Common use of PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE Clause in Contracts

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To keep all Improvements now existing or hereafter erected on the Real Property in good order and repair and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. Borrower at all times shall maintain the Property in full compliance with all applicable provisions of all federal, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws"). Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" (as hereinafter defined). Borrower shall not permit its tenants or any third party requiring the consent of Borrower to enter the Property, to use, generate, manufacture, store, release, threaten release, or dispose of Hazardous Materials in, on or about the Property or the ground water of the Property in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation currently in evidence or hereinafter enacted or rendered ("Hazardous Waste Laws"). Borrower shall give Lender prompt written notice of any claim by any person, entity, or governmental agency that a significant release or disposal of Hazardous Materials has occurred on the Property. The Borrower, through its professional engineers and at its cost, shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the Property. Borrower shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials from the Property or the ground water of the Property whether or not such actions are required by law, and whether or not Borrower was responsible for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. "Hazardous Materials" shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, however, Borrower shall have no liability under this Paragraph 3 as to Hazardous Materials: (a) if the Property becomes contaminated subsequent to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrower.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To (a) Borrower shall keep all Improvements now existing or hereafter erected on the Real Property in good order and repair repair, only to be used for the Existing Use, and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or and Personal Property attached or appertaining thereto, without the prior written consent of the Lender, except for improvements required by lease(s) with tenant(s) nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law Law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance policies hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. Borrower at all times shall maintain In connection with the Property in full compliance with all applicable provisions making of all federalsuch repairs, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws"). Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" (as hereinafter defined). Borrower shall not permit its tenants use contractors who are properly licensed, who carry workers’ compensation insurance and appropriate liability insurance, who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner, and use only new or any third party requiring the consent re-manufactured goods of Borrower to enter the Property, to use, generate, manufacture, store, release, threaten release, a quality as good or dispose of Hazardous Materials in, on or about the Property or the ground water of the Property in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation currently in evidence or hereinafter enacted or rendered ("Hazardous Waste Laws"). Borrower shall give Lender prompt written notice of any claim by any person, entity, or governmental agency better than that a significant release or disposal of Hazardous Materials has occurred originally used on the Property. The Borrower, through its professional engineers and at its cost, shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the PropertyAs provided herein. Borrower shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials from insure that no liens are filed against the Property or that relate in any way to the ground water of the Property whether or not such actions are required by law, and whether or not Borrower was responsible repair work provided for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. "Hazardous Materials" shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seqherein.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, however, Borrower shall have no liability under this Paragraph 3 as to Hazardous Materials: (a) if the Property becomes contaminated subsequent to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrower.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To (a) Borrower shall keep all Improvements now existing or hereafter erected on the Real Property in good order and repair repair, only to be used for the Existing Use, and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or and Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or Xxxxx, Xxxxxxxx consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law Law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance policies hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. In connection with the making of such repairs, Borrower at all times shall maintain use contractors who are properly licensed, who carry workers' compensation insurance and appropriate liability insurance, who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner, and use only new or re-manufactured goods of a quality as good or better than that originally used on the Property. As provided herein, Borrower shall insure that no liens are filed against the Property that relate in full any way to the repair work provided for herein. For so long as that certain Lease of the Property (the "BORDERS LEASE") dated November 14, 2002 between Borrower, as landlord, and Border's, Inc., a Colorado corporation ("BORDERS") as tenant remains in effect with Borders as the tenant thereunder and Borrower is diligently enforcing the obligations of Borders thereunder, Borrower shall be deemed to be in compliance with all applicable provisions the requirements of all federal, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws")this subparagraph. Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" Materials (as hereinafter defined)) to the extent required by applicable governmental agencies and free of any liens arising in connection therewith. Borrower shall not and shall not knowingly permit its tenants or any third party requiring the consent of Borrower to enter the Property, to use, generate, manufacture, treat, store, release, threaten release, transport on or over, emit or dispose of Hazardous Materials in, on on, over, under or about the Property or including the ground water of the Property in violation of any federal, regional, state or municipal local law, decisioncode, ordinance, statute, rule, ordinance regulation, decision or regulation order currently in evidence existence or hereinafter hereafter enacted or rendered (collectively, "Hazardous Waste LawsHAZARDOUS WASTE LAWS"). Borrower shall give Lender prompt written notice Written Notice (as hereinafter defined) of any claim by any person, entity, or governmental agency that a significant release or disposal of Hazardous Materials has occurred on in, on, over, under or about the Property, including the ground water of the Property, in excess of those permitted by the Hazardous Waste Laws, whether caused by the Borrower, any tenant or any third party. The Borrower, through its professional engineers and at its Borrower's sole cost, shall promptly and thoroughly investigate any suspected release of Hazardous Materials contamination in, on, over, under or about the Property, including the ground water of the Property. Borrower shall forthwith remove, repair, remediate, clean up, and/or detoxify any Hazardous Materials from found in, on, over, under or about the Property or in the ground water of the Property whether or not to the extent such actions are required by lawany applicable Hazardous Waste Laws, and whether or not Borrower was responsible for the existence of the Hazardous Materials in, on on, Xxxxx, Xxxxxxxx over, under or about the Property or the ground water of the Property. "Hazardous MaterialsHAZARDOUS MATERIALS" shall include include, but not be limited to to, substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, however, Borrower shall have no liability under this Paragraph 3 as to Hazardous Materials: (a) if the Property becomes contaminated subsequent to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrower.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. 3. (a) To keep or cause to be kept all Improvements now existing or hereafter erected on the Real Property in good order and repair repair, and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or and Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance policies hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. Borrower at all times shall maintain In connection with the Property in full compliance with all applicable provisions making of all federalsuch repairs, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws"). Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" (as hereinafter defined). Borrower shall not permit its tenants use contractors who are properly licensed, who carry workers' compensation insurance and appropriate liability insurance, who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner, and use only new or any third party requiring the consent re-manufactured goods of Borrower to enter the Property, to use, generate, manufacture, store, release, threaten release, a quality as good or dispose of Hazardous Materials in, on or about the Property or the ground water of the Property in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation currently in evidence or hereinafter enacted or rendered ("Hazardous Waste Laws"). Borrower shall give Lender prompt written notice of any claim by any person, entity, or governmental agency better than that a significant release or disposal of Hazardous Materials has occurred originally used on the Property. The Borrower, through its professional engineers and at its cost, shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the Property. Borrower shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials from the Property or the ground water of the Property whether or not such actions are required by law, and whether or not Borrower was responsible for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. "Hazardous Materials" shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, howeverAs provided herein, Borrower shall have insure that no liability under this Paragraph 3 as to Hazardous Materials: (a) if liens are filed against the Property becomes contaminated subsequent that relate in any way to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, repair work provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrowerfor herein.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To (a) Borrower shall keep all Improvements now existing or hereafter erected on the Real Property in good order and repair repair, only to be used for the Existing Use, and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or and Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law Law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance policies hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. Borrower at all times shall maintain In connection with the Property in full compliance with all applicable provisions making of all federalsuch repairs, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws"). Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" (as hereinafter defined). Borrower shall not permit its tenants use contractors who are properly licensed, who carry workers’ compensation insurance and appropriate liability insurance, who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner, and use only new or any third party requiring the consent re-manufactured goods of Borrower to enter the Property, to use, generate, manufacture, store, release, threaten release, a quality as good or dispose of Hazardous Materials in, on or about the Property or the ground water of the Property in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation currently in evidence or hereinafter enacted or rendered ("Hazardous Waste Laws"). Borrower shall give Lender prompt written notice of any claim by any person, entity, or governmental agency better than that a significant release or disposal of Hazardous Materials has occurred originally used on the Property. The Borrower, through its professional engineers and at its cost, shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the Property. Borrower shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials from the Property or the ground water of the Property whether or not such actions are required by law, and whether or not Borrower was responsible for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. "Hazardous Materials" shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, howeverAs provided herein, Borrower shall have insure that no liability under this Paragraph 3 as to Hazardous Materials: (a) if liens are filed against the Property becomes contaminated subsequent that relate in any way to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, repair work provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrowerfor herein.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To (a) Borrower shall keep all Improvements now existing or hereafter erected on the Real Property in good order and repair repair, only to be used for the Existing Use, and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or and Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law Law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance policies hereinafter required to be kept and maintained on the Property. In furtherance of, and not by Oklahoma City, Oklahoma way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. In connection with the making of such repairs, Borrower at all times shall maintain use contractors who are properly licensed, who carry workers' compensation insurance and appropriate liability insurance, who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner, and use only new or re-manufactured goods of a quality as good or better than that originally used on the Property. As provided herein, Borrower shall insure that no liens are filed against the Property that relate in full any way to the repair work provided for herein. For so long as that certain Lease of the Property (the "BORDERS LEASE") dated November 14, 2002 between Borrower, as landlord, and Border's, Inc., a Colorado corporation ("BORDERS") as tenant remains in effect with Borders as the tenant thereunder and Borrower is diligently enforcing the obligations of Borders thereunder, Borrower shall be deemed to be in compliance with all applicable provisions the requirements of all federal, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws")this subparagraph. Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" Materials (as hereinafter defined)) to the extent required by applicable governmental agencies and free of any liens arising in connection therewith. Borrower shall not and shall not knowingly permit its tenants or any third party requiring the consent of Borrower to enter the Property, to use, generate, manufacture, treat, store, release, threaten release, transport on or over, emit or dispose of Hazardous Materials in, on on, over, under or about the Property or including the ground water of the Property in violation of any federal, regional, state or municipal local law, decisioncode, ordinance, statute, rule, ordinance regulation, decision or regulation order currently in evidence existence or hereinafter hereafter enacted or rendered (collectively, "Hazardous Waste LawsHAZARDOUS WASTE LAWS"). Borrower shall give Lender prompt written notice Written Notice (as hereinafter defined) of any claim by any person, entity, or governmental agency that a significant release or disposal of Hazardous Materials has occurred on in, on, over, under or about the Property, including the ground water of the Property, in excess of those permitted by the Hazardous Waste Laws, whether caused by the Borrower, any tenant or any third party. The Borrower, through its professional engineers and at its Borrower's sole cost, shall promptly and thoroughly investigate any suspected release of Hazardous Materials contamination in, on, over, under or about the Property, including the ground water of the Property. Borrower shall forthwith remove, repair, remediate, clean up, and/or detoxify any Hazardous Materials from found in, on, over, under or about the Property or in the ground water of the Property whether or not to the extent such actions are required by lawany applicable Hazardous Waste Laws, and whether or not Borrower was responsible for the existence of the Hazardous Materials in, on on, over, under or about the Property or the ground water of the Property. "Hazardous MaterialsHAZARDOUS MATERIALS" shall include include, but not be limited to to, substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, however, Borrower shall have no liability under this Paragraph 3 as to Hazardous Materials: (a) if the Property becomes contaminated subsequent to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrower.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To keep all Improvements now existing or hereafter erected on the Real Property in good order and repair and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the said Improvements or any Fixtures or Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. Borrower at all times shall maintain the Property in full compliance with all applicable provisions of all federal, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter hereinafter enacted or rendered governing accessibility for the disableddisabled or handicapped, including including, but not limited to to, The Architectural Barriers Act of 19881968, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 1988, The Americans with Disabilities Act, The Florida Accessibility Code and The Florida Americans With Disabilities Act Accessibility Implementation Act, and all regulations and guidelines promulgated under any of 1990 the foregoing, as the same may be amended from time to time (hereinafter, collectively the "Accessibility Laws"). Borrower at all times shall keep Pursuant to the Property terms of a separate Accessibility Indemnity Agreement of even date herewith executed by Xxxxxxxx to and ground water in favor of Lender (the Property free of "Hazardous Materials" (as hereinafter defined). Borrower shall not permit its tenants or any third party requiring the consent of Borrower to enter the Property, to use, generate, manufacture, store, release, threaten release, or dispose of Hazardous Materials in, on or about the Property or the ground water of the Property in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation currently in evidence or hereinafter enacted or rendered ("Hazardous Waste LawsAccessibility Indemnity Agreement"). Borrower shall give Lender prompt written notice of any claim by any person, entity, or governmental agency that a significant release or disposal of Hazardous Materials has occurred on the Property. The Borrower, through its professional engineers and at its cost, shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the Property. Borrower shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials from the Property or the ground water of the Property whether or not such actions are required by law, and whether or not Borrower was responsible for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. "Hazardous Materials" shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby Xxxxxxxx agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender forarising, with respect toeither directly or indirectly, or as a direct or indirect result out of the non-compliance any noncompliance of the Property with the any Accessibility Laws and/or the presence on, under or about any claimed breach or violation thereof by Borrower or the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower)Xxxxxxxx. Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with The indemnification agreement of Borrower contained in the foregoing covenants sentence and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed the Accessibility Indemnity Agreement shall extend beyond survive repayment of the Note and compliance with the terms satisfaction of this Security Deed; providedMortgage, however, Borrower shall have no liability under this Paragraph 3 except as to Hazardous Materials: otherwise provided in subparagraph (a11) if in the Property becomes contaminated subsequent to Lender's acquisition Exculpation section of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon BorrowerNote.

PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY; HAZARDOUS WASTE. To (a) Borrower shall keep all Improvements now existing or hereafter erected on the Real Property in good order and repair repair, only to be used for the Existing Use, and not to do or permit any waste, impairment or deterioration thereof or thereon, nor to alter, remove or demolish any of the Improvements or any Fixtures or and Personal Property attached or appertaining thereto, without the prior written consent of the Lender, nor to initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Property or any part thereof, nor to do or permit any other act whereby the Property shall become less valuable, be used for purposes contrary to applicable law Law or be used in any manner which will increase the premium for or result in a termination or cancellation of the insurance policies hereinafter required to be kept and maintained on the Property. In furtherance of, and not by way of limitation upon upon, the foregoing covenant, Borrower shall effect such repairs as the Lender may reasonably require, and from time to time make all needful and proper replacements so that said the Improvements, Appurtenances, Fixtures and Personal Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were originally erected or installed. Borrower at all times In connection with the making of such repairs, Xxxxxxxx shall maintain the Property use contractors who are properly licensed, who carry workers’ compensation insurance and appropriate liability insurance, who generally have a good reputation for completing their work in full compliance with all applicable provisions a neat, prompt and workmanlike manner, and use only new or re-manufactured goods of all federal, state a quality as good or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled, including but not limited to The Architectural Barriers Act of 1988, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and The Americans With Disabilities Act of 1990 (hereinafter, collectively the "Accessibility Laws"). Borrower at all times shall keep the Property and ground water of the Property free of "Hazardous Materials" (as hereinafter defined). Borrower shall not permit its tenants or any third party requiring the consent of Borrower to enter the Property, to use, generate, manufacture, store, release, threaten release, or dispose of Hazardous Materials in, on or about the Property or the ground water of the Property in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation currently in evidence or hereinafter enacted or rendered ("Hazardous Waste Laws"). Borrower shall give Lender prompt written notice of any claim by any person, entity, or governmental agency better than that a significant release or disposal of Hazardous Materials has occurred originally used on the Property. The BorrowerAs provided herein, through its professional engineers and at its cost, Xxxxxxxx shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the Property. Borrower shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials from insure that no liens are filed against the Property or that relate in any way to the ground water of the Property whether or not such actions are required by law, and whether or not Borrower was responsible repair work provided for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. "Hazardous Materials" shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seqherein.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et. seq.; the Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et. seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et. seq. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of the non-compliance of the Property with the Accessibility Laws and/or the presence on, under or about the Property, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Hazardous Waste Laws, regardless of whether or not caused by, or within the control of, Borrower). Lender, and/or its agents, shall have the right and shall be permitted, but shall not be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the foregoing covenants and any and all other covenants, agreements and conditions set forth in this Security Deed. Liability under this Paragraph of this Security Deed shall extend beyond repayment of the Note and compliance with the terms of this Security Deed; provided, however, Borrower shall have no liability under this Paragraph 3 as to Hazardous Materials: (a) if the Property becomes contaminated subsequent to Lender's acquisition of the Property by foreclosure, acceptance by Lender of a deed in lieu thereof, or subsequent to any transfer of ownership of the Property which was approved or authorized by Lender in writing, provided that such transferee assumes all obligations of Borrower with respect to Hazardous Materials pursuant to this Security Deed; or (b) at such time Borrower provides Lender an environmental assessment report acceptable to Lender showing the Property to be free of Hazardous Materials and not in violation of Hazardous Waste Laws. The burden of proof under this Paragraph with regard to establishing the date upon which Hazardous Material was placed or appeared in, on or under the Property shall be upon Borrower.