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"Hazardous Substance" shall mean any substance that is deemed by any Environmental Health and
<br />Safety Requirements to be "hazardous," "toxic," a "contaminant" or "waste" or is otherwise regulated by any
<br />Environmental Health and Safety Requirements.
<br />"Included Tenant Agreement" means a Tenant Lease that meets all of the following criteria as of
<br />the Closing Date: (a) the Seller has a valid landlord's, lessor's or licensor's interest under such Tenant Lease,
<br />(b) that is executed in writing and in full force and effect in all material respects, (c) that has not expired and
<br />will not expire within three (3) months from the date hereof in accordance with its terms, (d) is not on a
<br />"month-to-month" term, (e) the Tenant thereunder is not currently involved in a bankruptcy proceeding (f)
<br />that has not otherwise been terminated (and Seller shall not have received any notice of termination), (g)
<br />which has Commenced and (h) with respect to which there are no material default on the part of any Seller or
<br />the tenant thereunder, including, without limitation, any monetary default by such tenant for greater than
<br />sixty (60) days.
<br />"Intangible Personal Propertv" shall mean any development rights, documents, technical matters
<br />and work product relating to the Property, including any Permits, environmental studies, construction,
<br />engineering, architectural, landscaping, or other plans or drawings related to the Property and any surveys,
<br />Maps, site plans, plats and other graphics relating to the Property.
<br />"Lien" shall mean any of the following: mortgage; lien (statutory or other); or other security
<br />agreement, arrangement or interest; pledge; assignment; charge; attachment; garnishment; encumbrance
<br />(including any easement, exception, reservation or limitation, right of way, and the like); conditional sale;
<br />title retention; preemptive or similar right; any financing lease; the filing of any financing statement under
<br />the Uniform Commercial Code or comparable law of any jurisdiction; restriction on sale, transfer,
<br />assignment, disposition or other alienation; or any option, equity, claim or right of or obligation to, any other
<br />Person, of whatever kind and character.
<br />"Material Adverse Change or Material Adverse Effect" means a change, event or occurrence that,
<br />individually or together with any other change(s), event(s) or occurrence(s), has had or would be reasonably
<br />expected to have a material adverse change or effect on the cash flow position or results of operations of
<br />Seller or the Purchaser or the Tower Assets, as applicable.
<br />"NEPA" means the National Environmental Policy Act of 1969, as amended.
<br />"Permits" shall mean all permits, licenses, authorizations, certificates of occupancy, certificates of
<br />completions, variances and similar approvals of any Governmental Authority having jurisdiction over the
<br />Tower Site.
<br />"Person" means any natural individual or any entity.
<br />"Seller's Knowledge" shall mean the (a0 actual knowledge of (i) officers of the Seller and (ii)
<br />employees of any of the Seller whose primary responsibility is the subject matter about which the relevant
<br />matter relates and (b) the knowledge that each such person reasonably should possess if he or she has properly
<br />discharged his or her duties.
<br />"Tax", shall mean, with respect to any Person, (a) all taxes, including without limitation any income
<br />(net, gross or other including recapture of any tax items such as investment tax credits), alternative or add-on
<br />minimum tax, gross income, gross receipts, gains, sales, use, leasing, lease, user, ad valorem, transfer,
<br />recording, franchise, profits, property, fuel, license, withholding on amounts paid to or by such Person, payroll,
<br />employment, unemployment, social security, excise, severance, stamp, occupation, custom, duty or other tax,
<br />or other like assessment or charge of any kind whatsoever, together with any interest, levies, assessments,
<br />charges, penalties, additions to tax or additional amount imposed by any Authority, (b) any joint or several
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