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ENVIRONMENTAL INDEMNITY AGREEMENT
THIS AGREEMENT, which is dated as of June 18, 1999, is executed by EBS BUILDING,
L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Borrower") as a condition to, and
to induce FINPRO, L.L.C., A MISSOURI LIMITED LIABILITY COMPANY ("Lender") to
make a loan (the "Loan") to Borrower evidenced or to be evidenced by a
Promissory Note of even date herewith made by Borrower payable to the order of
Lender in the principal face amount of $12,000,000.00, which Loan is secured or
to be secured by a Deed of Trust, Security Agreement and Fixture Filing (the
"Mortgage") of even date herewith, encumbering certain real and personal
property as therein described (collectively, the "Property") including the land
described in Exhibit A which is attached hereto and made a part hereof. The term
"Documents" is used herein as defined in the Mortgage. This Agreement is one of
the Documents.
1. CERTAIN DEFINITIONS. As used in this Agreement:
(a) "ENVIRONMENTAL CLAIM" means any investigative, enforcement, cleanup,
removal, containment, remedial or other private or governmental or
regulatory action at any time threatened, instituted or completed
pursuant to any applicable Environmental Requirement (hereinafter
defined), against Borrower or against or with respect to the Property
or any condition, use or activity on the Property (including any such
action against Lender), and any claim at any time threatened or made by
any person against Borrower or against or with respect to the Property
or any condition, use or activity on the Property (including any such
claim against Lender), relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from or in any way arising in
connection with any Hazardous Material (hereinafter defined) or any
Environmental Requirement.
(b) "ENVIRONMENTAL REQUIREMENT" means any Environmental Law (hereinafter
defined), agreement or restriction (including but not limited to any
condition or requirement imposed by any insurance or surety company),
as the same now exists or may be changed or amended or come into effect
in the future, which pertains to health, safety, any Hazardous
Material, or the environment, including but not limited to ground or
air or water or noise pollution or contamination, and underground or
aboveground tanks.
(c) "HAZARDOUS MATERIAL" means any substance, whether solid, liquid or
gaseous which is listed, defined or regulated as a "hazardous
substance", "hazardous waste" or "solid waste", or otherwise classified
as hazardous or toxic, in or pursuant to any Environmental Requirement;
or which is or contains asbestos, radon, any polychlorinated biphenyl,
urea formaldehyde foam insulation, explosive or radioactive material,
or motor fuel or other petroleum hydrocarbons; or which causes or poses
a threat to cause a contamination or nuisance on the Property or any
adjacent property or a hazard to the environment or to the health or
safety of persons on the Property.
(d) "ENVIRONMENTAL LAW" means any federal, state or local law, statute,
ordinance, code, rule, regulation, license, authorization, decision,
order, injunction, decree, or rule of common law, and any judicial
interpretation of any of the foregoing, which pertains to health,
safety, any Hazardous Material, or the environment (including but not
limited to ground or air or water or noise pollution or contamination,
and underground or aboveground tanks) and shall include without
limitation, the Solid Waste Disposal Act, 42 U.S.C. Section 6901 et
seq.; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq. ("CERCLA"), as
amended by the
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Superfund Amendments and Reauthorization Act of 1986 ("XXXX"); the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.;
the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et
seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Safe
Drinking Water Act, 42 U.S.C. Section 300f et seq.; and any other state
or federal environmental statutes, and all rules, regulations, orders
and decrees now or hereafter promulgated under any of the foregoing, as
any of the foregoing now exist or may be changed or amended or come
into effect in the future.
(e) "ON" or "on", when used with respect to the Property or any property
adjacent to the Property, means "on, in, under, above or about".
2. REPRESENTATIONS AND WARRANTIES. To the best of Borrower's knowledge,
Borrower hereby represents and warrants to, and covenants with, Lender,
without regard to whether Lender has or hereafter obtains any knowledge or
report of the environmental condition of the Property, but subject to all
matters disclosed in the Environmental Report dated December 31, 1998
prepared by ATC Associates as Project Number 87730.8008 (the "Report"), a
copy of which has been furnished to Lender, as follows:
(a) During the period of Borrower's ownership of the Property, to the best
of Borrower's knowledge the Property has not been used for industrial
or manufacturing purposes, for landfill, dumping or other waste
disposal activities or operations, for generation, storage, use, sale,
treatment, processing, recycling or disposal of any Hazardous Material,
or for any other use that could give rise to the release of any
Hazardous Material on the Property; to the best of Borrower's
knowledge, no such use of the Property occurred at any time prior to
the period of Borrower's ownership of the Property; and to the best of
Borrower's knowledge without inquiry, no such use on any adjacent
property occurred at any time prior to the date hereof;
(b) To the best of Borrower's knowledge, there is no Hazardous Material,
storage tank (or similar vessel) whether underground or otherwise, sump
or well currently on the Property;
(c) Borrower has received no notice and has no knowledge of any
Environmental Claim or any completed, pending or proposed or threatened
investigation or inquiry concerning the presence or release of any
Hazardous Material on the Property or any adjacent property or
concerning whether any condition, use or activity on the Property or
any adjacent property is in violation of any Environmental Requirement;
(d) To the best of Borrower's knowledge the present conditions, uses and
activities on the Property do not violate any Environmental Requirement
and the use of the Property which Borrower (and each tenant and
subtenant, if any) makes and intends to make of the Property complies
and will comply with all applicable Environmental Requirements;
(e) The Property does not appear on and to the best of Borrower's knowledge
has never been on the National Priorities List, any federal or state
"superfund" or "superlien" list, or any other list or database of
properties maintained by any local, state or federal agency or
department showing properties which are known to contain or which are
suspected of containing a Hazardous Material;
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(f) Borrower has never applied for and been denied environmental impairment
liability insurance coverage relating to the Property; and
(g) Neither Borrower nor, to Borrower's knowledge, any tenant or subtenant,
has obtained or is required to obtain any permit or authorization to
construct, occupy, operate, use or conduct any activity on any of the
Property by reason of any Environmental Requirement.
3. VIOLATIONS. Borrower will not cause, commit, permit or allow to continue (i)
any violation of any Environmental Requirement (a) by Borrower or by any
person or entity (b) by or with respect to the Property or any use of or
condition or activity on the Property, or (ii) the attachment of any
environmental lien to the Property. Borrower will not place, install,
dispose of or release, or cause, permit, or allow the placing, installation,
disposal, spilling, leaking, dumping or release of, any Hazardous Material
or additional storage tanks (or similar vessel) on the Property and will
keep the Property free of Hazardous Material.
Notwithstanding the foregoing provisions of this Section 3, Borrower shall not
be in Default under this Section 3 should Borrower store minimal quantities of
substances on the Property which technically could be considered Hazardous
Material, provided that: such substances are of a type and are held only in a
quantity normally used in connection with the construction, occupancy or
operation of comparable buildings (such as cleaning fluids, and supplies
normally used in the day to day operation of business offices), such substances
are being held, stored and used in complete and strict compliance with all
applicable Environmental Requirements, and the indemnity in Section 7 of this
Agreement shall always apply to such substances, and it shall be and continue to
be the responsibility of Borrower to take all remedial action required under and
in accordance with Section 6 of this Agreement in the event of any unlawful
release of any such substance.
4. NOTICE TO LENDER. Borrower shall promptly deliver to Lender a copy of each
report pertaining to the Property prepared by or on behalf of Borrower
pursuant to any Environmental Requirement. Borrower shall immediately advise
Lender in writing of any Environmental Claim or of the discovery of any
Hazardous Material on the Property, as soon as Borrower first obtains
knowledge thereof, including a full description of the nature and extent of
the Environmental Claim and/or Hazardous Material and all relevant
circumstances.
5. SITE ASSESSMENTS AND INFORMATION. If Lender shall ever have a reasonable
basis to believe that any Hazardous Material affects the Property (other
than materials described in the Report), or if any Environmental Claim is
made or threatened, or if a Default (as defined in the Mortgage) shall have
occurred under the Documents, or upon the occurrence of the Release Date
(hereinafter defined) if requested by Lender, Borrower shall at its expense,
provide to Lender from time to time, in each case within sixty (60) days
after Lender's request, an Environmental Assessment (hereinafter defined)
made after the date of Lender's request. As used in this Agreement, the term
"Environmental Assessment" means a report (including all drafts thereof) of
an environmental assessment of the Property of such scope (including but not
limited to the taking of soil borings and air and groundwater samples and
other above and below ground testing) as Lender may request, by a consulting
firm acceptable to Lender and made in accordance with Lender's established
guidelines. Borrower will cooperate with each consulting firm making any
such Environmental Assessment and will supply to the consulting firm, from
time to time and promptly on request, all information available to Borrower
to facilitate the completion of the Environmental Assessment. If Borrower
fails to furnish Lender within thirty (30) days after Lender's request with
a copy of an agreement with an acceptable environmental consulting firm to
provide such Environmental Assessment, or if Borrower fails to furnish to
Lender such Environmental Assessment within sixty
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(60) days after Lender's request, Lender may cause any such Environmental
Assessment to be made at Borrower's expense and risk. Lender and its
designees are hereby granted access to the Property at any time or times,
upon reasonable notice (which may be written or oral), and a license which
is coupled with an interest and irrevocable, to make or cause to be made
such Environmental Assessments, Lender may disclose to interested parties
any information Lender ever has about the environmental condition or
compliance of the Property, but shall be under no duty to disclose any such
information except as may be required by law. Lender shall be under no duty
to make any Environmental Assessment of the Property, and in no event shall
any such Environmental Assessment by Lender be or give rise to a
representation that any Hazardous Material is or is not present on the
Property, or that there has been or shall be compliance with any
Environmental Requirement, nor shall Borrower or any other person be
entitled to rely on any Environmental Assessment made by Lender or at
Lender's request. Lender owes no duty of care to protect Borrower or any
other person against, or to inform them of, any Hazardous Material or other
adverse condition affecting the Property.
6. REMEDIAL ACTIONS.
(a) If any Hazardous Material is discovered on the Property at any time and
regardless of the cause, (i) Borrower shall promptly at Borrower's sole
risk and expense remove (or encapsulate in accordance with customary
remediation practices), treat, and dispose of the Hazardous Material in
compliance with all applicable Environmental Requirements and solely
under Borrower's name (or if removal is prohibited by any Environmental
Requirement, take whatever action is required by any Environmental
Requirement), in addition to taking such other action as is necessary
to have the full use and benefit of the Property as contemplated by the
Documents, and provide Lender with satisfactory evidence thereof; and
(ii) if requested by Lender, provide to Lender within thirty (30) days
of Lender's request a bond, letter of credit or other financial
assurance evidencing to Lender's satisfaction that all necessary funds
are readily available to pay the costs and expenses of the actions
required by clause (i) preceding and to discharge any assessments or
liens established against the Property as a result of the presence of
the Hazardous Material on the Property. Within fifteen (15) days after
completion of such remedial actions, Borrower shall obtain and deliver
to Lender an Environmental Assessment of the Property made after such
completion and confirming to Lender's satisfaction that all required
remedial action as stated above has been taken and successfully
completed and that there is no evidence or suspicion of any
contamination or risk of contamination on the Property or any adjacent
property, or of violation of any Environmental Requirement, with
respect to any such Hazardous Material.
(b) Lender may, but shall never be obligated to, remove or cause the
removal of any Hazardous Material from the Property (or if removal is
prohibited by any Environmental Requirement, take or cause the taking
of such other action as is required by any Environmental Requirement)
if Borrower fails to promptly commence such remedial actions following
discovery and thereafter diligently prosecute the same to the
satisfaction of Lender (without limitation of Lender's rights to
declare a default under any of the Documents and to exercise all rights
and remedies available by reason thereof); and Lender and its designees
are hereby granted access to the Property at any time or times, upon
reasonable notice (which may be written or oral), and a license which
is coupled with an interest and irrevocable, to remove or cause such
removal or to take or cause the taking of any such other action.
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7. INDEMNITY.
(a) Borrower hereby agrees to protect, indemnify, defend and hold (i)
Lender; (ii) the trustee(s) under the Mortgage (the "Trustee"); (iii)
any persons or entities owned or controlled by, controlling, or under
common control or affiliated with Lender and/or Trustee; (iv) any
participants in the Loan; (v) the directors, officers, partners,
employees and agents of Lender and/or Trustee, and/or such persons or
entities; and (vi) the heirs, personal representatives, successors and
assigns of each of the foregoing persons or entities (each an
"Indemnified Party") harmless from and against, and if and to the
extent paid, reimburse them on demand for, any and all Environmental
Damages (hereinafter defined). The foregoing indemnity shall not apply
to a particular Indemnified Party to the extent that the subject of the
indemnification is caused by or arises out of the negligence or willful
misconduct of that particular Indemnified Party. Upon demand by Lender,
Borrower shall diligently defend any Environmental Claim which affects
the Property or is made or commenced against Lender, whether alone or
together with any other person, all at Borrower's own cost and expense
and by counsel to be approved by Lender in the exercise of its
reasonable judgment. In the alternative, at any time Lender may elect
to conduct its own defense through counsel selected by Lender and at
the cost and expense of Borrower.
(b) As used in this Agreement, the term "Environmental Damages" means all
claims, demands, liabilities (including strict liability), losses,
damages (including consequential damages), causes of action, judgments,
penalties, fines, costs and expenses (including reasonable fees, costs
and expenses of attorneys, consultants, contractors, experts and
laboratories), of any and every kind or character, contingent or
otherwise, matured or unmatured, known or unknown, foreseeable or
unforeseeable, made, incurred, suffered, brought, or imposed at any
time and from time to time, whether before or after the Release Date
(hereinafter defined) and arising in whole or in part from:
(1) the presence of any Hazardous Material on the Property, or any
escape, seepage, leakage, spillage, emission, release, discharge or disposal
of any Hazardous Material on or from the Property, or the migration or
release or threatened migration or release of any Hazardous Material to,
from or through the Property, on or before the Release Date; or
(2) any act, omission, event or circumstance existing or occurring in
connection with the handling, treatment, containment, removal, storage,
decontamination clean-up, transport or disposal of any Hazardous Material
which is at any time on or before the Release Date present on the Property;
or
(3) the breach of any representation, warranty, covenant or agreement
contained in this Agreement because of any event or condition occurring or
existing on or before the Release Date; or
(4) any violation on or before the Release Date, of any Environmental
Requirement in effect on or before the Release Date, regardless of whether
any act, omission, event or circumstance giving rise to the violation
constituted a violation at the time of the occurrence or inception of such
act, omission, event or circumstance; or
(5) any Environmental Claim, or the filing or imposition of any
environmental lien against the Property, because of, resulting from, in
connection with, or arising out of any of the matters referred to in
subparagraphs (1) through (4) preceding;
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and regardless of whether any of the foregoing subparagraphs (1) through (5)
was caused by a Borrower or a tenant or subtenant, or a prior owner of the
Property or its tenant or subtenant, or any third party, including but not
limited to (i) injury or damage to any person, property or natural resource
occurring on or off the Property, including but not limited to, the cost of
demolition and rebuilding of any improvements on real property; (ii) the
investigation or remediation of any such Hazardous Material or violation of
Environmental Requirement, including but not limited to the preparation of
any feasibility studies or reports and the performance of any cleanup,
remediation, removal, response, abatement, containment, closure,
restoration, monitoring or similar work required by any Environmental
Requirement or necessary to have full use and benefit of the Property as
contemplated by the Documents (including any of the same in connection with
any foreclosure action or transfer in lieu thereof); (iii) all liability to
pay or indemnify any person or governmental authority for costs expended in
connection with any of the foregoing; (iv) the investigation and defense of
any claim, whether or not such claim is ultimately defeated; and (v) the
settlement of any claim or judgment.
(c) As used in this Agreement, the term "Release Date" means the earlier of
the following two dates: (i) the date on which the indebtedness and
obligations secured by the Mortgage have been paid and performed in
full and the Mortgage has been released; or (ii) the date on which the
lien of the Mortgage is fully and finally foreclosed or a conveyance by
deed in lieu of such foreclosure is fully and finally effective and
possession of the Property has been given to and accepted by the
Purchaser or grantee free of occupancy and claims to occupancy by
Borrower and its heirs, devisees, representatives, successors and
assigns; provided that, if such payment, performance, release,
foreclosure or conveyance is challenged, in bankruptcy proceedings or
otherwise, the Release Date shall be deemed not to have occurred until
such challenge is validly released, dismissed with prejudice or
otherwise barred by law from further assertion.
8. CONSIDERATION; SURVIVAL; CUMULATIVE RIGHTS. Borrower acknowledges that
Lender has relied and will rely on the representations, warranties,
covenants and agreements herein in closing and funding the Loan and that the
execution and delivery of this Agreement is an essential condition but for
which Lender would not close or fund the Loan. The representations,
warranties, covenants and agreements in this Agreement shall be binding upon
Borrower and its successors, assigns and legal representatives and shall
inure to the benefit of Lender and its successors, assigns and legal
representatives and participants in the Loan; and shall not terminate on the
Release Date or upon the release, foreclosure or other termination of the
Mortgage, but will survive the Release Date, the payment in full of the
indebtedness secured by the Mortgage, foreclosure of the Mortgage or
conveyance in lieu of foreclosure, the release or termination of the
Mortgage and any and all of the other Documents, any investigation by or on
behalf of the Lender, any bankruptcy or other debtor relief proceeding, and
any other event whatsoever. Any amount to be paid under this Agreement by
Borrower shall be a demand obligation owing by Borrower (which Borrower
hereby promise to pay). Lender's rights under this Agreement shall be in
addition to all rights of Lender under the Documents or at law or in equity,
under this Agreement shall be in addition to all rights of Lender under the
Documents or at law or in equity, and payments by Borrower under this
Agreement shall not reduce Borrower's obligation and liabilities under any
of the Documents. The liability of Borrower or any other person under this
Agreement shall not be limited or impaired in any way by any provision in
the Documents or applicable law limiting Borrower's or such other person's
liability or Lender's recourse or rights to a deficiency judgment, or by any
change, extension, release, inaccuracy, breach or failure to perform by any
party under the Documents, Borrower's (and, if applicable, such other
person's) liability hereunder being direct and primary and not as a
guarantor or surety. Borrower hereby assigns and irrevocably transfers to
Lender any and all
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rights of subrogation, contribution, indemnification, reimbursement or
similar rights it may have against Borrower or any other person for
Environmental Damages. Nothing in this Agreement or in any other Loan
Document shall limit or impair any rights or remedies of Lender, Trustee
and/or any other Indemnified Party against Borrower or any other person
under any Environmental Requirement or otherwise at law or in equity,
including without limitation, any rights of contribution or indemnification.
9. NO WAIVER. No delay or omission by Lender to exercise any right under this
Agreement shall impair any such right nor shall it be construed to be a
waiver thereof. No waiver of any single breach or Default under this
Agreement shall be deemed a waiver of any other breach or Default. Any
waiver, consent or approval under this Agreement must be in writing to be
effective.
10. NOTICES. All notices, requests, consents, demands and other communications
required or which any party desires to give hereunder or under any other
Loan Document shall be in writing and, unless otherwise specifically
provided in such other Loan Document, shall be deemed sufficiently given or
furnished if delivered by personal delivery, by courier, or by registered or
certified United States mail, postage prepaid, addressed to the party to
whom directed at the addresses specified at the end of this Agreement
(unless changed by similar notice in writing given by the particular party
whose address is to be changed) or by telegram, telex, or facsimile. Any
such notice or communication shall be deemed to have been given either at
the time of personal delivery or, in the case of courier or mail, as of the
date of first attempted delivery at the address and in the manner provided
herein, or, in the case of telegram, telex or facsimile, upon receipt;
provided that, service of a notice required by any applicable statute, shall
be considered complete when the requirements of that statute are met.
Notwithstanding the foregoing, no notice of change of address shall be
effective except upon actual receipt. This Section shall not be construed in
any way to affect or impair any waiver of notice or demand provided in any
Loan Document or to require giving notice or demand to or upon any person in
any situation or for any reason.
11. INVALID PROVISIONS. A determination that any provision of this Agreement is
unenforceable or invalid shall not affect the enforceability or validity of
any other provision and a determination that the application of any
provision of this Agreement to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such
provision as it may apply to other persons or circumstances.
12. CONSTRUCTION. Whenever in this Agreement the singular number is used, the
same shall include plural where appropriate, and vice versa; and words of
any gender in this Agreement shall include each other gender where
appropriate. The headings in this Agreement are for convenience only and
shall be disregarded in the interpretation hereof. Reference to "person" or
"entity" means firms, associations, partnerships, joint ventures, trusts,
limited liability companies, corporations and other legal entities,
including public or governmental bodies, agencies or instrumentalities, as
well as natural persons.
13. WAIVER OF JURY TRIAL. In the event any dispute between Borrower and Lender
is not resolved pursuant to the arbitration provision above, each of the
parties waives trial by jury in any court action or proceeding to which
Borrower and Lender may be parties, arising out of, in connection with or in
any way pertaining to, this instrument or any other documents evidencing or
securing the loan transaction herein involved. It is agreed and understood
that this waiver constitutes a waiver of trial by jury of all claims against
all parties to such action or proceedings, including claims against parties
who are not parties to this instrument, in each case whether now existing or
hereafter arising, and whether sounding in contract or tort or otherwise.
This waiver is knowingly,
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willingly and voluntarily made by each of the parties, and each of the
parties hereby represents that no representations of fact or opinion have
been made by any individual to induce this waiver of trial by jury or to in
any way modify or nullify its effect. Each of the parties further represents
and warrants that it has been represented in the signing of this instrument
and in the making of this waiver by independent legal counsel, or has had
the opportunity to be represented by independent legal counsel selected of
its own free will, and that it has had the opportunity to discuss this
waiver with counsel. Each of the parties agree and consent that the other
party may file an original counterpart or a copy of this document with any
court as written evidence of the consent of each of the other parties to the
waiver of its right to trial by jury.
14. SERVICE OF PROCESS. Borrower hereby waives personal service and consents to
process being served in any suit, action, or proceeding instituted in
connection with this instrument or the Documents by (i) the mailing of a
copy thereof by certified mail, postage prepaid, return receipt requested,
to Borrower at its address set forth on the signature page hereof and
service so made shall be deemed to be completed five (5) days after the same
shall have been so deposited in the U.S. Mail, or (ii) at Lender's option by
serving a copy thereof upon Borrower. Borrower irrevocably agrees that such
service shall be deemed to be service of process upon Borrower in any such
suit, action, or proceeding. Nothing in this document shall affect the right
of Lender to serve process in any manner otherwise permitted by law and
nothing in this Note will limit the right of Lender otherwise to bring
proceedings against Borrower in the courts of any jurisdiction or
jurisdictions.
15. EXECUTION; MODIFICATION. This Agreement may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement. This
Agreement may be amended only by an instrument in writing intended for that
purpose executed jointly by an authorized representative of each party
hereof.
16. ENTIRE AGREEMENT. THE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS TO THE PARTIES.
THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
Executed and dated as of the date first written above.
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The address of Borrower is:
PricewaterhouseCoopers LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, Partner
Fax: (000) 000-0000
BORROWER:
EBS BUILDING, L.L.C., a Delaware limited
liability company
By: PRICEWATERHOUSECOOPERS LLP,
MANAGER
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx, Director
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The address of Lender is:
FinPro, L.L.C.
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
LENDER:
FINPRO, L.L.C.,A Missouri Limited Liability
Company)
BY: /S/ E. Xxxxxxx Xxxxxxx
-------------------------------------
E. Xxxxxxx Xxxxxxx, Manager
[EBS LOAN-ENVIRONMENTAL INDEMNITY]
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EXHIBIT A
(DESCRIPTION OF LAND)
All that real property located in the City of St. Louis, State of Missouri, more
particularly described as follows:
Parcel No. 1: A tract of land being Book 119, part of Block 118, that part of
Xx. Xxxxxxx Xxxxxx, 00 feet wide, vacated by Ordinance No. 58574 and that part
of a 7.5 foot wide alley in Block 118 vacated by Ordinance No. 58533, in the
City of St. Louis, Missouri and being further described as follows: Beginning at
a point on the East line of Sixth Street, 60 feet wide, at its intersection with
the South line of vacated Xx. Xxxxxxx Xxxxxx, 00 feet wide, said point being the
Northwest corner of Block 118, thence North 1 degree 54 minutes 12 seconds East,
49.93 feet across vacated Xx. Xxxxxxx Xxxxxx to the Southwest corner of Block
119; thence along the East line of Sixth Street, North 0 degrees 09 minutes 53
seconds West, 150.46 feet to its intersection with the South line of Washington
Avenue, 80 feet wide, said point being the Northwest corner of Block 119; thence
along the South line of Washington Avenue, North 89 degrees 54 minutes 07
seconds East, 270.40 feet to its intersection with the West line of Broadway, 80
feet wide, said point being the Northeast corner of Block 119; thence along the
West line of Broadway, South 0 degrees 11 minutes 45 seconds East, 149.47 feet
to its intersection with the North line of vacated St. Xxxxxxx Street, said
point being the Southeast corner of Book 119; thence South 2 degrees 26 minutes
11 seconds West, 50.14 feet across vacated Xx. Xxxxxxx Xxxxxx to the Northeast
corner of Block 118; thence continuing along the West line of Broadway, South 2
degrees 33 minutes 22 seconds West, 13.64 feet to a point on the East line of
Block 118; thence leaving said point and running North 87 degrees 2 minutes 23
seconds West 269.68 feet to the point of beginning according to survey by The
Xxxxxxx Engineering Company dated February, 1998.
Parcel No. 2: A tract of land being part of Block 118 together with the vacated
North and South Alley and portions of the following vacated streets, Broadway,
Locust Street and Sixth Street, in the City of St. Louis, Missouri, and
described as follows: Beginning at a point on the East line of Sixth Street, 60
feet wide at its intersection with the South line of former Xx. Xxxxxxx Xxxxxx,
00 feet wide, as vacated by Ordinance No. 58574, said point being the Northwest
corner of City Block 118 and the Westernmost corner of property conveyed to
Edison Brothers Redevelopment Corporation by deed recorded in Book 338M page 830
of the St. Louis City Records; thence leaving said point and running along the
line of said Edison Brothers Property, South 87 degrees 22 minutes 23 seconds
East, 269.68 feet to a point on the Eastern line of City Block 118, thence along
said Xxxxxxx Xxxxx xxxx, Xxxxx 0 degrees 33 minutes 22 seconds East, 2.00 feet
to a point on the North line of that portion of Broadway as vacated by Ordinance
No. 58656; thence along the North line of said vacated area South 87 degrees 22
minutes 23 seconds East, 13.33 feet to the Northeast corner thereof; thence
along the Eastern line of the portion of Broadway, as vacated, South 2 degrees
33 minutes 22 seconds West, 275.33 feet to an angle point therein; thence South
50 degrees 50 minutes 47 seconds West, 1797 feet to a point on the South line of
that portion of Locust Street as vacated by Ordinance No. 58656; thence along
the South line of said vacated area, North 87 degrees 22 minutes 23 seconds
West, 268.51 feet to an angle point therein; thence North 39 degrees 14 minutes
03 seconds West, 20.11 feet to a point on the Western line of that portion of
Sixth Street, as vacated by Ordinance No. 58656; thence along the West line of
said vacated area, North 2 degrees 37 minutes 07 seconds East, 271.67 feet to
the Northwest corner thereof; thence along the North line of said vacated
portion of Sixth Street South 87 degrees 22 minutes 23 seconds East, 12.0 feet
to a point on the East line of Sixth Street; thence along xxxx xxxxxx xxxx,
Xxxxx 0 degrees 37 minutes 07 seconds West 1.33 feet to the point of beginning,
according to survey executed by Xxxxxxx Engineering Company.
