Common use of Environmental Audits Clause in Contracts

Environmental Audits. If a Default exists, or the Lender has a reasonable basis to believe that a release of Hazardous Substances may have occurred, the Lender may require that the Mortgagor retain, or the Lender may retain directly, at the sole cost and expense of the Mortgagor, a licensed geologist, industrial hygienist or an environmental consultant acceptable to the Lender to conduct an environmental assessment or audit of the Real Property. In the event that the Lender makes a reasonable determination of the need for an environmental assessment or audit, the Lender shall inform the Mortgagor in writing that such a determination has been made and, if requested to do so by the Mortgagor, give the Mortgagor a written explanation of that determination before the assessment or audit is conducted. The Mortgagor shall afford any person conducting an environmental assessment or audit access to the Real Property and all materials reasonably requested; provided that such person shall not unreasonably interfere with the use and operation of the Real Property. Except as set forth below, the Mortgagor shall pay on demand the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Mortgagor shall, at the Lender’s request and at the Mortgagor’s sole cost and expense, take such investigative and remedial measures determined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment or audit so that (i) the Real Property shall be in compliance with all Environmental Laws, (ii) the condition of the Real Property shall not constitute any identifiable risk to human health or to the environment, and (iii) the value of the Real Property shall not be affected by the presence of Hazardous Substances. Notwithstanding the foregoing, the Mortgagor shall not be required to pay for the costs of such audit or assessment if it reasonably disagrees with the Lender’s determination that there is a reasonable basis that a release of a Hazardous Substance has occurred, the Lender proceeds with such audit or assessment and the audit or assessment does not reveal any material violation of Environmental Laws that were not identified on the ESA.

Environmental Audits. If a Default existsAt such times as Mortgagee reasonably determines that an environmental audit of the Real Property for the presence of Hazardous Substances is necessary in order to determine whether the value of the Real Property has been or may in the future be impaired by the presence of Hazardous Substances on, about or under the Lender Real Property (but no more often than once every five years unless Mortgagee has a reasonable basis reason to believe that a release of Hazardous Substances may have occurred, the Lender may require that the be present). Mortgagor shall retain, upon request of Mortgagee, or the Lender Mortgagee may retain directly, at the sole cost and expense of the MortgagorXxxxxxxxx, a licensed geologist, industrial hygienist or an environmental consultant (the "Environmental Consultant") acceptable to the Lender Mortgagee to conduct an environmental assessment or audit of the Real Property. In the event that the Lender makes a reasonable determination of the need for an environmental assessment or audit, the Lender shall inform the Mortgagor in writing that such a determination has been made and, if requested to do so by the Mortgagor, give the Mortgagor a written explanation of that determination before the assessment or audit is conducted. The Mortgagor Xxxxxxxxx shall afford any person conducting an environmental assessment or audit access to the Real Property and all materials reasonably requested; provided that such person shall not unreasonably interfere requested in connection with the use and operation environmental audit. In light of the possible passage of title to Mortgagee as a result of Default, any requirement of an environmental audit by Mortgagee shall be deemed reasonable if a Default exists. Such a requirement shall also be deemed reasonable if Mortgagee has received notice of the likely existence of Hazardous Substances on, about or under the Real Property. Except as set forth below, the Mortgagor shall pay on demand the cost and expenses of any environmental consultant engaged audit obtained by the Lender under this SubsectionMortgagee on demand. The Mortgagor shallshall at Mortgagee's request comply, at the Lender’s request and at the Mortgagor’s Xxxxxxxxx's sole cost and expense, take such investigative and remedial measures determined by with all recommendations contained in the geologist, hygienist or consultant environmental audit required to be necessary to address any condition discovered by the assessment or audit so that (i) bring the Real Property shall be in into compliance with all Environmental Laws, (ii) or for additional testing and studies to further determine the condition of the Real Property shall not constitute any identifiable risk to human health or to the environmentlocation, quantity and (iii) the value of the Real Property shall not be affected by the presence types of Hazardous Substances. Notwithstanding the foregoing, the Mortgagor shall not be required to pay for the costs of such audit or assessment if it reasonably disagrees with the Lender’s determination that there is a reasonable basis that a release of a Hazardous Substance has occurred, the Lender proceeds with such audit or assessment and the audit or assessment does not reveal any material violation of Environmental Laws that were not identified on the ESASubstances detected by an environmental audit.

Environmental Audits. If a Default exists, or the Lender has a reasonable basis (a) Seller will cause to believe that a release be conducted preliminary environmental site assessments (Phase Ones) ASTM Standard of Hazardous Substances may have occurred, the Lender may require that the Mortgagor retain, or the Lender may retain directly, at the sole cost and expense each parcel of the Mortgagor, a licensed geologist, industrial hygienist or an environmental consultant acceptable to the Lender to conduct an environmental assessment or audit of the its Real Property. In Such Phase Ones shall be performed by licensed environmental professionals selected by Seller with the event 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 Purchaser at least 30 days prior to the Closing. (b) If any Phase One reveals any condition that the Lender makes a Purchaser reasonably determines would be likely to require remediation under applicable state or federal law, then Seller shall have the 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 need for an environmental assessment Acquisition Price (representing the parties' reasonable estimation of the remaining remediation or auditrelocation 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 Lender shall inform amount of the Mortgagor in writing that such a determination has been made andIndemnification Escrow, if requested any, nor be subject to do so by the Mortgagor, give the Mortgagor a written explanation of that determination before the assessment or audit is conducted. The Mortgagor shall afford any person conducting an environmental assessment or audit access to the Real Property and all materials reasonably requested; provided that such person shall not unreasonably interfere with the use and operation of the Real Property. Except as set forth below, the Mortgagor shall pay on demand the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Mortgagor shall, at the Lender’s request and at the Mortgagor’s sole cost and expense, take such investigative and remedial measures determined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment or audit so that Section 11.5. (ic) the Real Property shall be in compliance with all Environmental Laws, (ii) the condition of the Real Property shall not constitute any identifiable risk to human health or to the environment, and (iii) the value of the Real Property shall not be affected by the presence of Hazardous Substances. Notwithstanding the foregoing, if it is estimated that the Mortgagor remediation costs will exceed $1,000,000, Seller may, at its option, elect not to undertake such remediation or relocation, and may instead elect to terminate this Agreement without further cost or obligation on the 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 have the right, at its option, to terminate this Agreement without further cost or obligation on the part of any party hereto. (e) Subject to the foregoing, if any 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, then comprises a breach of any of Seller's representations or warranties herein (which were qualified as to Seller's knowledge), Seller shall not be required to pay for the costs have breached such representation or warranty of such audit or assessment if it reasonably disagrees with the Lender’s determination that there is a reasonable basis that a release of a Hazardous Substance has occurred, the Lender proceeds with such audit or assessment and the audit or assessment does not reveal any material violation of Environmental Laws that were not identified on the ESAthis Agreement.

Environmental Audits. If a Default exists, or the Lender has a reasonable basis to believe that a release of Hazardous Substances may have occurred, the Lender may require that the Mortgagor retain, or the Lender may retain directlyUpon Mortgagee's request, at the sole cost any time and expense of the Mortgagorfrom time to time while this Mortgage is in effect, a licensed geologist, industrial hygienist Mortgagor shall permit Mortgagee and/or its agents to inspect or an environmental consultant acceptable to the Lender to conduct an environmental assessment inspection or audit of the Real Property. In Mortgaged Property for the event that the Lender makes a reasonable determination presence of the need for an environmental assessment Hazardous Substances or auditAsbestos, the Lender shall inform the and Mortgagor in writing that such a determination has been made and, if requested hereby grants to do so by the Mortgagor, give the Mortgagor a written explanation of that determination before the assessment or audit is conducted. The Mortgagor shall afford any person conducting an environmental assessment or audit Mortgagee and its employees and agents access to the Real Mortgaged Property and all materials reasonably requested; provided that a license to undertake such person shall not unreasonably interfere with the use and operation of the Real Propertyinspection or audit. Except as set forth below, the Mortgagor shall pay on demand reimburse Mortgagee for the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Mortgagor shall, at the Lender’s request and at the Mortgagor’s sole cost and expense, take such investigative and remedial measures determined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment inspection or audit so that (including the cost of licensed hydrologists or licensed environmental engineer, and similarly qualified third parties approved by Mortgagee) conducted by or at Mortgagee's direction, if: (i) Mortgagee shall initiate that inspection or audit based upon a good faith concern relating to the Real potential presence of Hazardous Substances or Asbestos on the Mortgaged Property shall be (including, by way of illustration and not of limitation, any additional investigation or analysis initiated based upon a recommendation contained in compliance with all Environmental Lawsthe report of any Phase I audit or inspection, even if no Asbestos or Hazardous Substances are discovered as a result of that additional investigation or analysis); or (ii) the condition results of the Real Property shall not constitute any identifiable risk to human health inspection or to the environment, and (iii) the value of the Real Property shall not be affected by audit disclose the presence of any Hazardous SubstancesSubstance or Asbestos, and if any Remedial Work (as defined and provided in paragraph 35 of this Mortgage) shall be required in connection therewith. Notwithstanding the foregoing, the Mortgagor shall not be required to pay reimburse the Mortgagee once during the first ten years during the term of this Mortgage and thereafter once during each successive five year period during the term of this Mortgage for the costs of any such audit "Phase I" inspection or assessment if it reasonably disagrees audit, without regard to the basis upon which Mortgagee shall determine to conduct that inspection or audit, with the Lender’s determination exception that there is a reasonable basis that a release Mortgagee shall not charge Mortgagor for the costs of a Hazardous Substance has occurredany inspection or audit undertaken solely in connection with the sale, assignment or transfer of the Note and this Mortgage or any interest therein (unless payment by Mortgagor would otherwise be required under the provisions of the foregoing clause [ii]). The cost of any such inspection or audit for which Mortgagor shall be required to reimburse Mortgagee shall be added to the principal balance of the sums due under the Note and this Mortgage and shall bear interest thereafter, until paid, at the Default Rate. The obligations and liabilities of Mortgagor under this paragraph shall survive any termination, satisfaction, or assignment of this Mortgage and the exercise by Mortgagee of any of its rights or remedies hereunder, including, without limitation, the Lender proceeds with such audit acquisition of the Mortgaged Property by foreclosure or assessment and the audit or assessment does not reveal any material violation a conveyance in lieu of Environmental Laws that were not identified on the ESAforeclosure.

Environmental Audits. If a Default exists(i) Within thirty (30) days after the date of this Agreement, or Buyer shall have the Lender has a reasonable basis right to believe that a release have Phase I environmental audits (the "Phase I Audits") performed on the Real Property by Environmental Strategies Corporation, and to deliver copies of Hazardous Substances may have occurred, any such Phase I Audits to Seller (the Lender may require that the Mortgagor retain, or the Lender may retain directly, at the sole cost and expense date of receipt of the Mortgagor, a licensed geologist, industrial hygienist or an Phase I Audits by Seller being the "Audit Receipt Date"). Seller shall permit Buyer and the environmental consultant acceptable inspection firm to have access to the Lender to conduct an Real Property for the purpose of conducting such environmental assessment or audit inspections. Buyer and Seller shall each pay one-half (1/2) of the Real Property. 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 Lender makes a reasonable determination of the need for an environmental assessment or audit, the Lender shall inform the Mortgagor in writing Phase I Audits indicate that such a determination has been made and, if requested to do so by the Mortgagor, give the Mortgagor a written explanation of that determination before the assessment or audit is conducted. The Mortgagor shall afford any person conducting an environmental assessment or audit access to conditions exist on the Real Property and all materials reasonably requested; provided that violate, fail to comply with, or require remediation under, any applicable Environmental Laws, or that suggest that additional testing or investigation may be necessary or appropriate (any such person shall not unreasonably interfere with condition, an "Environmental Condition"), then Buyer, during the use and operation of thirty (30) day period after the Real Property. Except as set forth belowAudit Receipt Date (the "Subsequent Audit Period"), the Mortgagor shall pay on demand the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Mortgagor shallmay, at the Lender’s request and at the Mortgagor’s sole its own cost and expense, take such investigative and remedial measures determined by the geologist, hygienist or consultant to be have any additional environmental investigations as it deems necessary to address any condition discovered by the assessment or audit so that (i) 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 all applicable Environmental Laws. If Seller shall refuse to take any such remedial action on the grounds that such action would be unreasonable, (ii) Buyer shall have the condition right, at its election, to terminate this Agreement, receive immediate return of the Real Property shall not constitute any identifiable risk to human health or to the environmentLetter of Credit, and to pursue any remedies Buyer has at law or in equity or otherwise. (iii) In the value 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 Real Property shall not be affected by the presence terms of Hazardous Substances. Notwithstanding the foregoing, the Mortgagor shall not be required to pay for the costs of such audit or assessment if it reasonably disagrees with the Lender’s determination that there is a reasonable basis that a release of a Hazardous Substance has occurred, the Lender proceeds with such audit or assessment and the audit or assessment does not reveal any material violation of Environmental Laws that were not identified on the ESAthis Agreement.

Environmental Audits. If a Default existsUpon request by Landlord during the Term, or the Lender has a reasonable basis to believe that a release of Hazardous Substances may have occurred, the Lender may require that the Mortgagor retain, or the Lender may retain directly, Landlord at the its sole cost and expense of the Mortgagor, a licensed geologist, industrial hygienist or an environmental consultant acceptable shall have reasonable access to the Lender to conduct an environmental assessment or audit of the Real Property. In the event that the Lender makes a reasonable determination of the need Demised Premises for an environmental assessment or audit, the Lender shall inform the Mortgagor in writing that such a determination has been made and, if requested to do so by the Mortgagor, give the Mortgagor a written explanation of that determination before the assessment or audit is conducted. The Mortgagor shall afford any person conducting an environmental assessment or audit access from an environmental company reasonably acceptable to the Real Property and all materials reasonably requested; provided that such person shall not unreasonably interfere with the use and operation of the Real Property. Except as set forth below, the Mortgagor shall pay on demand the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Mortgagor shallLandlord, at the LenderLandlord’s request and at the Mortgagor’s sole cost and expense, take except as herein provided. In addition, if Landlord has a good faith and reasonable reason to believe that Hazardous Substances have been introduced to the Demised Premises by Tenant or Tenant’s agents, employees, contractors, sublessees or assignees, in violation of this Lease, then Landlord shall specify the reasons to Tenant, and if Tenant does not provide information to Landlord’s reasonable satisfaction regarding the suspected presence of Hazardous Substances in violation of this Lease, Landlord may request that Tenant perform an environmental audit from an environmental company reasonably acceptable to Landlord. If Tenant gives Landlord written notice that Tenant does not intend to perform such investigative and remedial measures determined audit, or if Tenant fails to complete such audit within thirty (30) days following Landlord’s request, then Landlord may perform such audit (a “Requested Audit”). Any investigation or activity undertaken by the geologist, hygienist Landlord (including to remediate Hazardous Substances or consultant to be necessary to address any condition discovered by the assessment or audit so that (icure a violation of Hazardous Materials Laws) the Real Property shall be subject to Section 20.1, and shall be undertaken in compliance a manner designed to minimize any material interference with all Environmental Laws, (ii) the condition normal conduct of business and Tenant’s operations in the Demised Premises and use of the Real Property shall not constitute Limited Common Elements and General Common Elements (including access and parking). If any identifiable risk to human health or to the environment, and (iii) the value of the Real Property shall not be affected by environmental audit discloses the presence of Hazardous Substances. Notwithstanding Substances and such Hazardous Substances were introduced to the foregoingDemised Premises by Tenant or Tenant’s agents, employees, contractors, sublessees or assignees, then to the Mortgagor shall not be extent the same are in violation of applicable Hazardous Materials Laws and are required to pay be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Demised Premises to Landlord. If any Requested Audit discloses the presence of Hazardous Substances in violation of applicable Hazardous Materials Laws and such Hazardous Substances were introduced to the Demised Premises by Tenant or Tenant’s agents, employees, contractors, sublessees or assignees, then Tenant shall promptly reimburse Landlord for the costs reasonable out-of-pocket cost of such audit or assessment if it reasonably disagrees with the Lender’s determination that there is a reasonable basis that a release of a Hazardous Substance has occurred, the Lender proceeds with such audit or assessment and the audit or assessment does not reveal any material violation of Environmental Laws that were not identified on the ESARequested Audit paid by Landlord to unrelated third parties.