Common use of Preparation of Environmental Reports Clause in Contracts

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the Borrowers, a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any the Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any the Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the BorrowersBorrower, a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders, should the Required Lenders reasonably believe there has been a violation of any applicable Environmental Law, a material release or threatened release of Hazardous Materials, a threat to human health or the environment, an Event of Default or a material violation of any Environmental Permit, acting through the Administrative Agent, from time to time, provide to the Administrative Agent Lender Parties within 45 60 days after such request (if such Default is then continuing)request, at the expense of the Borrowers, a an environmental site assessment report regarding the matters which are the subject for any of its or its Subsidiaries’ Real Property Collateral described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Required Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines Required Lenders determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent Required Lenders, acting through the Collateral Agent, may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower the Borrowers hereby grants grant and agrees agree to cause any Restricted Subsidiary that owns or leases any property Real Property Collateral described in such request to grant at the Administrative Agenttime of such request to the Agents, the LendersLender Parties, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If Borrower shall, or shall cause the applicable Loan Party to, promptly deliver a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days Phase I environmental assessment report with respect to any Material Real Property acquired after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the Borrowers, a report regarding the matters which are the subject of such Default prepared by Restatement Date from an environmental consulting firm reasonably acceptable to the Administrative Agent. In addition, if the Administrative Agent and reasonably determines that a material risk exists with respect to any Material Real Property as a result of a release of any Hazardous Materials with respect to any existing Material Real Property, then, at the request of the Required Lenders from time to time, provide to the Lenders within 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its Material Real Properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of the Parent Borrower or any of the Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(f) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Parent Borrower shall provide to the Administrative Agent Lenders within 45 60 days after such request (if or such Default is then continuinglater date as the Administrative Agent may agree in its sole discretion), at the expense of the BorrowersParent Borrower, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersParent Borrower, and each the Parent Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive an irrevocable non‑exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Parent Borrower shall terminate at take all reasonable steps to obtain any such required government approvals. Each Loan Party will, and will cause each of its Subsidiaries to keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the earliest of (i) the date on which obligations or liability evidenced by such Default is cured or (ii) the date on which all Obligations have been paid Environmental Liens, in full and all Commitments shall have terminatedeach case, except as could not reasonably be expected to result in a Material Adverse Effect).

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Administrative Agent or the Required Lenders through from time to time following the Administrative Agentoccurrence and during the continuation of an Event of Default , provide to the Administrative Agent Lenders within 45 60 days after such request (or such longer period, if such Default is then continuing)any, as the Administrative Agent shall agree to in its sole discretion, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for any properties owned, leased or operated by it (subject to the matters terms of any lease or operating agreement as to which are the subject counterparty is not the Borrower, any Subsidiary thereof or any of their respective Affiliates) described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, response or remedial other corrective action in connection required under Law or by any Governmental Authority with competent jurisdiction to address any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If At the request of the Administrative Agent upon the occurrence and during the continuance of a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at upon the written request reasonable belief of the Required Lenders through or the Administrative AgentAgent that Hazardous Materials contamination of a nature or to an extent not set forth on Schedule 4.01(v), 4.01(w) or 4.01(x) hereto may be present on any property described in the Mortgages in a manner or condition that could reasonably be expected to have a Material Adverse Effect, provide to the Administrative Agent Lender Parties within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for any of its or its Subsidiaries' properties described in the matters which are the subject of such Default Mortgages, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines Required Lenders reasonably determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent Required Lenders may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request the Mortgages to grant at the Administrative Agenttime of such request, to the Agents, the LendersLender Parties, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate assessment at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full any reasonable time and all Commitments shall have terminatedupon reasonable prior notice.

Preparation of Environmental Reports. If Borrower shall, or shall cause the applicable Loan Party to, promptly deliver a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days Phase I environmental assessment report with respect to any Material Real Property acquired after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the Borrowers, a report regarding the matters which are the subject of such Default prepared by Closing Date from an environmental consulting firm reasonably acceptable to the Administrative Agent. In addition, if the Administrative Agent and reasonably determines that a material risk exists with respect to any Material Real Property as a result of a release of any Hazardous Materials with respect to any existing Material Real Property, then, at the request of the Required Lenders from time to time, provide to the Lenders within 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its Material Real Properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If At the request of the ------------------------------------ Administrative Agent upon the occurrence and during the continuance of a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at upon the written request reasonable belief of the Required Lenders through or the Administrative AgentAgent that Hazardous Materials contamination of a nature or to an extent not set forth on Schedule 4.01(v), 4.01(w) or 4.01(x) hereto may be present on any property described in the Mortgages in a manner or condition that could reasonably be expected to have a Material Adverse Effect, provide to the Administrative Agent Lender Parties within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for any of its or its Subsidiaries' properties described in the matters which are the subject of such Default Mortgages, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines Required Lenders reasonably determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent Required Lenders may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request the Mortgages to grant at the Administrative Agenttime of such request, to the Agents, the LendersLender Parties, such firm and any agents or representatives thereof a non-an irrevocable non- exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate assessment at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full any reasonable time and all Commitments shall have terminatedupon reasonable prior notice.

Preparation of Environmental Reports. If a Default caused by reason (a) Within sixty (60) days of a breach the date hereof, the Loan Parties shall deliver to the Administrative Agent American Society for Testing and Materials compliant 1527-05 Phase I environmental site assessment reports, dated January 2007 or later, with respect to each of Section 3.17 or Section 5.11 shall have occurred the Mortgaged Properties and be continuing for more than 20 days after (b) if at any time the Required Lenders reasonably believe that the Borrower or has materially breached any Restricted Subsidiary has actual knowledge provision of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely this Agreement relating to cure such Defaultenvironmental matters, at the written request of the Required Lenders through Lenders, which shall specify in reasonable detail the Administrative Agentbasis for such request, provide to the Administrative Agent within 45 days Lenders promptly after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which or other appropriate report for any properties described in such request (it being understood that such request shall relate to such properties that are the subject of relevant to such Default material breach or material loss), prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials such breach and the estimated cost of any compliance compliance, removal or remedial action in connection with curing such Defaultbreach; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may may, 30 days after written notice to the Borrower of such determination, retain Terremark Worldwide, Inc. — Credit Agreement an environmental consulting firm to prepare such report at the reasonable expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to provide and cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive licensethereof, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any theany Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any theany Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the BorrowersBorrowerBorrowers, a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrowerBorrowers, and each theeach Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason (a) Within sixty (60) days of a breach the date hereof, the Loan Parties shall deliver to the Administrative Agent American Society for Testing and Materials compliant 1527-05 Phase I environmental site assessment reports, dated January 2007 or later, with respect to each of Section 3.17 or Section 5.11 shall have occurred the Mortgaged Properties and be continuing for more than 20 days after (b) if at any time the Required Lenders reasonably believe that the Borrower or has materially breached any Restricted Subsidiary has actual knowledge provision of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely this Agreement relating to cure such Defaultenvironmental matters, at the written request of the Required Lenders through Lenders, which shall specify in reasonable detail the Administrative Agentbasis for such request, provide to the Administrative Agent within 45 days Lenders promptly after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which or other appropriate report for any properties described in such request (it being understood that such request shall relate to such properties that are the subject of relevant to such Default material breach or material loss), prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and the Initial Lenders, indicating the presence or absence of Hazardous Materials such breach and the estimated cost of any compliance compliance, removal or remedial action in connection with curing such Defaultbreach; without limiting the generality of the foregoing, if the Administrative Agent determines Initial Lenders reasonably determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may or the Initial Lenders may, 30 days after written notice to the Borrower of such determination, retain an environmental consulting firm to prepare such report at the reasonable expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to provide and cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive licensethereof, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative AgentAgent from time to time, provide to the Administrative Agent within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which are the subject for all of its and its Subsidiaries’ properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that which owns or leases any property described in such request to grant at the time of such request, to the Administrative Agent, the LendersLender Parties, such firm and any agents or representatives thereof a non-exclusive licensethe rights, subject to the rights of tenants or necessary consent of landlordsupon reasonable notice and during normal business hours, to enter onto their respective properties in order to undertake perform such an assessment; provided that any action taken by the Administrative Agent pursuant to this provision or otherwise under this Agreement pertaining to the environmental activities of the Borrower or any of its Subsidiaries shall not be construed to render the Administrative Agent liable for the conditions of any such property or responsible for any obligations of the Borrower or any other Person as against any governmental agency or any other Person. Such license shall terminate at For the earliest avoidance of (i) doubt, the date on which such Default is cured Borrower disclaims any obligation to indemnify any Indemnified Party for claims of third parties arising out of the gross negligence or (ii) willful misconduct of any of the date on which all Obligations have been paid Lender Parties, any environmental consulting firm retained by any of them or their respective agents or representatives in full and all Commitments shall have terminatedconnection with any entry by any of them onto the property of the Borrower or any Subsidiary pursuant to this Section 6.01(g).

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through Administrative Agent or the Administrative AgentCollateral Agent from time to time on account of a material environmental condition relating to any of the properties described in the Mortgages or during the continuance of an Event of Default, but in any event no more than once during any year, provide to the Administrative Agent Lender Parties within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for any of its or its Restricted Subsidiaries’ properties described in the matters which are the subject of such Default Mortgages, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and or the Collateral Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent or the Collateral Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent or the Collateral Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in the Mortgages to grant at the time of such request to grant the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants and to the requirement that business operations not be substantially impaired or necessary consent of landlordslimited, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the ------------------------------------ Administrative Agent and the Required Lenders through the Administrative Agentfrom time to time, provide to the Administrative Agent Lenders within 45 90 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for all of the matters which are the subject of Loan Parties' properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and the Required Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without provided that the Borrower may satisfy the foregoing obligations by -------- providing the Administrative Agent and the Required Lenders with a copy of an environmental site assessment report prepared by an independent environmental consulting firm within three years prior to such request unless a Loan Party knows or has reason to know that a new condition has occurred or that an existing condition has materially adversely changed. Without limiting the generality of the foregoing, if the Administrative Agent determines or the Required Lenders determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent or the Required Lenders may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause Holdings or any Restricted Subsidiary that which owns or leases any property described in such request to grant at the time of such request, to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-an irrevocable non- exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If At the request of the Required Lenders from time to time, but no more than one time for any property during the term of this Agreement (unless (i) a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower continuing, during which time no limitation shall apply or (ii) the Applicable Administrative Agent has a reasonable belief that Holdings or any Restricted Subsidiary of its Subsidiaries is in material violation of Environmental Law or there has actual knowledge been a material Release of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, Hazardous Materials at the written request of the Required Lenders through the Administrative Agent, a facility) provide to the Administrative Agent Lenders within 45 sixty (60) days after such request (if such Default is then continuing)request, at the expense of the Borrowers, a written environmental site assessment report regarding the matters which are the subject for any of its properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Applicable Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Applicable Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Applicable Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property described in such request to grant at the time of such request to the Applicable Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, during normal business hours to enter onto their respective properties to undertake such an assessment. Such license shall terminate Each Borrower agrees to cooperate in connection with the preparation of such Environmental Report, including without limitation, providing all reasonably requested information and making knowledgeable officers, employees or property managers available for interview at reasonable times and locations in a manner that does not materially hinder the earliest normal operations of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedLoan Parties.

Preparation of Environmental Reports. If At the request of the Administrative Agent upon the occurrence and during the continuance of a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at upon the written request reasonable belief of the Required Lenders through or the Administrative AgentAgent that Hazardous Materials contamination of a nature or to an extent not set forth on Schedule 4.01(v), 4.01(w) or 4.01(x) hereto may be present on any property described in the Mortgages in a manner or condition that could reasonably be expected to have a Material Adverse Effect, provide to the Administrative Agent Lender Parties within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for any of its or its Subsidiaries' properties described in the matters which are the subject of such Default Mortgages, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the 130 foregoing, if the Administrative Agent determines Required Lenders reasonably determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent Required Lenders may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request the Mortgages to grant at the Administrative Agenttime of such request, to the Agents, the LendersUnder Parties, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate assessment at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full any reasonable time and all Commitments shall have terminatedupon reasonable prior notice.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the Borrowers, a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.. 108

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Administrative Agent at the following times: (i) upon the occurrence and continuance of an Event of Default, (ii) upon the acquisition of real property by any Loan Party or any of its Subsidiaries and (iii) at any time when the Lenders through have reason to believe that a condition exists or an event has occurred with respect to any properties owned or operated by the Administrative AgentLoan Parties and their Subsidiaries that may result in material liability, provide to the Administrative Agent Lender Parties within 45 90 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a Phase I environmental site assessment report regarding the matters which are the subject for any of its or its Subsidiaries' owned properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and (and, if based upon the recommendation of such environmental consulting firm, a Phase II environmental site assessment report) indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, upon at least 10 days' written notice to the Borrower, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each Borrower such Loan Party hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request, to the Administrative Agent or to any Lender Party who makes such request through the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. (a) If a Default caused by reason of a breach of Section 3.17 5.09 or Section 5.11 6.13 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at (b) in the written request of event the Required Lenders through the Administrative Agentreasonably believe, in good faith, that a violation of applicable Environmental Law or a recognized environmental condition may exist, or a release of Hazardous Materials may have occurred, Borrower shall provide to the Administrative Agent Lenders within 45 90 days after such receiving a written request (if such Default is then continuing)therefor, at the expense of the BorrowersBorrower, a so-called Phase I environmental site assessment report regarding the matters which are the subject for any of its properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each Borrower Loan Party hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license It is understood and agreed that to the extent any such Phase I environmental site assessment report shall terminate reasonably recommend additional environmental assessments, such assessments shall be conducted as soon as practical by the Borrower, at the earliest expense of (i) the date on which Borrower, or, absent such Default is cured or (ii) action by the date on which all Obligations have been paid Borrower, by the Administrative Agent in full and all Commitments shall have terminatedsame manner contemplated above.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of ------------------------------------ the Required Lenders through the Administrative AgentAgent from time to time, provide to the Administrative Agent within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersLessee, a an environmental site assessment report regarding the matters which are the subject for all of its and its Subsidiaries' properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials Substances and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Substances on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersLessee, and each Borrower Lessee hereby grants and agrees to cause any Restricted Subsidiary that which owns or leases any property described in such request to grant at the Administrative time of such request, to the Agent, the LendersFinancing Parties, such firm and any agents or representatives thereof a non-exclusive licensethe rights, subject to the rights of tenants or necessary consent of landlordsupon reasonable notice and during normal business hours, to enter onto their respective properties in order to undertake perform such an assessment; provided that any action taken by the Agent pursuant to this provision or otherwise under this Lease pertaining to the environmental activities of Lessee or any of its Subsidiaries shall not be construed to render the Agent liable for the conditions of any such property or responsible for any obligations of Lessee or any other Person as against any governmental agency or any other Person. Such license shall terminate at For the earliest avoidance of (i) doubt, Lessee disclaims any obligation to indemnify any Indemnified Party for claims of third parties arising out of the date on which such Default is cured gross negligence or (ii) willful misconduct of any of the date on which all Obligations have been paid Financing Parties, any environmental consulting firm retained by any of them or their respective agents or representatives in full and all Commitments shall have terminatedconnection with any entry by any of them onto the property of Lessee or any Subsidiary pursuant to this Section 28.2(g).

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the ------------------------------------- Administrative Agent and the Required Lenders through the Administrative Agentfrom time to time, provide to the Administrative Agent Lenders within 45 90 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower (to the extent not prohibited or limited by applicable law and, a if prohibited or limited by applicable law, then at the expense (to the extent not recoverable from the Borrower) of any one or more of the other Loan Parties designated by the Administrative Agent), an environmental site assessment report regarding for all of the matters which are the subject of Loan Parties' properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and the Required Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without provided that the Borrower -------- ---- may satisfy the foregoing obligations by providing the Administrative Agent and the Required Lenders with a copy of an environmental site assessment report prepared by an independent environmental consulting firm within three years prior to such request unless a Loan Party knows or has reason to know that a new condition has occurred or that an existing condition has materially adversely changed. Without limiting the generality of the foregoing, if the Administrative Agent determines or the Required Lenders determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent or the Required Lenders may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower (to the extent not prohibited or limited by applicable law, and, if prohibited or limited by applicable law, then at the expense (to the extent not recoverable from the Borrower) of any one or more of the other Loan Parties designated by the Administrative Agent), and each Borrower Loan Party hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in grant at the time of such request request, to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of the Parent Borrower or any of the Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(f) or in or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrowers shall provide to the Administrative Agent Lenders within 45 60 days after such request (if or such Default is then continuinglater date as the Administrative Agent may agree in its sole discretion), at the expense of the Borrowers, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrowers shall terminate at take all reasonable steps to obtain any such required government approvals. Each Loan Party will, and will cause each of its Subsidiaries to keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the earliest of (i) the date on which obligations or liability evidenced by such Default is cured or (ii) the date on which all Obligations have been paid Environmental Liens, in full and all Commitments shall have terminatedeach case, except as could not reasonably be expected to result in a Material Adverse Effect.

Preparation of Environmental Reports. If At the request of the Required Lenders based on a reasonable belief that a Hazardous Material release not otherwise identified on Schedule 5.09 has occurred at any property owned or operated by any Loan Party, which condition could reasonably be expected to have a Material Adverse Effect, but no more than one time for any property during the term of this Agreement unless a subsequent Hazardous Material release or incident occurs, provide to the Lenders within 60 days after such request (unless a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Defaultcontinuing, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuingduring which time no limitation shall apply), at the expense of the Borrowers, a written environmental site assessment report regarding the matters which are the subject for any of its properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials in excess of remedial standards under Environmental Laws and the estimated cost of any compliance compliance, removal or remedial action required under Environmental Laws in connection with any such DefaultHazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may may, after providing Borrowers 30 days prior written notice and an opportunity to cure, retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordslandlords and tenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(h) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower shall provide to the Administrative Agent Lenders within 45 sixty days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive an irrevocable non‑exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrower shall terminate at the earliest of (i) the date on which take all reasonable steps to obtain any such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedrequired government approvals.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of the Parent Borrower or any of the Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(f) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrowers shall provide to the Administrative Agent Lenders within 45 60 days after such request (if or such Default is then continuinglater date as the Administrative Agent may agree in its sole discretion), at the expense of the Borrowers, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive an irrevocable non‑exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrowers shall terminate at take all reasonable steps to obtain any such required government approvals. Each Loan Party will, and will cause each of its Subsidiaries to keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the earliest of (i) the date on which obligations or liability evidenced by such Default is cured or (ii) the date on which all Obligations have been paid Environmental Liens, in full and all Commitments shall have terminatedeach case, except as could not reasonably be expected to result in a Material Adverse Effect).

Preparation of Environmental Reports. If a Default caused by reason At the request of the Administrative Agent at the following times: (i) upon the occurrence and during the continuance of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at (ii) upon the written request reasonable belief of the Required Lenders through or the Administrative AgentAgent that Hazardous Materials contamination may be present on a property of a Loan Party or any of its Subsidiaries and (iii) in addition to the times referred to in clauses (i) and (ii) above, once a year during the term of this Agreement, provide to the Administrative Agent Lenders within 45 120 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for all of the matters which are Borrower's, the subject of Guarantor's and their Subsidiaries' properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each of the Borrower and the Guarantor hereby grants and agrees to cause any Restricted Subsidiary that which owns or leases any property described in such the request to grant at the time of such request, to the Administrative Agent, the Co-Agents, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate assessment at reasonable times and in such a manner as will not materially interfere with the earliest use of (i) any such property by the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full owner and all Commitments shall have terminatedtenant.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(h) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower shall provide to the Administrative Agent Lenders within 45 sixty days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive an irrevocable non‑exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrower shall terminate at the earliest of (i) the date on which take all reasonable steps to obtain any such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedrequired government approvals.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through from time to time following a determination by the Administrative AgentRequired Lenders that there exists potential 105 liability or responsibility of a Loan Party for a violation of any Environmental Law with respect to an Unencumbered Property or material risk of such potential liability or responsibility, provide to the Administrative Agent Lenders within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, an environmental site assessment complying with ASTM guidelines (an “ESA”) for any Unencumbered Property owned, leased or operated by a report regarding the matters which are the subject of Loan Party described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, response or remedial other corrective action in connection to address any Hazardous Materials on such Unencumbered Properties, together with a letter from such Defaultenvironmental consultant permitting the Administrative Agent and the Lenders to rely on such ESA as if addressed to and prepared for each of them; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report ESA will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report an ESA at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property Unencumbered Property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license In the absence of a Default, the Borrowers shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatednot be required to pay for more than one ESA per Unencumbered Property per year.

Preparation of Environmental Reports. If From time to time as the ------------------------------------ Administrative Agent may reasonably request as a Default caused result of changes in law or other relevant circumstances identified with reasonable specificity by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, the Company shall provide to the Administrative Agent within 45 days Lenders as soon as practicable after such request (if such Default is then continuing)request, at the expense of the BorrowersCompany, a an environmental site assessment report regarding of any of the matters which are United States Real Estate owned or operated by the subject of Obligors described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials Substances and the estimated potential order of magnitude cost of any compliance compliance, removal or remedial action in connection with any Hazardous Substances on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent Agent, upon reasonable notice to the Obligors may retain an environmental consulting firm to prepare such report at the expense of the BorrowersCompany, and each Borrower the Company hereby grants and agrees to cause any Restricted Subsidiary that which owns or leases any property Real Estate described in such request to grant at the Administrative Agenttime of such request, to the Agents, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlordsand other third parties, to enter onto their respective properties to undertake such an assessment. Such license At the request of the Obligors, the Administrative Agent shall terminate at provide a copy of any report of such an assessment to the earliest Obligors. The Administrative Agent shall not disclose the contents or existence of any such report to third parties other than participants and Eligible Assignees who agree to be bound by the confidentiality provisions of this (i) S)9.16 unless the date on which Administrative Agent is required by law or legal process to disclose such Default is cured reports or (ii) reasonably deem it necessary or appropriate to disclose the date on which all Obligations have been paid contents of such reports in full connection with the enforcement of the Lenders' rights and all Commitments shall have terminatedremedies under the Loan Documents.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request ------------------------------------ of the Required Lenders through the Administrative AgentAgent from time to time, provide to the Administrative Agent within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which are the subject for all of its and its Subsidiaries' properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that which owns or leases any property described in such request to grant at the time of such request, to the Administrative Agent, the LendersLender Parties, such firm and any agents or representatives thereof a non-exclusive licensethe rights, subject to the rights of tenants or necessary consent of landlordsupon reasonable notice and during normal business hours, to enter onto their respective properties in order to undertake perform such an assessment; provided that -------- any action taken by the Administrative Agent pursuant to this provision or otherwise under this Agreement pertaining to the environmental activities of the Borrower or any of its Subsidiaries shall not be construed to render the Administrative Agent liable for the conditions of any such property or responsible for any obligations of the Borrower or any other Person as against any governmental agency or any other Person. Such license shall terminate at For the earliest avoidance of (i) doubt, the date on which such Default is cured Borrower disclaims any obligation to indemnify any Indemnified Party for claims of third parties arising out of the gross negligence or (ii) willful misconduct of any of the date on which all Obligations have been paid Lender Parties, any environmental consulting firm retained by any of them or their respective agents or representatives in full and all Commitments shall have terminatedconnection with any entry by any of them onto the property of the Borrower or any Subsidiary pursuant to this Section 6.01(g).

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through from time to time following a determination by the Administrative AgentRequired Lenders that there exists potential liability or responsibility of a Loan Party for a violation of any Environmental Law with respect to an Unencumbered Property or material risk of such potential liability or responsibility, provide to the Administrative Agent Lenders within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, an environmental site assessment complying with ASTM guidelines (an “ESA”) for any Unencumbered Property owned, leased or operated by a report regarding the matters which are the subject of Loan Party described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, response or remedial other corrective action in connection to address any Hazardous Materials on such Unencumbered Properties, together with a letter from such Defaultenvironmental consultant permitting the Administrative Agent and the Lenders to rely on such ESA as if addressed to and prepared for each of them; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report ESA will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report an ESA at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property Unencumbered Property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license In the absence of a Default, the BorrowersBorrower shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatednot be required to pay for more than one ESA per Unencumbered Property per year.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of the Parent Borrower or any of the Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 5.02(f) or in or Section 5.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrowers shall provide to the Administrative Agent Lenders within 45 60 days after such request (if or such Default is then continuinglater date as the Administrative Agent may agree in its sole discretion), at the expense of the Borrowers, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such DefaultDB1/ 131320059.16 properties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrowers shall terminate at take all reasonable steps to obtain any such required government approvals. Each Loan Party will, and will cause each of its Subsidiaries to keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the earliest of (i) the date on which obligations or liability evidenced by such Default is cured or (ii) the date on which all Obligations have been paid Environmental Liens, in full and all Commitments shall have terminatedeach case, except as could not reasonably be expected to result in a Material Adverse Effect.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Administrative Agent or the Required Lenders through from time to time following the Administrative Agentoccurrence and during the continuation of an Event of Default , provide to the Administrative Agent Lenders within 45 60 days after such request (or such longer period, if such Default is then continuing)any, as the Administrative Agent shall agree to in its sole discretion, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding for any properties owned, leased or operated by it (subject to the matters terms of any lease or operating agreement as to which are the subject counterparty is not Holdings, any Subsidiary thereof or any of their respective Affiliates) described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, response or remedial other corrective action in connection required under Law or by any Governmental Authority with competent jurisdiction to address any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each of Holdings and the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written reasonable request of the Required Lenders through from time to time upon a violation by any Loan Party or any of its Subsidiaries of Environmental Law, or the Administrative Agentoccurrence or discovery (including, without limitation, from a report delivered pursuant to Section 5.01(j)(vi)) of any other fact, circumstance, event, act or condition that could result in the liability of any Loan Party or any of its Subsidiaries under Environmental Law, that, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, provide to the Administrative Agent Lender Parties within 45 90 days after such request (if such Default is then continuing)request, at the expense of the BorrowersDomestic Borrower, a an environmental site assessment report regarding the matters which are the subject for any of its or its Subsidiaries' properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Required Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action Remedial Action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will is not be provided within the time referred to above, the Administrative Agent Required Lenders may retain an environmental consulting firm reasonably acceptable to Domestic Borrower to prepare such report at the expense of the BorrowersDomestic Borrower, and each the Domestic Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the Administrative Agenttime of such request to the Agents, the LendersLender Parties, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of assessment during reasonable business hours (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedafter giving reasonable prior notice to Domestic Borrower).

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of the Parent Borrower or any of the Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(f) or in or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrowers shall provide to the Administrative Agent Lenders within 45 60 days after such request (if or such Default is then continuinglater date as the Administrative Agent may agree in its sole discretion), at the expense of the Borrowers, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrowers shall terminate at take all reasonable steps to obtain any such required 118 government approvals. Each Loan Party will, and will cause each of its Subsidiaries to keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the earliest of (i) the date on which obligations or liability evidenced by such Default is cured or (ii) the date on which all Obligations have been paid Environmental Liens, in full and all Commitments shall have terminatedeach case, except as could not reasonably be expected to result in a Material Adverse Effect).

Preparation of Environmental Reports. If At the request of the Required Lenders from time to time, but no more than one time for any property during the term of this Agreement (unless (i) a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower continuing, during which time no limitation shall apply or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to (ii) the Administrative Agent has a reasonable belief that Holdings or any of its Subsidiaries is in material violation of Environmental Law or there has been a material Release of Hazardous Materials at a facility) provide to 117 US-DOCS\70212156.16 the Lenders within 45 sixty (60) days after such request (if such Default is then continuing)request, at the expense of the Borrowers, a written environmental site assessment report regarding the matters which are the subject for any of its properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, during normal business hours to enter onto their respective properties to undertake such an assessment. Such license shall terminate Each Borrower agrees to cooperate in connection with the preparation of such Environmental Report, including without limitation, providing all reasonably requested information and making knowledgeable officers, employees or property managers available for interview at reasonable times and locations in a manner that does not materially hinder the earliest normal operations of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedLoan Parties.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower the Company or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower the Company or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders DIP Creditors through the Co-Administrative AgentAgents, provide to the Co-Administrative Agent Agents within 45 days after such request (if such Default is then continuing), at the expense of the BorrowersCompany, a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Co-Administrative Agent Agents and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Co-Administrative Agent Agents determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Co-Administrative Agent Agents may retain an environmental consulting firm to prepare such report at the expense of the BorrowersCompany, and each Borrower the Company hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant the Co-Administrative AgentAgents, the LendersDIP Creditors, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If At the request of the ------------------------------------ Agent at the following times: (i) upon the occurrence and during the continuance of an Event of Default, (ii) upon the acquisition of real property by any Loan Party or any of its Subsidiaries (in which case the Agent's request shall be limited to the real property being acquired) and (iii) at any time when the Lender Parties have reason to believe that a Default caused condition exists or an event has occurred with respect to any properties owned or operated by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any the Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without that may result in material liability pursuant to any Borrower or any Restricted Subsidiary commencing activities reasonably likely Environmental Law, use commercially reasonable efforts to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent Lender Parties within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a Phase I environmental site assessment report regarding for any of its or its Subsidiaries' properties described in such request which, if requested by the matters which are the subject of such Default Required Lenders, may present significant liability or potential liability pursuant to an Environmental Law, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and (and, if based upon the recommendation of such environmental consulting firm, a Phase II environmental site assessment report) indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time period referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each of the Borrower and the Parent Guarantor hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the Administrative time of such request, to the Agent, the LendersLender Parties, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If At the request of the Required Lenders from time to time, but no more than one time for any property during the term of this Agreement (unless (i) a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower continuing, during which time no limitation shall apply or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to (ii) the Administrative Agent has a reasonable belief that Holdings or any of its Subsidiaries is in material violation of Environmental Law or there has been a material Release of Hazardous Materials at a facility) provide to 117 US-DOCS\70212156.13 the Lenders within 45 sixty (60) days after such request (if such Default is then continuing)request, at the expense of the Borrowers, a written environmental site assessment report regarding the matters which are the subject for any of its properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, during normal business hours to enter onto their respective properties to undertake such an assessment. Such license shall terminate Each Borrower agrees to cooperate in connection with the preparation of such Environmental Report, including without limitation, providing all reasonably requested information and making knowledgeable officers, employees or property managers available for interview at reasonable times and locations in a manner that does not materially hinder the earliest normal operations of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedLoan Parties.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its 106 Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(h) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower shall provide to the Administrative Agent Lenders within 45 sixty days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrower shall terminate at the earliest of (i) the date on which take all reasonable steps to obtain any such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedrequired government approvals.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through the Administrative Agent, reasonably promptly after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its Subsidiaries incurring any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(h) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower shall provide to the Administrative Agent Lenders within 45 sixty days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, an environmental site assessment report of a report regarding scope that is reasonable under the matters which circumstances for any of its properties described in such request that are the subject of matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating Agent, indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant reasonable access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessmentassessment subject to government approvals, if such approvals are required. Such license The Borrower shall terminate at the earliest of (i) the date on which take all reasonable steps to obtain any such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminatedrequired government approvals.

Preparation of Environmental Reports. If At the request of the Required Lenders based on a reasonable belief that a Hazardous Material release not otherwise identified on Schedule 5.09 has occurred at any property owned or operated by any Loan Party, which condition could reasonably be expected to have a Material Adverse Effect, but no more than one time for any property during the term of this Agreement unless a subsequent Hazardous Material release or incident occurs, provide to the Lenders within 60 days after such request (unless a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Defaultcontinuing, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuingduring which time no limitation shall apply), at the expense of the Borrowers, a written environmental site assessment report regarding the matters which are the subject for any of its properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Required Lenders, indicating the presence or absence of Hazardous Materials in excess of remedial standards under Environmental Laws and the estimated cost of any compliance compliance, removal or remedial action required under Environmental Laws in connection with any such DefaultHazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines Required Lenders determine at any time that a material risk exists that any such report will not be provided within the time referred to above, then the Required Lenders may direct the Administrative Agent may Agent, after providing Borrowers 30 days’ prior written notice and an opportunity to cure, to retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary of its Subsidiaries that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordslandlords and tenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through from time to time, but no more than one time for any real property owned, leased or operated by any Loan Party or its Subsidiaries during the Administrative Agentterm of this Agreement (any such real property, an “Assessment Property”) (unless a Default shall have occurred and be continuing, during which time no such limitation shall apply) provide to the Administrative Agent Lenders within 45 90 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a written environmental site assessment report regarding the matters which are the subject for any of such Default real properties described in such request, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the Administrative Agent and indicating (which acceptance shall not be unreasonably withheld or delayed), reasonably investigating the presence or absence of Hazardous Materials and the estimated reasonable cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultreal properties to the extent required by Environmental Law (the “Cost Estimate”); without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided to the Lenders within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any real property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective real properties to undertake such an assessment at reasonable times and with reasonable advance notice, provided that the Administrative Agent shall request the environmental consulting firm to carry levels of insurance, if any, as may be customary for the performance of such assessment. Such license In determining the Cost Estimate, the Borrower’s or the Administrative Agent’s environmental consulting firm shall terminate at reasonably take into account the earliest existing use of (i) the date Assessment Property and the potential use of institutional controls to address the Hazardous Materials on which such Default is cured or (ii) the date Assessment Property and the availability of risk-based approaches to address any Hazardous Materials on which all Obligations have been paid in full and all Commitments shall have terminatedthe Assessment Property.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if such Default is then continuing), at the expense of the Borrowers, a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.. 110

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through Administrative Agent from time to time and upon the Administrative Agentoccurrence and during the continuance of an Event of Default, provide to the Administrative Agent Lenders within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which are the subject for any of its or its Subsidiaries’ properties described in such Default request, prepared by an environmental consulting firm ​ ​ 116 Alliance Coal, LLC ​ Credit Agreement ​ ​ reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines in its good faith and reasonable judgment at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may may, after written notice to the Borrower, retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, unless the Borrower shall have given adequate assurances reasonably acceptable to the Administrative Agent within three Business Days of such notice that such a report will be delivered within such 60-day period, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall have terminated.

Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11 shall have occurred and be continuing for more than 20 days after any Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without any Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at At the written request of the Required Lenders through Administrative Agent from time to time and upon the Administrative Agentoccurrence and during the continuance of an Event of Default, provide to the Administrative Agent Lenders within 45 60 days after such request (if such Default is then continuing)request, at the expense of the BorrowersBorrower, a an environmental site assessment report regarding the matters which are the subject for any of its or its Subsidiaries’ properties described in such Default request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance compliance, removal or remedial action in connection with any Hazardous Materials on such Defaultproperties; without limiting the generality of the foregoing, if the Administrative Agent determines in its good faith and reasonable judgment at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may may, after written notice to the Borrower, retain an environmental consulting firm to prepare such report at the expense of the BorrowersBorrower, unless the Borrower shall have given adequate assurances reasonably acceptable to the Administrative Agent within three Business Days of such notice that such a report will be delivered within such 60-day period, and each the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlordstenants, to enter onto their respective properties to undertake such an assessment. Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which all Obligations have been paid in full Alliance Resource Third Amended and all Commitments shall have terminated.Restated Credit Agreement