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Applicable Laws and Governmental Authorizations and no consents are required to be obtained by Seller from any Governmental Authority or any third party in order to consummate the Purchase. To the best of Seller's knowledge, all improvements of Seller on the Site are in compliance with applicable zoning, NEPA, FCC, FAA, the National Historic Preservation Act and any related or similar state laws and land use laws. No consent, approval or authorization of, or registration or filing with any Person (each, a "Third Party Consent") is required to be obtained in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. f. Tower. Purchaser has the rights to inspect and investigate as set forth in Section 3 above. SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE STRUCTURAL INTEGRITY OF THE TOWER. g. Tower Cash Flow, Tower Revenue. The Tower Cash Flow with respect to the Tower is equal .to or greater than the TCF Threshold as of the Closing Date. h. Broker or Finder. Except for SteepSteel, the fees and commission of which shall be paid at Seller's sole cost and expense, no agent, broker, investment banker or other entity engaged by or on behalf of Seller or any of its Affiliates is or will be entitled to a fee or commission in connection with the Purchase. i. Environmental Matters. Seller has not entered into or received any consent decree, compliance order or administrative order issued pursuant to any Environmental Health and Safety Requirements and Seller is not a party in interest with respect to any judgment, order, writ, injunction or decree issued pursuant to any Environmental Health and Safety Requirements. To the best of Seller's knowledge, Seller is in compliance with, and has all permits required by, all Environmental Health and Safety Requirements. Seller is not the subject of or, to its knowledge, threatened with any legal action involving a demand for damages or other potential liability with respect to violations or breaches of any Environmental Health and Safety Requirements or Environmental Permits relating to its ownership or operation of the Tower Assets. j. No Third Party Rights. No Person other than Purchaser by reason of this Agreement has any contractual or other right of first refusal or any other right or option to acquire the Tower Assets or any portion thereof, including through any merger, consolidation, liquidation, dissolution or other reorganization. k. Accounts Receivable. A third party is collecting accounts receivable and as such, Seller is unaware of the status of accounts receivable relating to any Tenant Lease (the "Accounts Receivable"). The representations and warranties above shall survive the Closing and shall remain operative and in full force and effect for a period of thirty-six (36) months after the Closing Date other than Section 7(a) that shall survive indefinitely. 9. Conduct of Business by Seller Pending the Closing. After the Effective Date and prior to the Closing Date, Seller shall own and operate the Tower Assets in the ordinary course of business which shall include, without limitation, (i) keeping each of the Tower Assets free of debris and excessive vegetation, and in good commercial working order; (ii) not selling, disposing of or otherwise transferring the Site; and (iii) maintaining with insurance on the Tower Assets in such amounts as are consistent with past practice. In addition, Seller shall not enter into, cancel, modify, alter, amend, consent to the assignment of or terminate any contracts, leases, arrangements, understandings or agreements that will affect any of the Tower Assets. -6-