Environmental Disclosure Agreement

ENVIRONMENTAL DISCLOSURE AGREEMENT

This Environmental Disclosure Agreement ("Agreement") is made and entered into as of Effective Date: by and between Discloser Name: , an entity of type Individual Corporation Limited Liability Company Partnership, and Recipient Name: , an entity of type Individual Corporation Limited Liability Company Partnership.

RECITALS

WHEREAS, Discloser owns, operates, or has legal responsibility for certain real property or business operations located at Property Address: (the "Property"); and

WHEREAS, Recipient is considering acquiring, leasing, financing, or otherwise engaging in a transaction involving the Property or Discloser and has requested from Discloser disclosures regarding known environmental conditions, regulatory actions, and historical uses of the Property that may affect environmental liabilities; and

WHEREAS, Discloser is willing to disclose such information to Recipient on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Hazardous Materials" means any substance, material or waste regulated under applicable environmental laws, including but not limited to petroleum, asbestos, polychlorinated biphenyls (PCBs), lead-based paint, mold, solvents, and other contaminants that present a risk to human health or the environment.

"Known Condition" means any physical condition, occurrence, event, release, discharge, disposal, storage, or presence of Hazardous Materials or regulatory notices known by Discloser with respect to the Property as of the Effective Date.

2. DISCLOSURES

Discloser hereby represents and warrants to Recipient that, to Discloser's actual knowledge after reasonable inquiry, the disclosures provided on Schedule A attached hereto and any documents delivered contemporaneously with this Agreement fully disclose Known Conditions affecting the Property. Schedule A includes, without limitation, a description of Known Conditions, dates of discovery, identity of substances involved, areas affected on the Property, and any actions taken or currently underway.

Discloser further certifies that the following documents are attached or have been delivered to Recipient (check all that apply):
Phase I Environmental Site Assessment
Phase II Environmental Site Assessment or Subsurface Investigation
Remediation Reports and Closure Documents
Environmental Permits, Registrations, or Authorizations
Monitoring Well Data and Sampling Results
No Known Documents or Records (no attachments)

3. REPRESENTATIONS AND WARRANTIES

3.1 Discloser represents and warrants that: (a) Discloser has provided, to the best of Discloser's knowledge after reasonable inquiry, all material records in Discloser's possession or control relating to Known Conditions; (b) there are no pending or, to Discloser's knowledge, threatened administrative or judicial proceedings by any governmental authority specifically alleging a violation of environmental law relating to the Property that have not been disclosed in Schedule A; and (c) Discloser has not intentionally withheld any material information relating to environmental conditions at the Property.

3.2 Recipient acknowledges that Discloser makes no warranty, express or implied, as to conditions not specifically disclosed in Schedule A, except as expressly set forth in this Agreement. Recipient acknowledges that the representations in this Section 3 are the sole representations regarding Discloser's actual knowledge of Known Conditions.

4. INSPECTION AND ACCESS

4.1 Subject to reasonable advance notice and customary safety requirements, Discloser shall, upon written request, afford Recipient and Recipient's authorized consultants reasonable access to the Property to conduct such environmental assessments and sampling as Recipient may reasonably request. Recipient shall coordinate access with Discloser and shall comply with all site rules and safety requirements.

4.2 Recipient shall promptly provide Discloser with copies of any environmental studies, test results, or reports generated by Recipient or Recipient's consultants. Any agreement by Discloser to provide access shall not be deemed an admission of liability or condition by Discloser.

5. REMEDIATION, NOTIFICATION AND COSTS

5.1 Except as otherwise expressly provided in a separate transaction document, Discloser shall be responsible for the cost of any remediation or corrective action arising from Known Conditions that were caused by Discloser prior to the Effective Date. To the extent remediation is required by governmental authority as a direct result of Discloser's prior acts or omissions, Discloser shall promptly undertake remediation in compliance with applicable laws and provide Recipient with reasonably sufficient documentation of such remediation.

5.2 If remediation or corrective action is required due to conditions that arise subsequent to the Effective Date and are attributable to Recipient's actions, Recipient shall be solely responsible for such remediation costs.

6. INDEMNIFICATION

6.1 Discloser shall indemnify, defend and hold harmless Recipient, its affiliates and their respective officers, directors, employees and agents (collectively, the "Recipient Indemnitees") from and against any and all claims, losses, liabilities, fines, penalties, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Discloser's breach of any representation or warranty contained in Section 3; (b) any claim, action or proceeding by a governmental authority based on a Known Condition caused by Discloser prior to the Effective Date; or (c) Discloser's gross negligence or willful misconduct with respect to Hazardous Materials on the Property.

6.2 Recipient shall indemnify, defend and hold harmless Discloser and its affiliates (collectively, the "Discloser Indemnitees") from and against any and all claims, losses, liabilities, fines, penalties, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's actions or omissions after the Effective Date that cause or exacerbate contamination at the Property, provided such actions are not a consequence of relying on inaccurate disclosures made by Discloser.

7. CONFIDENTIALITY

All non-public information and documents disclosed pursuant to this Agreement, including investigative reports and sampling data, shall be treated as confidential by Recipient, subject to disclosure required by law or to governmental authorities. Recipient shall take reasonable measures to safeguard confidential information and shall not disclose such information to third parties except to those employees, consultants, lenders or prospective purchasers who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

8. INSURANCE

During any period of investigation or remediation for which Recipient has responsibility, Recipient shall maintain insurance sufficient to cover claims for bodily injury, property damage and environmental cleanup liability arising from Recipient's activities at the Property, in amounts and with carriers customary for the nature of Recipient's operations.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested. Notice is effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all Schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

14. SURVIVAL

All representations, warranties, indemnities and covenants contained in this Agreement shall survive the execution and delivery of any subsequent transaction documents and shall continue in full force and effect for the period provided by applicable law or as otherwise specified in this Agreement.

SIGNATURES

The individuals executing this Agreement on behalf of each party represent and warrant that they are authorized to execute this Agreement on behalf of the party for whom they sign and to bind that party to the terms hereof.

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