Common use of Environmental Audit Clause in Contracts

Environmental Audit. Upon request by Landlord during the Term, prior to Tenant’s exercise of any renewal right and/or prior to Tenant’s vacating the Property, Landlord at its sole cost and expense shall have reasonable access to the Property for conducting an environmental audit from an environmental company reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In addition, if Landlord has a good faith and reasonable reason to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Laws, 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 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”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, to the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third parties.

Environmental Audit. Upon request Seller has provided Purchaser with a Phase I Environmental Site Assessment (including asbestos investigation) dated August 20, 1996 for the Property in conformity with the 1993 standards set by Landlord during the TermAmerican Society for Testing and Materials prepared by ATEC Associates, prior to Tenant’s exercise Inc. (the "Phase I Report"). Purchaser has, at Purchaser's expense, ordered a revised Phase I Report (the "Revised Report") for the Property. In the event hazardous waste or materials or nonhazardous materials that are controlled by the Department of Health for the State of Indiana or by the Environmental Protection Agency are revealed at the Property or historical uses as shown by the Phase I Report or Revised Report that would indicate the possible presence of such waste or materials in amounts which are, or in the reasonable judgment of Purchaser may result, in violation of applicable laws or the Phase I Report or Revised Report indicates that Seller is in violation of any renewal right and/or prior to Tenant’s vacating the Propertylocal, Landlord at its sole cost and expense shall have reasonable access to the Property for conducting an state or federal environmental audit from an environmental company reasonably acceptable to Landlordlaws, rules or regulations, then Seller shall, at Landlord’s Seller's cost and expense, except reimburse Purchaser for the cost of the Revised Report, and remediate to the extent required by law or to prevent a violation of law, all such waste, materials and violations prior to Closing so long as herein providedthe reasonable estimate of the cost and expense to remediate conditions on the Property does not exceed a total of $50,000 . In additionthe event such remediation cannot be accomplished by the Closing Date, if Landlord has a good faith and the Closing Date shall be extended up to an additional 90 days ("Extended Closing Date") to allow Seller sufficient time to complete the remediation . If the reasonable reason estimate of the cost to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at remediate exceeds $50,000 or the Propertytime to complete the remediation will extend past the Extended Closing Date, then Landlord Seller shall specify have the reasons right to Tenantterminate this Agreement by providing notice to Purchaser and by reimbursing Purchaser, and if Tenant does as required above, for the cost of the Revised Report. However, Seller's right to terminate under this Section 3 shall not provide information be effective if, within five days of notice to Landlord’s reasonable satisfaction regarding the suspected presence Purchaser of Hazardous Substances in violation of Hazardous Materials LawsSeller's termination under this Section 3, Landlord may request that Tenant perform an environmental audit from an environmental company reasonably acceptable Purchaser delivers to Landlord. If Tenant gives Landlord Seller a written notice that Tenant does not intend Purchaser will proceed with this Agreement. In the event that Purchaser elects to perform such auditproceed hereunder, the Purchase Price shall be reduced by the lesser of Purchaser's good faith estimated cost to remediate or if Tenant fails to complete such audit within thirty (30) days following Landlord’s request$50,000, then Landlord may perform such audit (a “Requested Audit”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, to the extent the same are in violation of applicable Hazardous Materials Laws and are required Seller shall continue to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord responsible for the reasonable out-of-pocket cost of the Requested Audit Revised Report, which shall be deducted from the Purchase Price at Closing if not paid by Landlord previously. Notwithstanding anything to unrelated third partiesthe contrary contained herein, Purchaser retains the right to object to matters disclosed in the Phase I Report or Revised Report in accordance with Section 8.7 of this Agreement.

Environmental Audit. Upon request by Landlord during the TermBuyer may, prior to Tenant’s exercise of any renewal right and/or prior to Tenant’s vacating the Property, Landlord at its sole cost and expense shall have reasonable access to the Property for conducting option, cause an environmental audit from an of the Assets to be conducted until five (5) days prior to Closing ("Examination Period"). PROVIDED THAT, BUYER WILL REPAIR ANY DAMAGE TO THE PROPERTIES OF SELLERS RESULTING FROM ITS INSPECTION OF SUCH PROPERTIES, AND BUYER WILL INDEMNIFY, DEFEND (INCLUDING REASONABLE ATTORNEYS’ FEES) AND HOLD SELLERS HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES, OBLIGATIONS, CLAIMS, LIABILITIES, EXPENSES OR CAUSES OF ACTION (COLLECTIVELY THE “CLAIMS”) ARISING FROM SUCH INSPECTIONS, INCLUDING WITHOUT LIMITATION CLAIMS FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND LIENS FOR SERVICES PROVIDED, IN EACH INSTANCE, EXCLUDING CLAIMS RESULTING FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS. Buyer will notify Sellers in writing (the "Environmental Notice") on or before 5:00 p.m. (Central Standard Time) not later than the end of the Examination Period of any environmental company matters disclosed by such audit or with respect to which Buyer otherwise has knowledge, that Buyer reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In addition, if Landlord has a believes in good faith and reasonable reason to believe that Hazardous Substances in violation may constitute a Violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Environmental Laws, Landlord may request including with such notice a reasonably detailed description of the specific matter that Tenant perform is an alleged Violation of Environmental Laws. Upon receipt of the Environmental Notice, Seller will have the right, but not the obligation, to attempt to cure the applicable environmental audit from an environmental company reasonably acceptable liabilities attributable to Landlordthe Violations of Environmental Laws prior to Closing. If Tenant gives Landlord written notice that Tenant does not intend to perform such auditSeller's consideration of, or if Tenant fails election to complete such audit within thirty (30) days following Landlord’s requestproceed with, then Landlord may perform such audit (a “Requested Audit”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, remedies hereunder will not be deemed to be an admission by any Person with respect to the extent the same are in occurrence of any Violation of Environmental Law or any violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiesLegal Requirement.

Environmental Audit. Upon request by Landlord during On or before the Termexpiration of the Contingency Period, prior Buyer shall have completed to Tenant’s exercise the satisfaction of any renewal right and/or prior to Tenant’s vacating the PropertyBuyer, Landlord in its sole and absolute discretion, and at its sole cost and expense expense, an environmental audit and assessment of the Real Property (the “Environmental Audit”), including but not limited to the performance of such tests and inspections as Buyer may deem necessary or desirable, subject to the terms and provisions hereof, in order to determine the presence or absence of any Hazardous Materials (as defined in Section 12(i) hereof). In the event Buyer desires to undertake soil tests or any other invasive testing at the Property (“Invasive Testing”) (subject to Seller’s prior approval which Seller may withhold in Seller’s sole and unfettered discretion in all instances), Buyer shall have reasonable access provide Seller with written notification in the form of a detailed scope of work and maps indicating its proposed sampling points prior to such testing, and Seller shall, within five (5) business days of receipt thereof, provide its approval or disapproval of said Invasive Testing, which approval Seller may withhold in Seller’s sole and unfettered discretion. In the event Buyer desires entry to the Property for conducting an to perform certain due diligence activities during the Contingency Period and Seller does not approve of such request, Buyer shall have the right to terminate this Agreement on or before the expiration of the Contingency Period without owing any further liability to Seller. If Buyer makes any test borings or performs any other inspections or environmental audit tests that disturb the Property, upon completion of any such test boring or such other inspections or environmental tests, Buyer shall remove from an environmental company reasonably acceptable the Property all machinery and equipment used in connection with such tests and shall promptly restore the Property to Landlord, substantially the condition which existed immediately prior to such inspections and substantially repair any and all damage caused thereby at LandlordBuyer’s sole cost and expense. Except for environmental reports and studies which Buyer shall deliver to Seller, except as herein provided. In additiononly upon the request of Seller, if Landlord has a good faith and reasonable reason Buyer will promptly furnish to believe that Hazardous Substances in violation Seller copies of Hazardous Materials Laws exist at any third-party reports received by Buyer relating to the condition of the Property, 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 Hazardous Materials Laws, 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 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”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, to the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third parties.

Environmental Audit. Upon request Subject to the other provisions contained in this Section, the Shareholders shall permit Purchaser or any reasonably qualified environmental consultant designated by Landlord during Purchaser (the Term"ENVIRONMENTAL AUDIT FIRM") to conduct a Phase I environmental audit, and, if reasonably determined by the Purchaser to be necessary, a Phase II environmental audit (collectively, the "AUDIT") of the Real Estate prior to Tenant’s exercise of any renewal right and/or prior to Tenant’s vacating Closing. Beginning immediately after the Propertyexecution hereof, Landlord at its sole cost and expense the Environmental Audit Firm shall have reasonable full and free access to the Property Real Estate during normal business hours, upon reasonable notice; provided, however, that neither Purchaser nor the Environmental Audit Firm shall unreasonably interfere with the normal business operations of the Company. The Audit shall be completed as soon as practicable and Purchaser shall, promptly upon receipt, furnish the Shareholders with a copy of all written reports relating to the Audit provided by the Environmental Audit Firm. In the event a written report is not requested or the report is given orally, the Company shall have the right to request and receive a written report and to obtain an oral report from the Environmental Audit Firm. Purchaser shall pay all fees and expenses of the Environmental Audit Firm. The Purchaser shall indemnify and hold the Company harmless from, against and in respect of any and all property damage caused by the Environmental Audit Firm. Purchaser shall be allowed twenty (20) days after receipt of the final written or oral report related to the Audit for conducting an environmental audit from an environmental company the examination thereof and the making and delivery of any written objections to the condition of the Real Estate to the Shareholders in accordance with the notice provisions of this Agreement; provided, however, that any such objections may be made only if the Audit discloses facts or conditions (i) that purportedly violate any Applicable Laws in any material respect, (ii) which could reasonably acceptable be expected to Landlordhave a Material Adverse Effect on the Company, or (iii) that are inconsistent in any material respect with the representations and warranties of Shareholders set forth herein. If no such written objections are made by the Purchaser within such twenty (20) day period, the Audit in its entirety, shall be incorporated to the Schedules and Purchaser shall accept any conditions disclosed in the Audit "as-is." If any such written objections are made by Purchaser within said twenty (20) day period, Shareholders shall use commercially reasonable efforts, at Landlord’s their sole cost and expense, except to cure said objections on or before December 31, 1998; provided, however, that Shareholders shall have no obligation to cure or attempt to cure (i) the objections as herein provided. In addition, to any one (1) parcel of Real Estate if Landlord has a good faith and reasonable reason to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Laws, 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 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”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, to the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested cure as to that parcel exceeds $50,000 or (ii) any objections whatsoever if the aggregate cost of cure for all Real Estate exceeds $200,000, all as reasonably estimated by the Environmental Audit paid Firm. If the objections are not cured or curable within said period, the parties shall attempt to negotiate a mutually acceptable arrangement regarding the cure of the objections to the conditions of the Real Estate for a period of twenty (20) days after December 31, 1998. If the objections to the condition of the Real Estate are not cured, or curable, or reasonable arrangements made with regard to such cure, on or before January 20, 1999, then Purchaser shall have the right for a period of ten (10) business days after January 20, 1999 to terminate this Agreement by Landlord giving written notice of termination to unrelated third partiesShareholders. In the event Purchaser elects to terminate this Agreement pursuant to this Section 7.9, such termination shall be without liability or any further obligation of the Shareholders to Purchaser unless Shareholders have made a deliberately false or misleading warranty or representation with respect to one or more of the conditions to which Purchaser objected. If Purchaser does not exercise its right to terminate pursuant to this Section 7.9, the Audit in its entirety, shall be incorporated to the Schedules and Purchaser shall accept such conditions "as-is."

Environmental Audit. Upon request by Landlord during (a) Promptly following execution of this Agreement Purchaser shall cause each of Pöyry Environment Oy (the Term“HNO Environmental Consultant”) and URS Australia Pty Ltd. (the “Cawse Environmental Consultant”), prior or such other consultants as Purchaser may determine in its discretion, to Tenant’s exercise of any renewal right and/or prior to Tenant’s vacating the Property, Landlord at its sole cost and expense shall have reasonable access to the Property for conducting perform an environmental audit from an environmental company reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In additionsite assessment (including, if Landlord has a good faith appropriate, sampling and reasonable reason analysis) and environmental compliance audit (the “Environmental Audit”), the scope and terms of which are set forth on Schedule 6.13, to believe that Hazardous Substances in violation review and verify the existing environmental condition of the Business Property and any Releases of Hazardous Materials therefrom of each of HNO and Cawse, respectively, (the “Audited Sites”), and compliance with existing Environmental Laws exist regarding soil, air, water and wastewater discharges, perched water and groundwater as at or before the Closing Date at the PropertyAudited Sites, then Landlord such review and the reports thereon (each an “Environmental Report” and together the “Environmental Reports”) expected to be completed and delivered to the Sellers and Purchaser within one hundred and twenty (120) days of the date hereof. The Environmental Reports shall specify describe the reasons Remediation necessary to Tenantmeet any and all clean up or Remediation requirements of the Audited Sites under existing Environmental Laws as at or before the Closing Date based upon the continuing use of such property in a manner substantially similar to its use at the time of the Environmental Audit. Following receipt by the Sellers and Purchaser of the Environmental Reports, the Sellers and if Tenant does not provide information to Landlord’s reasonable satisfaction regarding the suspected presence of Hazardous Substances in violation of Hazardous Materials Laws, 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 audit, or if Tenant fails to complete such audit within Purchaser shall have thirty (30) days following Landlord’s requestwithin which to review each Environmental Report and notify the appropriate Environmental Consultant, then Landlord may perform and the other parties hereto of any questions, comments or objections to such audit Environmental Report. Any changes to an Environmental Report made in response to such questions, comments or objections shall be in the sole discretion of the appropriate Environmental Consultant, and in any case shall be made within forty-five (a “Requested Audit”)45) days of the delivery of the initial Environmental Report of such Environmental Consultant. If any environmental audit discloses From the presence date of Hazardous Substancesthis Agreement through the Closing Date, other than Known Existing the Sellers shall allow Purchaser and its representatives and consultants (including, the HNO Environmental ConditionsConsultant and the Cawse Environmental Consultant) reasonable access to the Audited Sites and the employees of the Sellers, Cawse and the Companies for purposes of conducting the Environmental Audit and verifying and reviewing the Environmental Reports; provided, however, that, in violation of Hazardous Materials Lawsconducting the Environmental Audit and verifying and reviewing the Environmental Reports, then, except Purchaser and its representatives and consultants shall not materially disrupt the business conducted at such Audited Site. The Sellers and Purchaser acknowledge that each final Environmental Report will create a rebuttable presumption as to the extent caused by any existing environmental condition of the Indemnified Landlord Parties, to the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession Audited Sites for purposes of the Property to Landlordrepresentations and warranties contained in this Agreement. If any Requested The costs incurred in performing the Environmental Audit discloses shall be borne by Purchaser. Any costs incurred verifying and reviewing the presence of Hazardous SubstancesEnvironmental Reports, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to shall be borne by the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiesparty incurring such costs.

Environmental Audit. Upon the reasonable request by Landlord of Lessor, but no more than three (3) times during (i) the Initial Term or (ii) a Renewal Term, unless a prior to Tenantaudit or Lessor’s exercise or Lessee’s records indicate the presence (whether current or past) of a Release or threatened Release of any renewal right and/or prior Hazardous Substances on, in, under, about and adjacent to Tenant’s vacating the Propertyany Leased Property in which case Lessor may request more than three such Environmental Audits during a given period, Landlord at its sole cost and expense shall have reasonable access to the Property for conducting an environmental audit from an environmental company reasonably acceptable to LandlordLessee shall, at LandlordLessee’s cost and expense, except as herein provided. In addition, if Landlord has a good faith upon and reasonable reason to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Laws, 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 audit, or if Tenant fails to complete such audit within thirty (30) days following Landlord’s requestof a written request therefor from Lessor, then Landlord deliver an Environmental Audit to Lessor. Lessee shall not be responsible for any costs or expenses of an audit requested by Lessor solely in connection with a sale or financing of such Leased Property by Lessor. All tests and samplings shall be conducted using generally accepted and scientifically valid technology and methodologies. Lessee shall give the engineer or environmental consultant conducting the Environmental Audit reasonable and complete access to the Leased Properties and to all records in the possession of Lessee that may perform such audit (a “Requested Audit”). If any environmental audit discloses indicate the presence (whether current or past) of a Release or threatened Release of any Hazardous SubstancesSubstances on, other than Known Existing in, under, about and adjacent to any Leased Property. Lessee also shall provide the engineer or environmental consultant full access to and the opportunity to interview such persons as may be employed in connection with the Leased Properties as the engineer or consultant deems appropriate. However, neither Lessor nor any Facility Mortgagee shall be entitled to request an Environmental ConditionsAudit from Lessee unless (i) after the Commencement Date there have been changes, in violation of Hazardous Materials Laws, then, except modifications or additions to the extent caused by Environmental Laws as applied to or affecting any of the Indemnified Landlord Parties, to Leased Properties; (ii) a significant change in the extent the same are in violation condition of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to LandlordLeased Properties has occurred; (iii) there are fewer than six (6) months remaining in the Term; or (iv) Lessor or a Facility Mortgagee has another good reason for requesting such certificate or certificates. If any Requested the Environmental Audit discloses the presence of Hazardous Substances, other than Known Existing Contamination or any noncompliance with Environmental Conditions, in violation of Hazardous Materials Laws, then, except Lessee shall immediately perform all of Lessee’s obligations under this Lease with respect to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiessuch Hazardous Substances or noncompliance.

Environmental Audit. Upon request If required by Landlord during the TermFacility Lease, prior to Tenant shall conduct using a qualified independent environmental auditor reasonably approved by the Landlord, an annual environmental audit of the Tenant’s exercise operations, Facility and facilities at the Northeast WPC Plant. The Tenant shall submit a current report of any renewal right and/or prior to Tenant’s vacating the Property, Landlord at its sole cost and expense shall have reasonable access audit results to the Property Landlord on the annual anniversary of the Commencement Date of this Lease. If the resulting audit report reveals non-compliance by the Tenant, or any other party for conducting an environmental audit from an environmental company reasonably acceptable to Landlordwhich Tenant is responsible, at Landlord’s cost and expensewith any Environmental Laws, except as herein provided. In addition, if Landlord has or indicates that a good faith and reasonable reason to believe that Hazardous Substances in violation release of Hazardous Materials Laws exist has occurred at the PropertyNortheast WPC Plant, or elsewhere if such non-compliance or release appears to have been attributable to the Tenant’s activities, then the Tenant shall be responsible for such non-compliance and shall deliver to Landlord shall specify the reasons to Tenanta remediation report (“Compliance Report”), and if Tenant does not provide information to Landlord’s reasonable satisfaction regarding the suspected presence of Hazardous Substances in violation of Hazardous Materials Laws, 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 audit, or if Tenant fails to complete such audit within thirty (30) days following of the submission of the Audit Report, containing an explanation of the non-compliance and a remediation plan and schedule for the Landlord’s requestapproval. If the Landlord disagrees with any portion of the Compliance Report, then the Tenant and the Landlord agree to attempt to resolve the disagreement through informal good faith negotiations. If the parties are unable to reach an agreement through informal negotiations, either party may request the selection of a neutral panel to resolve the dispute. The parties shall jointly select, retain and share the cost of a neutral panel. This neutral panel shall receive submissions from both parties and shall render a written decision which shall be final and binding on the parties. Within thirty (30) days after the Landlord approves the Compliance Report, the Tenant shall commence and expeditiously proceed to complete at its cost and expense the remediation plan set forth therein subject to the conditions, if any, of the Landlord’s approval. Notwithstanding the foregoing, if any local, state or federal agency with jurisdiction over the Northeast WPC Plant establishes a remediation plan or schedule for the Northeast WPC Plant, such agency’s plan or schedule shall control. If the Tenant does not complete the required remedial actions in the time periods set forth in the remediation plan or schedule, the Landlord shall have the right, but not the obligation, to enter upon the Northeast WPC Plant and implement any remediation actions which it deems necessary or prudent to address such non-compliance. If the Landlord implements any remediation action pursuant to the foregoing sentence, the Tenant shall pay the Landlord’s entire cost of performing such work (including an amount for fully allocated administrative charges), without limitation of other claims or damages that the Landlord may perform such audit (a “Requested Audit”)have against the Tenant arising out of the terms of this Lease or otherwise. If any Notwithstanding anything contained in this Section, subject to the terms of the Facility Lease, the Landlord shall have the right to conduct an environmental audit discloses of the presence of Hazardous SubstancesTenant’s operations, other than Known Existing Environmental ConditionsFacility, in violation of Hazardous Materials Laws, thenfacilities and fixtures thereon which, except in the event that the Tenant has failed to perform the extent caused annual environmental audit required by any this Section, shall be at the Landlord’s own cost and expense. Landlord’s audit shall have the same effect as an audit by the Tenant and at the discretion of the Indemnified Landlord Parties, to the extent the same are in violation of applicable Hazardous Materials Laws and are required to may be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord substituted for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiesTenant’s annual audit.

Environmental Audit. Upon request by Landlord during the TermBuyer may, prior to Tenant’s exercise of any renewal right and/or prior to Tenant’s vacating the Property, Landlord at its sole cost and expense shall have reasonable access to the Property for conducting option, cause an environmental audit from an of the Assets to be conducted until five (5) days prior to Closing ("Examination Period"). PROVIDED THAT, BUYER WILL REPAIR ANY DAMAGE TO THE PROPERTIES OF SELLERS RESULTING FROM ITS INSPECTION OF SUCH PROPERTIES, AND BUYER WILL INDEMNIFY, DEFEND (INCLUDING REASONABLE ATTORNEYS' FEES) AND HOLD SELLERS HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES, OBLIGATIONS, CLAIMS, LIABILITIES, EXPENSES OR CAUSES OF ACTION (COLLECTIVELY THE "CLAIMS") ARISING FROM SUCH INSPECTIONS, INCLUDING WITHOUT LIMITATION CLAIMS FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND LIENS FOR SERVICES PROVIDED, IN EACH INSTANCE, EXCLUDING CLAIMS RESULTING FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS. Buyer will notify Sellers in writing (the "Environmental Notice") on or before 5:00 p.m. (Central Standard Time) not later than the end of the Examination Period of any environmental company matters disclosed by such audit or with respect to which Buyer otherwise has knowledge, that Buyer reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In addition, if Landlord has a believes in good faith and reasonable reason to believe that Hazardous Substances in violation may constitute a Violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Environmental Laws, Landlord may request including with such notice a reasonably detailed description of the specific matter that Tenant perform is an alleged Violation of Environmental Laws. Upon receipt of the Environmental Notice, Seller will have the right, but not the obligation, to attempt to cure the applicable environmental audit from an environmental company reasonably acceptable liabilities attributable to Landlordthe Violations of Environmental Laws prior to Closing. If Tenant gives Landlord written notice that Tenant does not intend to perform such auditSeller's consideration of, or if Tenant fails election to complete such audit within thirty (30) days following Landlord’s requestproceed with, then Landlord may perform such audit (a “Requested Audit”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, remedies hereunder will not be deemed to be an admission by any Person with respect to the extent the same are in occurrence of any Violation of Environmental Law or any violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiesLegal Requirement.

Environmental Audit. Upon If the Majority Holder Designee, or if there is no Majority Holder Designee, the Applicable Holders, acting reasonably, determine that the Company’s or any Material Subsidiary’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards could individually or in the aggregate reasonably be expected to have a Material Adverse Effect then, at the request by Landlord during of the TermMajority Holder Designee, prior to Tenant’s exercise of any renewal right and/or prior to Tenant’s vacating or if there is no Majority Holder Designee, the PropertyApplicable Holders, Landlord at its sole cost the Company will, and expense shall have reasonable access to will cause each Material Subsidiary to, assist the Property for Majority Holder Designee, or if there is no Majority Holder Designee, the Applicable Holders in conducting an environmental audit from of the property which is the subject matter of such obligations or liabilities, by an environmental company reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In addition, if Landlord has a good faith and reasonable reason to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at independent consultant selected by the Property, 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 Hazardous Materials Laws, 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 auditMajority Holder Designee, or if Tenant fails to complete there is no Majority Holder Designee, the Applicable Holders. The cost of such audit within thirty (30) days following Landlord’s requestwill be for the account of the Company; provided that the Majority Holder Designee, then Landlord may perform or if there is no Majority Holder Designee, the Applicable Holders will carry out such audit (in consultation with the Company to expedite its completion in a “Requested Audit”)cost effective manner. If such audit indicates that the Company or any environmental audit discloses Material Subsidiary is in breach, or with the presence passage of Hazardous Substancestime is likely to be in breach, other than Known Existing of any Environmental ConditionsLaws and such breach or potential breach individually or in the aggregate would have or could reasonably be expected to have, in violation the opinion of Hazardous Materials Lawsthe Majority Holder Designee, thenor if there is no Majority Holder Designee, except to the extent caused by Applicable Holders, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the Indemnified Landlord Partiesrights and remedies of the Trustee, the Collateral Agent or Holders under the Note Documents, the Company will or will cause the applicable Material Subsidiary to, forthwith commence and diligently proceed to the extent the same are in violation of applicable Hazardous Materials Laws and are required rectify or cause to be remediated under Hazardous Materials Lawsrectified such breach or potential breach, Tenant shall perform any required remediation promptly as the case may be, and in all events prior to surrendering possession will keep the Trustee, the Collateral Agent and Holders party hereto fully advised of the Property actions they intend to Landlordtake and have taken to rectify such breach or potential breach and the progress they are making in rectifying same. If any Requested Audit discloses The Majority Holder Designee, or if there is no Majority Holder Designee, the presence of Hazardous SubstancesApplicable Holders will be permitted to retain, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to for the extent caused by any account of the Indemnified Landlord PartiesCompany, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost services of a consultant to monitor the Requested Audit paid by Landlord to unrelated third partiesCompany’s or the applicable Material Subsidiary’s compliance with this Section 7.

Environmental Audit. Upon request by Landlord If at any time during the TermTerm of this Lease, prior to Tenant’s exercise of any renewal right and/or prior to including within fifteen (15) days after Tenant’s vacating of the PropertyPremises upon termination of this Lease or any extension thereof, Landlord Authority has reasonable cause to believe there are Pollution Conditions caused by Tenant on the Premises, then Authority at its reasonable sole discretion may require Tenant, at Tenant’s sole cost and expense shall (in an amount not to exceed $15,000.00), to have reasonable access to the Property for conducting performed an environmental audit from an environmental company of the Premises and such adjacent areas reasonably expected to be impacted by the Premises by a reputable firm chosen by Tenant and reasonably acceptable to LandlordAuthority. Said audit shall consist of such examinations, tests, inspections, samples, and reviews as Authority shall reasonably agree to be advisable. In the event that any such required environmental audit fails to discover any Pollution Condition caused by Tenant during this Lease which create new liability to Authority in excess of $25,000 for which Tenant is liable, then the cost of such audit shall be paid by Authority, and any amounts paid or owing by Tenant may be, at LandlordTenant’s cost and expenseelection, except credited against any Rent due under this Lease. Failure to conduct an Environmental Audit or to detect Pollution Conditions caused by Tenant’s operations if such audit is conducted shall in no fashion be intended as herein provided. In addition, if Landlord has a good faith and reasonable reason release of any liability for said Pollution Conditions subsequently determined to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Laws, 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 auditbe caused by, or if arising from, Tenant’s operation. To the extent provided for in this Lease, Tenant fails shall remain liable for any losses, claims, liabilities, damages, judgments and expenses, arising from or related to complete such audit within thirty (30) days following Landlord’s request, then Landlord may perform such audit (a “Requested Audit”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except Pollution Condition to the extent caused by any its operations at the Premises regardless of when such conditions are discovered and regardless of whether or not Authority conducts an Environmental Audit at the termination of the Indemnified Landlord Parties, to Lease. The obligations set forth in this clause shall survive the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession termination of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiesLease.

Environmental Audit. Upon request by Landlord If at any time during the TermTerm of this Lease, prior to Tenant’s exercise of any renewal right and/or prior to including within fifteen (15) days after Tenant’s vacating of the PropertyPremises upon termination of this Lease or any extension thereof, Landlord Authority has reasonable cause to believe there are Pollution Conditions caused by Tenant on the Premises, then Authority at its reasonable sole discretion may require Tenant, at Tenant’s sole cost and expense shall (in an amount not to exceed $15,000.00), to have reasonable access to the Property for conducting performed an environmental audit from an environmental company of the Premises and such adjacent areas reasonably expected to be impacted by the Premises by a reputable firm chosen by Tenant and reasonably acceptable to LandlordAuthority. Said audit shall consist of such examinations, tests, inspections, samples, and reviews as Authority shall reasonably agree to be advisable. In the event that any such required environmental audit fails to discover any Pollution Condition caused by Tenant during this Lease which create new liability to Authority in excess of $25,000 for which Tenant is liable, then the cost of such audit shall be paid by Authority, and any amounts paid or owing by Tenant may be, at LandlordTenant’s cost and expenseelection, except credited against any Rent due under this Lease. Failure to conduct an Environmental Audit or to detect Pollution Conditions caused by Tenant’s operations if such audit is conducted shall in no fashion be intended as herein provided. In addition, if Landlord has a good faith and reasonable reason release of any liability for said Pollution Conditions subsequently determined to believe that Hazardous Substances in violation of Hazardous Materials Laws exist at the Property, 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 Hazardous Materials Laws, 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 auditbe caused by, or if arising from, Tenant’s operation. To the extent provided for in this Lease, Tenant fails shall remain liable for any losses, claims, liabilities, damages, judgments and expenses, arising from or related to complete such audit within thirty (30) days following Landlord’s request, then Landlord may perform such audit (a “Requested Audit”). If any environmental audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except Pollution Condition to the extent caused by any its operations at the Premises regardless of when such conditions are discovered and regardless of whether or not Authority conducts an Environmental Audit at the termination of the Indemnified Landlord PartiesLease. Authority shall remain liable for any losses, claims, liabilities, damages, judgments and expenses arising from or related to the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events Pollution Condition existing prior to surrendering possession this Lease or otherwise not caused by Tenant. The obligations set forth in this clause shall survive the termination of the Property to Landlord. If any Requested Audit discloses the presence of Hazardous Substances, other than Known Existing Environmental Conditions, in violation of Hazardous Materials Laws, then, except to the extent caused by any of the Indemnified Landlord Parties, Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of the Requested Audit paid by Landlord to unrelated third partiesLease.