OF
CIVIL PROCEDURE §22) FOR BREACH OF CONTRACT AGAINST BORROWER FOR BREACH OF ANY
PROVISION CONTAINED IN ARTICLE XVI HEREOF (THE "ENVIRONMENTAL PROVISION"), FOR
THE RECOVERY OF THE ENVIRONMENTAL DAMAGES LISTED IN SECTION (II) HEREOF, AND FOR
THE ENFORCEMENT OF THE
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ENVIRONMENTAL PROVISION, WHETHER THE ENVIRONMENTAL PROVISION IS OR WAS CONTAINED
IN OR SECURED BY THIS SECURITY INSTRUMENT AND WHETHER OR NOT THIS SECURITY
INSTRUMENT HAS BEEN DISCHARGED, RECONVEYED OR FORECLOSED UPON.
NOTWITHSTANDING
THE FOREGOING, NO INJUNCTION FOR THE ENFORCEMENT OF AN ENVIRONMENTAL PROVISION
MAY BE ISSUED AFTER (X) SATISFACTION OF THE DEBT OR (Y) TRANSFER OF BORROWER'S
RIGHT, TITLE AND INTEREST IN AND TO THE "REAL PROPERTY SECURITY" (AS SUCH TERM
IS DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE §736(F)(4)) IN A BONA FIDE
TRANSACTION TO AN UNAFFILIATED THIRD PARTY FOR FAIR VALUE.
(II)
DAMAGES.
THE DAMAGES THAT LENDER MAY RECOVER PURSUANT TO SECTION
(I) ABOVE SHALL BE LIMITED TO REIMBURSEMENT OR INDEMNIFICATION OF THE FOLLOWING
(COLLECTIVELY, THE "ENVIRONMENTAL DAMAGES"): (W) IF NOT PURSUANT TO AN ORDER OF
ANY GOVERNMENTAL AUTHORITY RELATING TO THE CLEANUP, REMEDIATION, OR OTHER
RESPONSE ACTION REQUIRED BY ANY APPLICABLE RULE PROMULGATED BY A GOVERNMENTAL
AUTHORITY, THOSE COSTS RELATING TO A REASONABLE AND GOOD FAITH CLEANUP,
REMEDIATION, OR OTHER RESPONSE ACTION CONCERNING A RELEASE (SUCH TERM SHALL HAVE
THE MEANING ASCRIBED TO IT UNDER CALIFORNIA CIVIL CODE §2929.5 AND UNDER
CALIFORNIA CIVIL CODE OF PROCEDURE §726.5 AND §736) OR THREATENED RELEASE OF
HAZARDOUS MATERIALS WHICH IS ANTICIPATED BY THE ENVIRONMENTAL PROVISION; (X) IF
PURSUANT TO AN ORDER OF ANY GOVERNMENTAL AUTHORITY WHICH IS ANTICIPATED BY THE
ENVIRONMENTAL PROVISION, ALL AMOUNTS REASONABLY ADVANCED IN GOOD FAITH BY LENDER
IN CONNECTION THEREWITH, PROVIDED THAT LENDER NEGOTIATED, OR ATTEMPTED TO
NEGOTIATE, IN GOOD FAITH TO MINIMIZE THE AMOUNTS IT WAS REQUIRED TO ADVANCE
UNDER THE ORDER; (Y) INDEMNIFICATION AGAINST ALL LIABILITIES OF LENDER TO ANY
THIRD PARTY RELATING TO THE BREACH AND NOT ARISING FROM ACTS, OMISSIONS OR OTHER
CONDUCT WHICH OCCUR AFTER BORROWER IS NO LONGER AN OWNER OR OPERATOR OF THE
"REAL PROPERTY SECURITY" AND PROVIDED LENDER IS NOT RESPONSIBLE FOR THE
ENVIRONMENTALLY IMPAIRED CONDITION OF THE REAL PROPERTY SECURITY, IN ACCORDANCE
WITH THE STANDARDS SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE §726.5(D)
(FOR THE PURPOSES OF THIS SECTION (II), THE TERM "OWNER OR OPERATOR" MEANS THOSE
PERSONS DESCRIBED IN §101(20)(A) OF CERCLA); AND (Z) ATTORNEYS' FEES AND COSTS
INCURRED BY LENDER RELATING TO THE BREACH.
NOTWITHSTANDING THE FOREGOING, THE
ENVIRONMENTAL DAMAGES RECOVERABLE BY LENDER SHALL NOT INCLUDE (W) ANY PART OF
THE PRINCIPAL AMOUNT OR ACCRUED INTEREST OF THE DEBT, EXCEPT FOR ANY AMOUNTS
ADVANCED BY LENDER TO CURE OR MITIGATE THE BREACH OF ANY ENVIRONMENTAL PROVISION
THAT IS ADDED TO THE PRINCIPAL AMOUNT, AND CONTRACTUAL INTEREST THEREON, OR (X)
AMOUNTS WHICH RELATE TO A RELEASE WHICH WAS KNOWINGLY PERMITTED, CAUSED OR
CONTRIBUTED TO BY LENDER OR ANY AFFILIATE OR AGENT OF LENDER.
(H)
WAIVER OF LIEN.
PURSUANT TO THE TERMS OF CALIFORNIA CODE OF CIVIL
PROCEDURE §726.5, LENDER MAY (I) WAIVE