Schedule 8.19 hereof, for the Properties identified therein, within the time frame(s) set forth therein for the completion of such work. (2b) To Borrower shall not cause, shall prohibit any other Person within the extent control of Borrower from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants)from (i) causing any spill, discharge or release, or the use, storage, generation, manufacture, installation, or disposal, of any Hazardous Materials at, upon, under, within or about the Project or the transportation of any Hazardous Materials to or from the Project (except for cleaning and other products used in connection with routine maintenance or repair of the Project in full compliance with Environmental Laws), (ii) installing any underground storage tanks at the Project, or (iii) conducting any activity that Lender reasonably believes that circumstances exist that require additional environmental testing requires a permit or other authorization under Environmental Laws. (c) Borrower shall provide to be performed on the PropertiesLender, at Borrower's expense promptly upon the written request of Lender from time to time, Borrower shall provide a Site Assessment or, if required by Lender, at Borrower's expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm mutually acceptable update to Lender and Borrowerany existing Site Assessment, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials and the potential costs in connection with Remedial Action abatement, cleanup or removal of any Hazardous Materials found on, under, at or within the Project. Borrower shall pay the cost of no more than one such Site Assessment or update in any twelve (12)-month period, unless Lender's request for a Site Assessment is based on information provided under Section 4.3(a), a reasonable suspicion of the Properties. (3) Subject to the provisions of Section 12.1 hereof, Borrower and its partners shall at all times indemnify and hold harmless Lender against and from any and all Environmental Liabilities and Costs, including reasonable attorneys' fees, litigation costs and any costs of settlement, suffered or incurred by Lender, including those with respect to: (a) any Release, the threat of a Release, or the presence of any Hazardous Materials affecting any of the Properties, whether or not the same originates or emanates from any of the Properties or any contiguous real property, including any loss of value of any of the Properties as a result of any of the foregoing; (b) any costs of Remedial Action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; and/or (c) liability for personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at or near any the Project, a breach of the Properties. The provisions representations under Section 4.2, or an Event of this Section 4.3 shall apply whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. Notwithstanding the foregoing or anything else to the contrary in the Loan DocumentsDefault, in no event which case any such Site Assessment or update shall Borrower or its partners indemnify Lender for any Environmental Liabilities and Costs caused by (i) actions taken solely and negligently by Lender, its successors and assigns (including any purchaser be at a foreclosure sale), or (ii) the presence of Hazardous Materials on any Property which is brought on a Property during the time that Lender or its successors or assigns (including a purchaser at a foreclosure sale) takes actual physical possession and control of such Property (except to the extent caused by Borrower). (4) In the event of any Release, the threat of a Release, or the presence of any Hazardous Materials, where such may result in Environmental Liabilities and Costs, affecting any Property, whether or not the same originates or emanates from any Property or any contiguous real property, or if Borrower shall fail to comply with any of the requirements of the Environmental Laws, Lender may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed and/or take any and all other actions as Lender shall reasonably deem necessary in order to xxxxx such Release, remove the Hazardous Materials to the extent required by the Environmental Laws, cure Borrower's noncompliance with Environmental Laws or take such steps as it deems necessary to remove any lien imposed by federal or state authorities under Environmental Lawsexpense. (5) If prior to the Maturity Date Lender reasonably determines after consultation with Borrower (a) that Borrower faces a material risk of sustaining an Environmental Liability and Cost (other than the cost of any Remedial Action in respect of any Property that will continue to be owned by Borrower) and (b) that, taking into account Borrower's then existing assets and other liabilities, the outstanding Obligations, available insurance coverage, the availability of indemnification or contribution from other parties (such as prior owners or owners of nearby properties) and other relevant factors, such as an orderly (not forced) disposition of the Properties, there is a material risk that Borrower may be unable to satisfy such contingent Environmental Liability and Cost if and when it becomes due and to pay and perform all of the Obligations when due in full, such that the partners in Borrower might become obligated in respect of the Loan on a recourse basis as provided in Section 12.1 hereof, then by notice to Borrower, Lender may require Borrower to establish and fund to the extent of monies otherwise available to Borrower for distribution to its partners, a Reserve in a reasonable amount to satisfy such material risk and to maintain such funded Reserve in such amount and until such time as Lender can reasonably determine that such Reserve is no longer needed to satisfy the requirements of clauses (a) and (b) of this sentence. In such event, Borrower, notwithstanding the foregoing provisions of this