Common use of Environmental Audits Clause in Contracts

Environmental Audits. Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, (b) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the Mortgaged Properties, if any, have been obtained, and (c) such other environmental reports, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental consultant(s) referred to above.

Environmental Audits. Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include a Phase I environmental audit audit, or an update thereto, and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit or update thereto addressed to the Agent and the LendersAgent, which reliance letter shall be satisfactory in form and substance to the Agent, (b) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the Mortgaged Properties, if any, have been obtained, and (c) such other environmental reports, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental consultant(s) referred to above.

Environmental Audits. Borrower shall (a) Sellers have delivered provided Buyer with an environmental audit of each Real Property which was conducted on or about March 2000 (collectively, the "ERM --- Reports") by Environmental Resources Management ("ERM") of Exton, Pennsylvania. ------- --- The scope of the ERM audit was a Phase I Environmental Site Assessment conducted to the Agent evidence satisfactory ASTM Standard E 1527-97 and a general environmental compliance audit to the Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or address specified environmental media concerns. Sellers have also provided Buyer with certain environmental due diligence information relating to the existence Real Property. (b) Buyer shall select a qualified environmental consulting firm with the approval of Sellers ("Consultant"), which shall not be unreasonably ---------- withheld. Consultant, at Buyer's expense, will review the ERM Reports, visually inspect the Real Property, and review other relevant documentation as necessary (to which consultant will be given access to the extent the documentation has not already been provided to Buyer) promptly following execution of this Agreement (the "Review"). ------ (c) Consultant shall prepare a detailed written report (the "Report"), which will identify specific areas for soil, groundwater, or surface ------ water testing, based upon the Review. The Report shall include a detailed workplan and timetable for the testing of identified areas, if any. (d) Consultant may identify any area described in the ERM Reports for which there is a reasonable factual or legal basis to determine that the area is a potential area of environmental concern where Hazardous Materials atSubstances (as defined in Section 3.19) may be present in the soil, groundwater, or surface water in, on, fromunder, around or under potentially migrating to the Real Property, or in any improvement located thereon, including without limitation the five areas identified below: (i) the area of the Mortgaged Properties; November 20, 1997 trichloroethylene release at Bourbonnais; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and the empty drum storage area at Bourbonnais; (iii) no the solvent base production area at Bourbonnais; (iv) any potential source area for the June 1998 mercury exceedance in the wastewater discharge at Bourbonnais; and (v) the area at or near the Bourbonnais property boundary shared with Illinois Xxxx Telephone Co. that may be impacted by contaminated groundwater from the leaking groundwater storage tanks on Illinois Xxxx Telephone Co.'s property. (e) Consultant may identify one or more areas not identified from the ERM Reports as provided in Paragraph (d) above if, in the reasonable professional judgment of the Consultant based upon objective physical or legal evidence, the Consultant determines that the area is a potential area of environmental concern where Hazardous Materials exist atSubstances may be present in the soil, groundwater, or surface water in, on, fromunder, around or under any such Mortgaged potentially migrating to the Real Property, except or in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit any improvement located thereon. (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (af) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the Lenders, which reliance letter Sellers shall be satisfactory provided with a copy of the Report. Sellers shall promptly advise Buyer as to its acceptance or rejection of the workplan or any portion thereof included in form the Report. In the event Sellers and substance Buyer agree upon the scope of the workplan, the Consultant shall conduct the testing required thereby and shall submit its findings in writing to Sellers and Buyer (the Agent"Results"). In the event Sellers reject any portion of the workplan, Buyer ------- shall have the right (bbut not the obligation) certification that all required approvals from all Governmental Authorities having jurisdiction to notify Sellers of its decision to terminate the Agreement due to an unfulfilled condition in accordance with Section 10.3(a) of the Agreement. (g) In the event the Results indicate current exceedances of applicable environmental standards for any specific areas tested, the parties will exercise reasonable efforts to reach an agreement regarding the conduct of remediation activities by Sellers to achieve the Lowest Cost Response as defined in and pursuant to Section 8.5 of this Agreement with respect to the specified concern. In the event Sellers agree to perform remediation activities to achieve the Lowest Cost Response at each and every area exceeding applicable environmental condition standards, then Buyer shall not have the right to terminate this Agreement; provided however, Sellers' obligation to perform remediation activities in any area shall only be to the extent that the Lowest Cost Response exceeds $37,500 for that area. If no such agreement is reached within fifteen (15) days of the Mortgaged Propertiesreceipt of the Results, if anyeither party shall have the right to terminate the this Agreement due to an unfulfilled condition pursuant to Article 10 of this Agreement. (h) The Consultant shall perform their services in accordance with the highest degree of professional quality and care within the industry. Buyer shall indemnify, have been obtaineddefend and hold Sellers harmless from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable consulting and attorneys fees) resulting from Buyer or its Consultants' activities pursuant to this Section 5.14 and such obligation shall survive the termination of this Agreement. (i) From and after the Closing Date, Buyer shall provide reasonable access to the Real Property in order to allow Sellers to perform their responsibilities under applicable law and/or pursuant to this Section 5.14 and shall reasonably cooperate with Sellers and their representatives, consultants and contractors. (j) Except as otherwise specified in Paragraph (g), above, the procedures herein specified shall be in addition to, and (c) such other environmental reports, inspections and investigations as the Agent shall not in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicablelieu of, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions indemnification rights otherwise specified by Article 8 of all environmental consultant(s) referred to abovethis Agreement.

Environmental Audits. The Borrower shall have delivered to the Administrative Agent evidence satisfactory to the Administrative Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials of Environmental Concern at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials of Environmental Concern exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials of Environmental Concern have been removed from each Mortgaged Property to the extent required by Applicable Requirements of Law. Such With respect to the Mortgaged Properties, such evidence shall include (a) a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determinationConsultant, a Phase II environmental audit), reasonably satisfactory in form and substance to the Administrative Agent, conducted and certified by an Approved Environmental Consultant. Such evidence Consultant (the Borrower shall also include certify as of the Closing Date that, as to any environmental audit delivered by the Borrower prior to the Closing Date, to the Borrower's knowledge, the information contained in such audit remains true, correct and complete), (ab) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Administrative Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Administrative Agent, (bc) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the Mortgaged Properties, if any, have been obtained, and (cd) such other environmental reports, inspections and investigations as the Administrative Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Administrative Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, the Borrower shall have delivered to the Administrative Agent evidence satisfactory to the Administrative Agent, in its sole discretion, that the Borrower or, if applicable, the Mortgaged Property Subsidiary has complied (or has made arrangements to comply) with the recommendations and suggestions of all environmental consultant(s) referred to above.

Environmental Audits. Borrower shall have delivered to the Agent Lender evidence satisfactory to the AgentLender, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent Lender in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the AgentLender, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the LendersLender, which reliance letter shall be satisfactory in form and substance to the AgentLender, (b) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the Mortgaged Properties, if any, have been obtained, and (c) such other environmental reports, inspections and investigations as the Agent Lender shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the AgentLender, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent Lender evidence satisfactory to the AgentLender, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental consultant(s) referred to above.

Environmental Audits. Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that (i) there are no material pending or threatened claimsWithin thirty (30) days after the date of this Agreement, suitsBuyer shall have the right to have Phase I environmental audits (the "Phase I Audits") performed on the Real Property by Environmental Strategies Corporation, actions or proceedings arising out and to deliver copies of or relating any such Phase I Audits to Seller (the date of receipt of the Phase I Audits by Seller being the "Audit Receipt Date"). Seller shall permit Buyer and the environmental inspection firm to have access to the existence Real Property for the purpose of conducting such environmental inspections. Buyer and Seller shall each pay one-half (1/2) of the fees and expenses of the environmental inspection firm incurred in connection with preparation of the Phase I Audits; provided that Seller's share shall not exceed Ten Thousand Dollars ($10,000). (ii) In the event that the Phase I Audits indicate that any Hazardous Materials atconditions exist on the Real Property that violate, infail to comply with, onor require remediation under, fromany applicable Environmental Laws, around or under that suggest that additional testing or investigation may be necessary or appropriate (any such condition, an "Environmental Condition"), then Buyer, during the thirty (30) day period after the Audit Receipt Date (the "Subsequent Audit Period"), may, at its own cost and expense, have any additional environmental investigations as it deems necessary performed on the Real Property on which the Environmental Condition was identified. If any Phase I Audit or any subsequent investigations performed by Buyer and delivered to Seller during the Subsequent Audit Period reveal a Environmental Condition, Seller shall take whatever reasonable remedial actions are necessary to cure such Environmental Condition and to cause the Real Property to be in compliance with applicable Environmental Laws. If Seller shall refuse to take any such remedial action on the grounds that such action would be unreasonable, Buyer shall have the right, at its election, to terminate this Agreement, receive immediate return of the Letter of Credit, and to pursue any remedies Buyer has at law or in equity or otherwise. (iii) In the event that any Environmental Condition has not been remedied to Buyer's reasonable satisfaction prior to the Closing Date, and provided that Seller is diligently taking steps to remedy such Environmental Condition, then the Closing Date shall be delayed for a period of up to thirty (30) days to provide Seller with additional time to remedy such Environmental Condition. If such Environmental Condition is not remedied to Buyer's reasonable satisfaction within such thirty (30) day period, or Buyer determines in good faith that it is not reasonably likely that such Environmental Condition will be remedied within such thirty (30) day period, then Buyer may elect, by written notice to Seller, to terminate this Agreement, in which event the Letter of Credit shall be returned to Buyer regardless of whether Buyer is in default under, or breach of, any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, (b) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition terms of the Mortgaged Properties, if any, have been obtained, and (c) such other environmental reports, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental consultant(s) referred to abovethis Agreement.

Environmental Audits. Borrower shall have delivered to (a) Within forty-five (45) days after the Agent evidence satisfactory to exercise of either the AgentCall or the Put, in its sole discretionGRC may, that (i) there are no material pending or threatened claimsat GRC’s expense, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include perform a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by on the Agent in Leased Real Property sites; provided that GRC shall use its sole discretion commercially reasonable efforts to cause such audits to be necessary completed as soon as practicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). If any such Phase I environmental audit includes a recommendation that additional testing or desirable after considering factors reasonably related to such determinationinvestigation is warranted, GRC may, at GRC’s expense, perform a Phase II or other recommended non-Phase I environmental auditaudit of the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of either the Call or the Put, as applicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary), satisfactory . Emmis shall use commercially reasonable efforts to cooperate in form scheduling such audits and substance providing reasonable access to the Agentsites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed subject to the Agent and provisions of the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, Real Property Leases. (b) certification If any written Phase I, Phase II or other environmental audit contracted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws on any Leased Real Property site, including without limitation the presence of Hazardous Substances requiring remediation under applicable Environmental Laws that all required approvals from all Governmental Authorities having jurisdiction is not substantially the same as a matter set forth in the Existing Reports (an “Environmental Condition”), then GRC shall promptly notify Emmis in writing of such Environmental Condition and deliver to Emmis true and correct copies of any draft or final environmental audits. As used herein, the “Existing Reports” means the Phase I environmental assessments with respect to the environmental condition Leased Real Property obtained by GRC prior to the date of the Mortgaged Properties, if any, have been obtained, and this Agreement. (c) If the Environmental Condition was caused by Emmis (or its employees, agents, or invitees), Emmis shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, at Emmis’ sole cost and expense, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such other environmental reportscorrective action achieves material compliance with applicable Environmental Law. (d) If the Environmental Condition was caused by GRC (or its employees, inspections and investigations as agents, or invitees), GRC shall proceed expeditiously using best efforts to conduct corrective action to address the Agent shall Environmental Condition on the Leased Real Property in all material respects at its sole discretion require after considering factors cost and expense, and Closing shall not be delayed on account of such Environmental Condition. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably related be expected to such determinationresult in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, preparedthen, in each instancesubject to Section 11.1(d), by an Approved Environmental Consultant, which approvals, reports, inspections and investigations the Closing shall be satisfactory in form and substance delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the Agentparties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower Emmis and GRC shall have delivered request all available extensions to the Agent evidence satisfactory to the AgentFCC Consent, in its sole discretion, that Borrower or, and if applicablesuch consent expires, the Mortgaged Property Subsidiary has complied with parties shall immediately re-file and thereafter prosecute the recommendations FCC Application. Subject to completion of the corrective action contemplated in this Section 6.10, Emmis’ representations and suggestions of all environmental consultant(s) referred warranties shall be deemed modified to abovetake into account any Environmental Condition.

Environmental Audits. Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant Seller will cause to be conducted preliminary environmental site assessments (Phase Ones) ASTM Standard of each parcel of its Real Property. Such Phase Ones shall be performed by licensed environmental professionals selected by Seller with respect the consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. Copies of the reports of each Phase One conducted will be provided to each such environmental audit addressed Purchaser at least 30 days prior to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, Closing. (b) certification If any Phase One reveals any condition that all required approvals from all Governmental Authorities having jurisdiction with respect the Purchaser reasonably determines would be likely to require remediation under applicable state or federal law, then Seller shall have the environmental condition option of undertaking such remediation itself at its expense or relocating the affected cell site provided that the same coverage will be afforded in each party's reasonable determination (in which case the affected asset will be excluded from, and the new site and related assets shall be included in, the Purchased Assets and the Assumed Liabilities). If the foregoing remediation or relocation, as applicable, has not been completed by Closing, a portion of the Mortgaged PropertiesAcquisition Price (representing the parties' reasonable estimation of the remaining remediation or relocation costs to be incurred) shall be delivered into escrow, subject to a mutually satisfactory escrow arrangement, pending completion of such remediation or relocation after Closing. Such payments shall not affect the amount of the Indemnification Escrow, if any, have been obtained, and nor be subject to Section 11.5. (c) Notwithstanding the foregoing, if it is estimated that the remediation costs will exceed $1,000,000, Seller may, at its option, elect not to undertake such other environmental reportsremediation or relocation, inspections and investigations as may instead elect to terminate this Agreement without further cost or obligation on the Agent part of any party hereto. (d) Notwithstanding the foregoing, if it is estimated that the remediation costs will exceed $1,000,000 then Purchaser shall in have the right, at its sole discretion require after considering factors reasonably related option, to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance terminate this Agreement without further cost or obligation on the part of any party hereto. (e) Subject to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower orforegoing, if applicableany Phase One or Phase Two uncovers an environmental condition of which Seller does not have knowledge on the date hereof and that due to Seller's then-gained knowledge of such condition, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions then comprises a breach of all environmental consultant(s) referred any of Seller's representations or warranties herein (which were qualified as to aboveSeller's knowledge), Seller shall not have breached such representation or warranty of this Agreement.

Environmental Audits. Borrower shall A. Upon Landlord's good faith determination that all or any part of any of the Premises have delivered to been used or may in the Agent evidence satisfactory to future be used for the Agenthandling, storage, transportation or disposal of hazardous substances and such use may, in its sole discretionthe determination of the Landlord, that (i) there are no material pending result in the issuance of a complaint, order, citation or threatened claimsnotice by any governmental or regulatory authority, suitscommission, actions bureau or proceedings arising out of agency or relating to public regulatory body against or affecting the existence of Tenant or all or any Hazardous Materials at, in, on, from, around or under any part of the Mortgaged Properties; Premises, (ii) each such Mortgaged Property is result in compliance in all material respects with all applicable Environmental Laws the imposition of liability on the party of any person or entity to take any actions with respect to such Mortgaged Property; and use, including, without limitation, any liability to clean up any Hazardous Discharge, or (iii) no Hazardous Materials exist atotherwise adversely affect the Landlord's interest in the Premises, inthe Tenant shall, onupon request of the Landlord, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property provide to the extent required Landlord, at the Tenant's expense, a report from a reputable environmental consultant, approved by Applicable LawLandlord, with respect to such Premises and the nature and effect of the use of any hazardous substances thereon, which report shall be provided to the Landlord not later than ninety (90) days following the request therefor, or such earlier date upon which the report is actually available from the environmental consultant. Such evidence If the Tenant shall include fail or refuse to engage an environmental consultant acceptable to the Landlord to provide such a comprehensive report within twenty (20) days following the request therefor by the Landlord, the Landlord may, but shall not be obligated to, obtain such a report from an environmental consultant of the Landlord's choice, at the Tenant's cost, which cost Tenant shall pay as additional rent to Landlord promptly upon demand therefor. B. The Landlord shall have the right at any time to (a) require Tenant to undertake and submit to Landlord a periodic environmental audit from a reputable environmental company approved by Landlord, which audit shall cover Tenant's compliance with this Article and (b) to bring their agents, which shall include a Phase I environmental audit andconsultants, either if recommended or suggested by an Approved Environmental Consultant oron the Premises to conduct environmental studies and tests. Based upon such studies and tests, the Landlord, if it reasonably determines that the Tenant is not so recommended in compliance with any federal, state or suggestedlocal environmental laws, if determined by the Agent in its sole discretion to be necessary rules or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance regulations which apply to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect Premises or to each such environmental audit addressed to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, (b) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition any users or operators of the Mortgaged PropertiesPremises, if anymay require the Tenant to promptly correct or rectify, have been obtainedat the Tenant's expense, and (c) any failure to comply with such other federal, state, or local environmental reportslaws, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determinationrules, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental consultant(s) referred to aboveregulations.

Environmental Audits. The Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include (a) a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence Consultant (the Borrower shall also include certify as of the Closing Date that, as to any environmental audit delivered by the Borrower prior to the Closing Date, to the Borrower's knowledge, the information contained in such audit remains true, correct and complete), (ab) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, (bc) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the Mortgaged Properties, if any, have been obtained, and (cd) such other environmental reports, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, the Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that the Borrower or, if applicable, the Mortgaged Property Subsidiary has complied (or has made arrangements to comply) with the recommendations and suggestions of all environmental consultant(s) referred to above.

Environmental Audits. Borrower On or before the Restatement Closing Date, the Company shall have delivered to the Agent and Lenders evidence satisfactory to the AgentLenders, in its their sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the New Mortgaged Properties; (ii) each such New Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such New Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such New Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each New Mortgaged Property to the extent required by Applicable Law. Such evidence shall include (a) a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determinationin the Agent's opinion, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence Consultant (the Company shall also include certify as of the Restatement Closing Date that, as to any environmental audit delivered by the Company prior to the Restatement Closing Date, to the Company's knowledge, the information contained in such audit remains true, correct and complete), (b) if the report referred to in clause (a) above is not addressed to the Agent and Lenders, a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, (bc) certification if requested by the Agent, evidence that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the New Mortgaged Properties, if any, have been obtained, and (c) such other environmental reports, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental consultant(s) referred to above.if