Common use of Environmental Assessments and Remediation Clause in Contracts

Environmental Assessments and Remediation. 6.3.1 Buyer has retained Environmental Risk Management Services (the "Consultant") to perform Phase I environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer will deliver the final report of such assessments to Seller. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II environmental site assessments), Buyer may conduct such additional investigation at its election and will provide a final report of such investigation, upon its availability to Seller. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, or other actions which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller shall engage a reliable environmental engineering firm reasonably acceptable to Buyer and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required remediation. For the purposes of Section 6.3, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or (iii) eliminate a potential environmental liability, as applicable to the Facilities or the operation thereof by Seller as of the Closing Date. For the purposes of Section 6.3 and with respect to any underground storage tanks at the Facility, "required remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 Seller shall use its best efforts to cause any required remediation to be completed on or before the Closing Date, and Seller shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller to defer any portion of the required remediation which Seller and its contractors are unable to complete prior to Closing, in which case Seller shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 days following Closing, at Seller's sole expense. Buyer may monitor the performance of the required remediation, and at its election may cause an environmental consultant to review the performance of the required remediation. If Buyer directs an environmental consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultant. If, however, there is a dispute as to the performance of the required remediation, any such dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties. 6.3.4 A portion of the Holdback Amount in the amount of $50,000 has been allocated to guarantee the completion by Seller of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with the standards set forth in this Section 6.3. However, if such required remediation has not been completed by Seller and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to retain such portion of the $50,000 as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amounts.

Environmental Assessments and Remediation. 6.3.1 6.8.1 Buyer has retained Environmental Risk Management Services Dames & Xxxxx (the "Consultant") to perform Phase I environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer will deliver the final report of such assessments to SellerSellers. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II environmental site assessments), Buyer may conduct such additional investigation at its election shall, if requested by Buyer, be undertaken promptly and will provide a final report delivered to each of such investigation, upon its availability to SellerSellers and Buyer. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 6.8.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 6.8.2 In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, work or other actions which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller the Consultant shall engage be directed to prepare and to deliver to each of Sellers and Buyer a reliable environmental engineering firm reasonably acceptable to Buyer written proposal setting forth in reasonable detail the scope of required remediation and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required an estimate of the cost of completing such remediation. For the purposes of Section 6.36.8, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or (iii) eliminate a potential environmental liabilityliability (collectively the "Remediation Standard"), as applicable to the Facilities or the operation thereof by Seller Sellers as of the Closing Date. For the purposes of Section 6.3 6.8 and with respect to any underground storage tanks at the Facility, "required necessary remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 Seller 6.8.3 Promptly upon completion of the Consultant's proposal referred to in Section 6.8.2, Sellers shall engage a reliable environmental engineering firm reasonably acceptable to Buyer and authorized by any applicable federal, state, or local law, policy, or regulation to perform any required remediation. Sellers shall use its their best efforts to cause any such required remediation to be completed on or before the Closing Date, and Seller Sellers shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller Sellers to defer any portion of the required remediation which Seller Sellers and its their contractors are unable to complete prior to Closing, in which case Seller Sellers shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 days following Closing, at Seller's Sellers' sole expense. Buyer may monitor the performance of the required remediationremediation and application of the Remediation Standard, and at its election may cause an environmental consultant the Consultant to review the performance of the required remediation. If Buyer directs an environmental consultant the Consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultantConsultant. If, however, there is a dispute as to the performance of the required remediationremediation or the application of the Remediation Standard, any such dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties. 6.3.4 A 6.8.4 Notwithstanding the foregoing, if Sellers believe the "necessary remediation" is uneconomic, Sellers may elect instead (i) to obtain a lease on, and relocate the applicable portion of Sellers' business to, a comparable site reasonably acceptable to Buyer on substantially comparable economic terms to the Holdback Amount site being eliminated, all at Sellers' sole expense or (ii) if the remediation costs exceed $200,000 in the amount of $50,000 has been allocated aggregate, Buyer may agree to guarantee the completion by Seller of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with the standards set forth waive clause (i) above in this Section 6.3. However6.8.4 or, if Buyer does not waive clause (i) under such required remediation has not been completed by Seller and so certified on or prior to the date which is 60 days following the Closing Datecircumstances, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to retain such portion of the $50,000 as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amountsSellers may terminate this Agreement.

Environmental Assessments and Remediation. 6.3.1 6.7.1. Buyer has retained Environmental Risk Management Services will retain an environmental consultant (the "Consultant") to perform Phase I 1 (and, at Buyer's option, Phase 2) environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer Consultant will deliver the final report of such assessments to SellerBuyer and the Company. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II 2 environmental site assessments), Buyer may conduct such additional investigation at its election shall, if requested by Buyer, be undertaken promptly and will provide a final report delivered to each of such investigation, upon its availability to Sellerthe Company and Buyer. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 6.7.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 6.7.2. In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, or other actions work which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller the Consultant shall engage be directed to prepare and to deliver to each of the Company and Buyer a reliable environmental engineering firm reasonably acceptable to Buyer written report setting forth in reasonable detail the scope of required remediation and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required an estimate of the cost of completing such remediation. For the purposes of Section 6.36.7, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or (iii) eliminate a potential environmental liabilityliability which has the reasonable probability of ripening into, with the passage of time, the violation of any Environmental Law (the "Remediation Standard"), as applicable to the Facilities or the operation thereof by Seller the Company as of the Closing Date. 6.7.3. For Within 60 days of completion of the purposes of Consultant's report referred to in Section 6.3 and with respect 6.7.2, the Company shall engage a reliable environmental engineering firm reasonably acceptable to Buyer to perform any required remediation, as well as to remove any underground storage tanks at on property leased from Related Entities and perform all required remediation in connection therewith. The Company and the Facility, "required remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 Seller Representative shall use its their respective best efforts to cause any such required remediation to be completed on or before the Closing Date, and Seller the Company shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller Sellers to defer any portion of the required remediation which Seller the Company and its contractors are unable to complete prior to Closing, in which case Seller Sellers, other than the Excluded Stockholders, shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 180 days following Closing, at Seller's the Sellers', other than the Excluded Stockholders, sole expense. Buyer expense (which may monitor the performance of the required remediation, and at its election may cause an environmental consultant to review the performance of the required remediation. If Buyer directs an environmental consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultant. If, however, there is a dispute as to the performance of the required remediation, any such dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties. 6.3.4 A portion of the Holdback Amount in the amount of $50,000 has been allocated to guarantee the completion by Seller of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with the standards set forth in this Section 6.3. However, if such required remediation has not been completed by Seller and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to retain such portion of the $50,000 as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amounts.satisfied from the

Environmental Assessments and Remediation. 6.3.1 Buyer has retained Environmental Risk Management Services (the "Consultant") to perform Phase I 1 environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer Consultant will deliver the final report of such assessments to SellerBuyer and the Company. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II 2 environmental site assessments), Buyer may conduct such additional investigation at its election shall, if requested by Buyer, be undertaken promptly and will provide a final report delivered to each of such investigation, upon its availability to Sellerthe Company and Buyer. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, or other actions which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller the Consultant shall engage be directed to prepare and to deliver to each of the Company and Buyer a reliable environmental engineering firm reasonably acceptable to Buyer written report setting forth in reasonable detail the scope of required remediation and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required an estimate of the cost of completing such remediation. For the purposes of Section 6.3, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing Closing, or (iii) eliminate a potential environmental liabilityinstall any required wash-racks, as applicable to the Facilities or the operation thereof by Seller the Company as of the Closing DateDate (the "Required Remediation"). For the purposes The owner of Section 6.3 each Facility shall be responsible for all reasonable costs and with respect to any underground storage tanks at the Facility, "required remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action expenses related to any liability associated with any underground storage tank at required remediation or the Facilitiesinstallation of wash-racks. 6.3.3 Seller Promptly upon completion of the Consultant's report referred to in Section 6.3.2 but in any event, within 60 days thereof, the Sellers shall engage a reliable environmental engineering firm reasonably acceptable to Buyer to perform any Required Remediation. The Sellers shall use its their best efforts to cause any required remediation such Required Remediation to be completed on or before the Closing Date, and Seller the Sellers shall bear all costs of such required remediationRequired Remediation, including the costs associated with verifying that the required remediation Required Remediation is complete; provided that the completion of all such required remediation Required Remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller Sellers to defer any portion of the required remediation Required Remediation which Seller the Company and its contractors are unable to complete prior to Closing, in which case Seller Sellers shall cause the portion of the required remediation Required Remediation so deferred to be completed as promptly as practicable, but in no event later than 60 days following Closing, at Seller's the Sellers' sole expenseexpense (which may be satisfied from the Holdback Amount pursuant to the Escrow Agreement). Buyer may monitor the performance of the required remediationRequired Remediation, and at its election may cause an environmental consultant the Consultant to review the performance of the required remediationRequired Remediation. If Buyer directs an environmental consultant the Consultant to undertake such review, the required remediation Required Remediation shall be deemed completed only upon certification of its completion by the environmental consultantConsultant. If, however, there is a dispute as to the performance of the required remediationRequired Remediation, any such dispute shall be settled by a mutually agreed-agreed- upon environmental expert not otherwise involved in the required remediationRequired Remediation, whose determination shall be final and binding on the parties. 6.3.4 A portion of the The Holdback Amount in the amount of $50,000 has been allocated to guarantee shall secure the completion by Seller Sellers of any required remediation Required Remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's Upon the completion of the required remediationRequired Remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, and payment by Sellers of all expenses of such remediation, all in accordance with the standards set forth in this Section 6.3, no further claims may be made against the Holdback Amount on account of Sellers' obligations under this Section 6.3. However, if such required remediation Required Remediation has not been completed by Seller Sellers and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediationRequired Remediation, and to retain distribute from escrow such portion of the $50,000 Holdback Amount as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amountsRequired Remediation.

Environmental Assessments and Remediation. 6.3.1 Buyer 5.1.1 The Authority shall be responsible for obtaining all necessary HUD approvals of Requests for Release of Funds for all activities arising under this Agreement (including, as applicable, acquisition of Additional Sites, performance of Additional Services and the Closing of each Phase) pursuant to 24 CFR Part 50 or Part 58, as applicable. 5.1.2 The Authority has retained delivered to the Developer any and all existing documentation regarding the Existing Sites (including environmental assessments, notices, and other material correspondence with any public agency), to the best of the Authority’s knowledge, as specified in Exhibit 5.1.3 Pursuant to the Initial Agreement, Developer has caused Phase I environmental assessments to be completed for the Existing Sites, and has contracted for an initial round of Phase II environmental assessments. If deemed warranted by the Developer or the Authority with respect to an existing or suspected Environmental Risk Management Services (Condition identified in environmental site assessments or addenda thereto, the "Consultant") Authority will cause to perform be performed further Phase II environmental assessments, or any further testing or other evaluation reasonably necessary to determine the existence, scope and extent of an Environmental Condition. If a Phase I environmental site assessments assessment or Phase II environmental site assessment and any addenda or further testing or evaluation (collectively, a “Site ESA”), identifies the presence of an Environmental Condition, the Developer and Authority shall meet to determine the scope of remediation, if any, to be performed at the affected site consistent with respect Protective Concentration Levels (PCLs) or remedy standards applicable to each the intended use of the Facilities property. If the Developer and Authority are able to reach agreement on the scope of remediation, such remediation shall be added to the scope of Site Preparation Work for the site or affected portion thereof. The Authority shall submit or cause to be submitted to the Developer for its review all proposed plans and specifications for remedial actions, and at Developer’s request shall cause Authority’s contractor or appropriate consultants to meet with Developer or its consultants for the purpose of reviewing and approving such submission so that any and all environmental issues which are Leased Facilities may be problematic to Developer and third-party funding sources may be identified at the earliest possible date and fully resolved by Authority during the predevelopment phase and prior to the Phase’s need for financing from such third-party funding sources, the costs of all of such reports and remedial actions to be borne by Authority. The Authority agrees that any reports, assessments or other information provided to the Developer regarding the environmental condition of the Existing Sites may be provided to any third party consultants as needed to conduct any additional diligence and/or testing as may be required. The Authority and the Owned Facilities located Developer acknowledge that all third-party funding sources, as a condition to their funding of any portion of the Revitalization, will likely require all data available in regard to the foregoing environmental matters, and will likely require evidence that any 5.1.4 If the Developer and Authority are unable to reach agreement on the scope of remediation to address an Environmental Condition identified by a Site ESA, or if the Authority determines at 00000 Xxxxx 00xx Xxxxxxany time subsequent to the completion of any Site ESA, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant but prior to conduct site visits, investigate site conditions and review Seller-provided environmental reports Closing with respect to the Facilities which are Owned Facilities. Upon its availabilityPhase encompassing the affected site or portion thereof, Buyer will deliver that the final report nature of, time frames for, or costs of remediation required pursuant to Section 5.1.3 of an Environmental Condition affecting a Development Site or any portion thereof identified in a Site ESA or discovered during the course of Site Preparation Work would render the construction of the New Improvements on such site practically or financially unacceptable, the Developer and Authority shall meet to consider the continued feasibility of the development of the affected Phase or affected portions thereof and possible alternate or additional methods and source of payment for remediation of such assessments Environmental Condition. The Master Schedule may be extended by the time needed to Sellerremediate such Environmental Condition, if feasible in the light of controlling deadlines imposed by financing or supervisory agencies. In If the event any such assessment recommends Authority, after conferring with the performance of additional investigation (includingDeveloper, without limitation, Phase II environmental site assessments), Buyer may conduct such additional investigation at its election and will provide a final report determines that remediation of such investigationEnvironmental Condition in accordance with a scope of remediation acceptable to the Developer and third-party funding sources cannot feasibly be effected, upon its availability to Seller. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 are collectively referred to herein as the "Environmental Assessments." Buyer affected site or portion thereof shall be solely responsible for removed from the cost of affected Phase and if reasonably available a suitable alternative site identified and acceptable to the Environmental Assessments. 6.3.2 In the event any of the Environmental Assessments reveals any remediation workDeveloper in Clean and Buildable Condition shall be substituted therefor, recognized environmental conditions, or other actions which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller shall engage permit development and construction of a reliable environmental engineering firm reasonably acceptable to Buyer and authorized by any applicable federal, state, or local law, policy, or regulationPhase having, to perform any required remediationthe extent reasonably possible, the full number of units and unit mix planned. For If substitution of a suitable alternative site is not feasible in light of controlling deadlines imposed by financing or supervisory agencies, the purposes of Section 6.3, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or (iii) eliminate a potential environmental liability, as applicable to the Facilities or the operation thereof by Seller as parties will use good faith efforts in include development of the affected number of units in a later Phase of the Development, if applicable and feasible. 5.1.5 If, after Closing Date. For the purposes of Section 6.3 and with respect to a Phase and during the course of any underground storage tanks at the Facilitycontinuing Site Preparation Work or construction work, "required remediation" also shall include obtaining a closure letter from the governing state agency confirming either party determines that the state agency has approved closure nature of, time frames for, or cost of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 Seller shall use its best efforts to cause any required remediation to be completed on or before the Closing Date, and Seller shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller to defer any portion of the required remediation which Seller and its contractors are unable to complete prior to Closing, in which case Seller shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 days following Closing, at Seller's sole expense. Buyer may monitor the performance of the required remediation, and at its election may cause an environmental consultant to review the performance of the required remediation. If Buyer directs an environmental consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultant. If, however, there is a dispute as to the performance of the required remediation, any such dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties. 6.3.4 A portion of the Holdback Amount in the amount of $50,000 has been allocated to guarantee the completion by Seller of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with a scope of remediation acceptable to the standards set forth in this Section 6.3Developer and third-party funding sources of an Environmental Condition affecting a Development Site or portion thereof which is first discovered after Closing during the course of such Site Preparation Work or construction work (or determines that the scope and cost of remediating an Environmental Condition known prior to Closing will be materially increased) that would render the construction of the New Improvements on such Development Site or portion thereof practically or financially not feasible (a “Post-Closing Environmental Condition”), the Developer and Authority shall meet to consider the feasibility of the development of the Development Site (or affected portions thereof) and possible alternate or additional methods and source of payment for remediation of such Post-Closing Environmental Condition. HoweverThe Master Schedule may be extended by the time needed to remediate such Post-Closing Environmental Condition, if feasible in the light of controlling deadlines imposed by financing or supervisory agencies. If the Authority, after conferring with the Developer, determines that remediation of such required Post-Closing Environmental Condition in accordance with a scope of remediation has not been completed by Seller and so certified on or prior acceptable to the date which is 60 days following Developer and third-party funding sources cannot feasibly be effected, the Closing Date, Buyer affected Development Site or portion thereof shall be entitled removed from the Phase and, if reasonably available, a suitable alternative site acceptable to engage its own environmental engineering firm the Developer in Clean and Buildable Condition shall be substituted therefor in order to complete such required remediationpermit development and construction of a Phase having the full number of units and unit mix planned. If substitution of a suitable alternative site is not feasible in light of controlling deadlines imposed by financing or supervisory agencies, and to retain such portion including applicable deadlines of the $50,000 as is necessary to pay Investor and Authority Funding Bodies, the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amounts.Developer

Environmental Assessments and Remediation. 6.3.1 6.7.1 Buyer has retained Environmental Risk Management Services Dames & Xxxxx (the "Consultant") to perform Phase I Xxxxx 0 environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer Consultant will deliver the final report of such assessments to SellerBuyer and the Company. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II Level 2 environmental site assessments), Buyer may conduct such additional investigation at its election shall, if requested by Buyer, be undertaken promptly and will provide a final report delivered to each of such investigation, upon its availability to Sellerthe Company and Buyer. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 6.7.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 6.7.2 In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, or other actions work which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller the Consultant shall engage be directed to prepare and to deliver to each of the Company and Buyer a reliable environmental engineering firm reasonably acceptable to Buyer written report setting forth in reasonable detail the scope of required remediation and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required an estimate of the cost of completing such remediation. For the purposes of Section 6.36.7, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or (iii) eliminate a potential environmental liabilityliability (the "Remediation Standard"), as applicable to the Facilities or the operation thereof by Seller the Company as of the Closing Date. For Notwithstanding anything contained in this Agreement to the purposes contrary, if the remediation requirement for any Facility is deemed to be uneconomical by Sellers, such Facility may be excluded at the election of Sellers (which election shall be made no less than 48 hours prior to Closing) from the transaction with a reduction in Purchase Price based on book value as shown on Schedule 4.7, and Buyer may instead elect to lease said Facility at current rent. 6.7.3 Within 60 days of completion of the Consultant's report referred to in Section 6.3 6.7.2 and with respect Sellers' election to sell the Facilities to Buyer, the Company shall engage a reliable environmental engineering firm reasonably acceptable to Buyer to perform any required remediation, as well as to remove any underground storage tanks at the Facility, "and perform all required remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 Seller remediation in connection therewith. The Company shall use its best efforts to cause any such required remediation to be completed on or before the Closing Date, and Seller the Company shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller Sellers to defer any portion of the required remediation which Seller the Company and its contractors are unable to complete prior to Closing, in which case Seller Sellers shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 180 days following Closing, at Seller's the Sellers' sole expenseexpense (which may be satisfied from the Holdback Amount pursuant to the Escrow Agreement). Buyer may monitor the performance of the required remediationremediation and application of the Remediation Standard, and at its election may cause an environmental consultant the Consultant to review the performance of the required remediation. If Buyer directs an environmental consultant the Consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultantConsultant. If, however, there is a dispute as to the performance of the required remediationremediation or the application of the Remediation Standard, any such dispute shall be settled by a mutually agreed-agreed upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties. 6.3.4 A portion of the Holdback Amount in the amount of $50,000 has been allocated to guarantee the completion by Seller of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with the standards set forth in this Section 6.3. However, if such required remediation has not been completed by Seller and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to retain such portion of the $50,000 as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amounts.

Environmental Assessments and Remediation. 6.3.1 6.6.1. Buyer has retained Environmental Risk Management Services Xxxxx & Xxxxxxxx (the "Consultant") to perform Phase I 1 environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer Consultant will deliver the final report of such assessments to SellerBuyer and the Company. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II 2 environmental site assessments), Buyer may conduct such additional investigation at its election shall, if requested by Buyer, be undertaken promptly and will provide a final report delivered to each of such investigation, upon its availability to Sellerthe Company and Buyer. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 6.6.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 6.6.2. In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, or other actions work which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, Seller the Consultant shall engage be directed to prepare and to deliver to each of the Sellers, Company and Buyer a reliable environmental engineering firm reasonably acceptable to Buyer written report setting forth in reasonable detail the scope of required remediation and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required an estimate of the cost of completing such remediation. For the purposes of Section 6.36.6, "required remediation" shall mean any action necessary to (i) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or Closing, (iii) eliminate a potential environmental liabilityliability (the "Remediation Standard") or (iv) any required installation of wash-racks, as applicable to the Facilities or the operation thereof by Seller the Company as of the Closing Date. For the purposes of Section 6.3 and with respect to any underground storage tanks at the Facility, "required remediation" also The Consultant's final written report shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 Seller shall use its best efforts to cause any required remediation to be completed on or before the Closing Date, and Seller shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller to defer any portion of the required remediation which Seller and its contractors are unable to complete prior to Closing, in which case Seller shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 days following Closing, at Seller's sole expense. Buyer may monitor the performance of the required remediation, and at its election may cause an environmental consultant to review the performance of the required remediation. If Buyer directs an environmental consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultant. If, however, there is a dispute as to the performance of the required remediation, any such dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be become final and binding on the parties. 6.3.4 A portion parties unless within ten (10) days following delivery of the Holdback Amount report to Sellers, Sellers notify Buyer in writing that Sellers object thereto. If Sellers so object, the amount Buyer and Sellers shall use their best efforts to resolve any differences with respect to the remediation required by the Consultant's report. If within ten (10) days after such notice by the Sellers such differences have not been resolved, then Sellers and Buyer shall submit the dispute to arbitration as provided in Section 11.12. The owner of each Facility shall be responsible for all costs and expenses related to required remediation or the installation of wash-racks up to a total cost of $50,000 has been allocated to guarantee 35,000 per site. If the completion by Seller cost of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediation, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with the standards set forth in this Section 6.3. However, if such required remediation has not been completed by Seller and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to retain such portion of the $50,000 as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced installation of wash-racks at any single site exceeds $35,000 the parties agree to incur negotiate such excess costs that exceed the holdback amount, Seller remains liable for any excess amountsin good faith.

Environmental Assessments and Remediation. 6.3.1 6.7.1 Buyer has retained Environmental Risk Management Services Dames & Xxxxx (the "Consultant") to perform Phase I environmental site assessments with respect to each of the Facilities which are Leased Facilities and the Owned Facilities located at 00000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000. Buyer has also retained Consultant to conduct site visits, investigate site conditions and review Seller-provided environmental reports with respect to the Facilities which are Owned Facilities. Upon its availability, Buyer will deliver the final report of such assessments to Seller. In the event any such assessment recommends the performance of additional investigation (including, without limitation, Phase II environmental site assessments), Buyer may conduct such additional investigation at its election shall, if requested by Buyer, be undertaken promptly and delivered to each of Seller and Buyer; provided that no groundwater testing will provide a final report of such investigation, upon its availability to be done in Iowa without Seller's consent. The environmental assessments and investigations undertaken pursuant to this Section 6.3.1 6.7.1 are collectively referred to herein as the "Environmental Assessments." Buyer shall be solely responsible for the cost of the Environmental Assessments. 6.3.2 6.7.2 In the event any of the Environmental Assessments reveals any remediation work, recognized environmental conditions, work or other actions which must be completed in order to bring the Facilities into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, the Consultant shall be directed to prepare and to deliver to each of Seller shall engage and Buyer a reliable environmental engineering firm reasonably acceptable to Buyer written proposal setting forth in reasonable detail the scope of required remediation and authorized by any applicable federal, state, or local law, policy, or regulation, to perform any required an estimate of the cost of completing such remediation. For the purposes of Section 6.36.7, "required remediation" shall mean any action necessary to (iI) comply with any governmental order, (ii) comply with any Environmental Law effective at the Closing or (iii) eliminate a potential environmental liabilityliability (collectively the "Remediation Standard"), as applicable to the Facilities or the operation thereof by Seller as of the Closing Date. For the purposes of Section 6.3 6.7 and with respect to any underground storage tanks at the Facility, "required necessary remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the underground storage tanks and will not take any further action related to any liability associated with any underground storage tank at the Facilities. 6.3.3 6.7.3 Promptly upon completion of the Consultant's proposal referred to in Section 6.7.2, Seller shall engage a reliable environmental engineering firm reasonably acceptable to Buyer and authorized by any applicable federal, state, or local law, policy, or regulation to perform any required remediation. Seller shall use its best efforts to cause any such required remediation to be completed on or before the Closing Date, and Seller shall bear all costs of such required remediation, including the costs associated with verifying that the required remediation is complete; provided that the completion of all such required remediation shall be a condition to Buyer's obligations to consummate the transactions contemplated by this Agreement. Buyer may, in its sole discretion, authorize Seller to defer any portion of the required remediation which Seller and its contractors are unable to complete prior to Closing, in which case Seller shall cause the portion of the required remediation so deferred to be completed as promptly as practicable, but in no event later than 60 days following Closing, at Seller's sole expense. Buyer may monitor the performance of the required remediationremediation and application of the Remediation Standard, and at its election may cause an environmental consultant the Consultant to review the performance of the required remediation. If Buyer directs an environmental consultant the Consultant to undertake such review, the required remediation shall be deemed completed only upon certification of its completion by the environmental consultantConsultant. If, however, there is a dispute as to the performance of the required remediationremediation or the application of the Remediation Standard, any such dispute shall be settled by a mutually agreed-upon environmental expert not otherwise involved in the required remediation, whose determination shall be final and binding on the parties. 6.3.4 A 6.7.4 Notwithstanding the foregoing, if Seller prefers not to do recommended groundwater testing in Iowa or if Seller believes the "necessary remediation" is uneconomic, Seller may elect instead to obtain a lease on, and relocate the applicable portion of the Holdback Amount in the amount of $50,000 has been allocated to guarantee the completion by Seller of any required remediation which has not been resolved by the Closing Date pursuant to this Section 6.3. The entire $50,000 shall be paid promptly to Seller upon Seller's completion of the required remediationbusiness to, and certification of such completion by the Consultant or mutually agreed-upon third party expert, in accordance with the standards set forth in this Section 6.3. However, if such required remediation has not been completed by Seller and so certified a comparable site reasonably acceptable to Buyer on or prior substantially comparable economic terms to the date which is 60 days following the Closing Datesite being eliminated, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to retain such portion of the $50,000 as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation. To the extent the required remediation has not been completed in 60 days following the Closing Date and the Buyer is forced to incur costs that exceed the holdback amount, Seller remains liable for any excess amountsall at Seller's expense.