Common use of Preparation of Environmental Reports Clause in Contracts

Preparation of Environmental Reports. At the request of the Administrative Agent 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 Lenders within sixty days after such request, at the expense of the Borrower, an environmental site assessment report for any of its 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, removal or remedial action in connection with any Hazardous 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 retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvals.

Preparation of Environmental Reports. At the request of the Administrative Agent after Required Lenders from time to time following a determination by the Administrative Agent shall have obtained knowledge Required Lenders that there exists potential liability or responsibility of a Loan Party for a violation of any circumstances that has the reasonable likelihood Environmental Law with respect to an Unencumbered Property or material risk of Borrower such potential liability 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 SECresponsibility, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report complying with ASTM guidelines (an “ESA”) for any of its properties Unencumbered Property owned, leased or operated by a Loan Party described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal response or remedial other corrective action in connection with to address any Hazardous Materials on such propertiesUnencumbered Properties, together with a letter from such environmental 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns or leases any property Unencumbered Property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject assessment. In the absence of a Default, the Borrowers shall not be required to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalspay for more than one ESA per Unencumbered Property per year.

Preparation of Environmental Reports. At 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 after Agent, provide to 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 Lenders within sixty 45 days after such requestrequest (if such Default is then continuing), at the expense of the BorrowerBorrowers, an environmental site assessment a report for any regarding the matters which are the subject of its properties described in such request, Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal compliance or remedial action in connection with any Hazardous Materials on such propertiesDefault; 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable a non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject to government approvals, if assessment. Such license shall terminate at the earliest of (i) the date on which such approvals are required. The Borrower Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall take all reasonable steps to obtain any such required government approvalshave terminated.

Preparation of Environmental Reports. At the request of the Administrative Paying Agent after from time to time and upon the Administrative Agent shall have obtained knowledge occurrence and during the continuance of any circumstances that has the reasonable likelihood an Event 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 SECDefault, the Borrower shall provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Subsidiaries’ properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Paying Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Paying 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 Paying Agent may may, after written notice to the Borrower, retain an environmental consulting firm to prepare such report at the expense of the Borrower, unless the Borrower shall have given adequate assurances reasonably acceptable to the Paying Agent within three Business Days of such notice that such a report will be delivered within such 60-day period, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Paying Agent, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At Borrower shall, or shall cause the applicable Loan Party to, promptly deliver a Phase I environmental assessment report with respect to any Material Real Property acquired after the Restatement Date from an environmental consulting firm reasonably acceptable to the Administrative Agent. In addition, if the Administrative Agent 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 Administrative Agent 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 Required Lenders from time 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 SECtime, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its properties 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, removal or remedial action in connection with any Hazardous 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 retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the Administrative Agent after Required Lenders, should the Administrative Agent shall have obtained knowledge Required Lenders reasonably believe there has been a violation of any circumstances that has applicable Environmental Law, a material release or threatened release of Hazardous Materials, a threat to human health or the reasonable likelihood environment, an Event 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 material violation of any information provided under Section 6.02(h) or (j) or Section 6.03(a) or (b) hereunder or Environmental Permit, acting through other publicly available information filed with the SECAdministrative Agent, the Borrower shall from time to time, provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the BorrowerBorrowers, an environmental site assessment report for any of its properties or its Subsidiaries’ Real Property Collateral described in such request, prepared by an environmental consulting firm acceptable to the Administrative AgentRequired Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous 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, 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 BorrowerBorrowers, and the Borrower Borrowers hereby grants grant and agrees agree to cause any Subsidiary that owns any property Real Property Collateral described in such request to grant access at the time of such request to the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At 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 the Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without 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 after Agent, provide to 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 Lenders within sixty 45 days after such requestrequest (if such Default is then continuing), at the expense of the Borrower, an environmental site assessment a report for any regarding the matters which are the subject of its properties described in such request, Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal compliance or remedial action in connection with any Hazardous Materials on such propertiesDefault; 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 Borrower, and the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable a non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject to government approvals, if assessment. Such license shall terminate at the earliest of (i) the date on which such approvals are required. The Borrower Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall take all reasonable steps to obtain any such required government approvalshave terminated.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 Lenders within sixty days after such request, at the expense of the Borrower, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvals.

Preparation of Environmental Reports. At the request If an Event of Default is continuing relating to Section 5.09 or Section 6.12, or if the Administrative Agent after the Administrative Agent shall have obtained knowledge at any time has reason to believe that there exist violations of Environmental Laws by any circumstances that has the reasonable likelihood of Borrower Loan Party or any of its Subsidiaries incurring or that there exist any Environmental Liability that Liabilities or Environmental Claims, in each case which could reasonably be expected expected, individually or in the aggregate, to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(hEffect, then the following procedure shall be implemented: (a) or the Administrative Agent shall notify the Loan Parties that it intends to seek an environmental audit and/or assessment report meeting the description in subsection (jc) or Section 6.03(a) or below, and shall consult with the Loan Parties on the facts and circumstances giving rise to the intent; (b) hereunder or through other publicly available information filed the Loan Parties shall have ten (10) Business Days to provide a response to and otherwise consult with the SECAdministrative Agent and the Required Lenders; (c) if, after the consultation described in subsections (a) and (b) above, the Borrower shall Administrative Agent and the Required Lenders believe it necessary, each Loan Party shall, at the request of the Required Lenders, provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site audit and/or assessment report for with respect to any such Event of its properties described in such requestDefault, violation, Environmental Liability, and/or Environmental Claim (“Environmental Audit”). An Environmental Audit may include, where reasonably appropriate, soil, air, surface water and groundwater sampling and testing. The Environmental Audit shall be prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent. The Environmental Audit will, indicating as relevant, indicate the presence or absence of any such violation, and/or the presence, absence, Release or threat of Release of Hazardous Materials and shall include the estimated cost of any compliance, removal removal, remedial or remedial other action in connection with required to correct any Hazardous Materials on such properties; Event of Default, or violation, and/or to address any such Environmental Liability and/or Environmental Claim; (d) without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such audit and/or report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such audit and/or report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns owns, leases or operates any real property or facility described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, landlords or other Persons with interests in the applicable real property or facility, to enter onto their respective properties or facilities to undertake such an assessment subject audit and/or assessment; and (e) without limiting any term or provision of Section 10.07, in implementing the above described procedures, the Administrative Agent and Required Lenders will undertake steps deemed reasonable by them under the circumstances to government approvals, if such approvals are required. The Borrower shall take all reasonable steps accommodate specific requests by the Loan Parties to obtain any such required government approvalsmaintain as confidential information concerning litigation or regulatory compliance strategy provided to them by the Loan Parties pursuant to this Section.

Preparation of Environmental Reports. At the request of the Administrative Agent after upon the occurrence and during the continuance of a Default or upon the reasonable belief of the Required Lenders or the Administrative Agent shall have obtained knowledge 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 circumstances that has property described in the reasonable likelihood of Borrower Mortgages in a manner or any of its Subsidiaries incurring any Environmental Liability condition that could reasonably be expected to result in a Default or have 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 SECEffect, the Borrower shall provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Subsidiaries' properties described in such requestthe Mortgages, 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, removal or remedial action in connection with any Hazardous Materials on such properties; 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request the Mortgages to grant access at the time of such request request, to the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all at any reasonable steps to obtain any such required government approvalstime and upon reasonable prior notice.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 its 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(h6.02(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 Lenders within sixty 60 days after such requestrequest (or such later date as the Administrative Agent may agree in its sole discretion), at the expense of the Parent Borrower, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Parent Borrower, and the Parent Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive non‑exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Parent Borrower shall 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 obligations or liability evidenced by such Environmental Liens, in each case, except as could not reasonably be expected to result in a Material Adverse Effect).

Preparation of Environmental Reports. At the request of the Administrative Agent after or the Administrative Agent shall have obtained knowledge Required Lenders from time to time following the occurrence and during the continuation of any circumstances that has the reasonable likelihood an Event 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 Lenders within sixty 60 days after such requestrequest or such longer period, if any, as the Administrative Agent shall agree to in its sole discretion, at the expense of the Borrower, an environmental site assessment report for any properties owned, leased or operated by it (subject to the terms of its properties any lease or operating agreement as to which the counterparty is not the Borrower, any Subsidiary thereof or any of their respective Affiliates) 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, removal 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 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 retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns or leases any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the Administrative Agent after 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 shall have occurred and be continuing, during which time no limitation shall apply or (ii) the Administrative Agent shall have obtained knowledge of any circumstances has a reasonable belief that has the reasonable likelihood of Borrower Holdings or any of its Subsidiaries incurring any is in material violation of Environmental Liability that could reasonably be expected to result in Law or there has been a Default or material Release of Hazardous Materials at a Material Adverse Effect as a result of any information provided under Section 6.02(hfacility) 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 US-DOCS\70212156.16 the Lenders within sixty (60) days after such request, at the expense of the BorrowerBorrowers, an a written environmental site assessment report for any of its 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, removal or remedial action in connection with any Hazardous 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 retain an environmental consulting firm to prepare such report at the expense of the BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, during normal business hours to enter onto their respective properties to undertake such an assessment subject assessment. Each Borrower agrees to government approvalscooperate in connection with the preparation of such Environmental Report, if such approvals are required. The Borrower shall take including without limitation, providing all reasonably requested information and making knowledgeable officers, employees or property managers available for interview at reasonable steps to obtain any such required government approvalstimes and locations in a manner that does not materially hinder the normal operations of the Loan Parties.

Preparation of Environmental Reports. At the request of the Administrative ------------------------------------ Agent after at the Administrative Agent shall have obtained knowledge following times: (i) upon the occurrence and during the continuance of an Event of Default, (ii) upon the acquisition of real property by any circumstances that has the reasonable likelihood of Borrower Loan Party or any of its Subsidiaries incurring (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 condition exists or an event has occurred with respect to any properties owned or operated by the Borrower or any Subsidiary that may result in material liability pursuant to any Environmental Liability that could reasonably be expected Law, use commercially reasonable efforts 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 Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an a Phase I environmental site assessment report for any of its or its Subsidiaries' properties described in such requestrequest which, if requested by the Required Lenders, may present significant liability or potential liability pursuant to an Environmental Law, prepared by an environmental consulting firm acceptable to the Administrative AgentAgent (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, removal or remedial action in connection with any Hazardous 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 period referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and each of the Borrower and the Parent Guarantor hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request request, to the Administrative Agent, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request If an Event of Default is continuing relating to Section 5.09 or Section 6.13, or if the Administrative Agent after the Administrative Agent shall have obtained knowledge at any time has reason to believe that there exist violations of Environmental Laws by any circumstances that has the reasonable likelihood of Borrower Loan Party or any of its Subsidiaries incurring or that there exist any Environmental Liability that Liabilities or Environmental Claims, in each case which could reasonably be expected expected, individually or in the aggregate, to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(hEffect, then the following procedure shall be implemented: (a) or the Administrative Agent shall notify the Loan Parties that it intends to seek an environmental audit and/or assessment report meeting the description in subsection (jc) or Section 6.03(a) or below, and shall consult with the Loan Parties on the facts and circumstances giving rise to the intent; (b) hereunder or through other publicly available information filed the Loan Parties shall have ten (10) business days to provide a response to and otherwise consult with the SECAdministrative Agent and the Required Lenders; (c) if, after the consultation described in subsections (a) and (b) above, the Borrower shall Administrative Agent and the Required Lenders believe it necessary, each Loan Party shall, at the request of the Required Lenders, provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site audit and/or assessment report for with respect to any such Event of its properties described in such requestDefault, violation, Environmental Liability, and/or Environmental Claim (“Environmental Audit”). An Environmental Audit may include, where reasonably appropriate, soil, air, surface water and groundwater sampling and testing. The Environmental Audit shall be prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent. The Environmental Audit will, indicating as relevant, indicate the presence or absence of any such violation, and/or the presence, absence, Release or threat of Release of Hazardous Materials and shall include the estimated cost of any compliance, removal removal, remedial or remedial other action in connection with required to correct any Hazardous Materials on such propertiesEvent of Default, or violation, and/or to address any such Environmental Liability and/or Environmental Claim; Table of Contents (d) without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such audit and/or report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such audit and/or report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any real property or facility described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties or facilities to undertake such an assessment subject audit and/or assessment; and (e) without limiting any term or provision of Section 10.07, in implementing the above described procedures, the Administrative Agent and Required Lenders will undertake steps deemed reasonable by them under the circumstances to government approvals, if such approvals are required. The Borrower shall take all reasonable steps accommodate specific requests by the Loan Parties to obtain any such required government approvalsmaintain as confidential information concerning litigation or regulatory compliance strategy provided to them by the Loan Parties pursuant to this Section.

Preparation of Environmental Reports. 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 shall have occurred and be continuing, during which time no limitation shall apply or (ii) the Applicable Administrative Agent after the Administrative Agent shall have obtained knowledge of any circumstances has a reasonable belief that has the reasonable likelihood of Borrower Holdings or any of its Subsidiaries incurring any is in material violation of Environmental Liability that could reasonably be expected to result in Law or there has been a Default or material Release of Hazardous Materials at a Material Adverse Effect as a result of any information provided under Section 6.02(hfacility) 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 Lenders within sixty (60) days after such request, at the expense of the BorrowerBorrowers, an a written environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Applicable Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns any property described in such request to grant access at the time of such request to the Applicable Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, during normal business hours to enter onto their respective properties to undertake such an assessment subject assessment. Each Borrower agrees to government approvalscooperate in connection with the preparation of such Environmental Report, if such approvals are required. The Borrower shall take including without limitation, providing all reasonably requested information and making knowledgeable officers, employees or property managers available for interview at reasonable steps to obtain any such required government approvalstimes and locations in a manner that does not materially hinder the normal operations of the Loan Parties.

Preparation of Environmental Reports. At the request of the Administrative Agent after at the following times: (i) upon the occurrence and during the continuance of a Default, (ii) upon the reasonable belief of the Required Lenders or the Administrative Agent shall have obtained knowledge that Hazardous Materials contamination may be present on a property of any circumstances that has the reasonable likelihood of Borrower a Loan Party or any of its Subsidiaries incurring any Environmental Liability that could reasonably be expected and (iii) in addition to result the times referred to in clauses (i) and (ii) above, once a Default or a Material Adverse Effect as a result year during the term 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 SECthis Agreement, the Borrower shall provide to the Lenders within sixty 120 days after such request, at the expense of the Borrower, an environmental site assessment report for any all of its the Borrower's, the Guarantor's and their Subsidiaries' properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, Agent indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Borrower, and each of the Borrower and the Guarantor hereby grants and agrees to cause any Subsidiary that which owns any property described in such the request to grant access at the time of such request request, to the Administrative Agent, the Co-Agents, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if at reasonable times and in such approvals are required. The Borrower shall take all reasonable steps to obtain a manner as will not materially interfere with the use of any such required government approvalsproperty by the owner and tenant.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 its 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(h6.02(f) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower Borrowers shall provide to the Lenders within sixty 60 days after such requestrequest (or such later date as the Administrative Agent may agree in its sole discretion), at the expense of the BorrowerBorrowers, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive non‑exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower Borrowers shall 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 obligations or liability evidenced by such Environmental Liens, in each case, except as could not reasonably be expected to result in a Material Adverse Effect).

Preparation of Environmental Reports. At the request of the Administrative Agent after the Administrative Agent shall have obtained knowledge of Required Lenders based on a reasonable belief that a Hazardous Material release not otherwise identified on Schedule 5.09 has occurred at any circumstances that has the reasonable likelihood of Borrower property owned or operated by any of its Subsidiaries incurring any Environmental Liability that Loan Party, which condition could reasonably be expected to result in a Default or have a Material Adverse Effect as Effect, but no more than one time for any property during the term of this Agreement unless a result of any information provided under Section 6.02(h) subsequent Hazardous Material release or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SECincident occurs, the Borrower shall provide to the Lenders within sixty 60 days after such requestrequest (unless a Default shall have occurred and be continuing, during which time no limitation shall apply), at the expense of the BorrowerBorrowers, an a written environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials in excess of remedial standards under Environmental Laws and the estimated cost of any compliance, removal or remedial action required under Environmental Laws in connection with any such Hazardous 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of landlords and tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 Lenders within sixty days after such request, at the expense of the Borrower, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive non‑exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvals.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 its 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(h6.02(f) or (j) in or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower Borrowers shall provide to the Lenders within sixty 60 days after such requestrequest (or such later date as the Administrative Agent may agree in its sole discretion), at the expense of the BorrowerBorrowers, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower Borrowers shall 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 obligations or liability evidenced by such Environmental Liens, in each case, except as could not reasonably be expected to result in a Material Adverse Effect.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 Lenders within sixty days after such request, at the expense of the Borrower, an environmental site assessment report for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive non‑exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvals.

Preparation of Environmental Reports. At the request of the ------------------------------------ Administrative Agent after from time to time but in any event not more than once in any two-year period for any property subject to (or to be subject to) any of the Mortgages following: (i) the acquisition or proposed acquisition of such real property interest (whether fee or leasehold); 122 (ii) the occurrence of any event or circumstance that causes the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its Subsidiaries incurring the Lenders to reasonably believe that Hazardous Materials may be present on such real property in any Environmental Liability that manner or quantity that, either individually or in the aggregate, could reasonably be expected to result in a Default or have a Material Adverse Effect as a result Effect; or (iii) the occurrence and during the continuance 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 SECan Event of Default, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the BorrowerBorrowers, an environmental site assessment report for each of the properties of any of its properties the Borrowers or any of their respective Subsidiaries subject to the Mortgages and described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without . Without limiting the generality of the foregoingimmediately preceding sentence, 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 retain, upon at least five Business Days' prior written notice to the Borrowers, an environmental consulting firm to prepare such report at the reasonable expense of the BorrowerBorrowers, and each of the Borrower Borrowers hereby grants and agrees to cause any Subsidiary each of its Subsidiaries that owns any real property described in such request to grant access at the time of such request request, to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive nonexclusive license, subject to the rights of tenants, to enter onto their respective properties any such property to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 its 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(h6.02(f) or (j) in or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower Borrowers shall provide to the Lenders within sixty 60 days after such requestrequest (or such later date as the Administrative Agent may agree in its sole discretion), at the expense of the BorrowerBorrowers, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower Borrowers shall 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 obligations or liability evidenced by such Environmental Liens, in each case, except as could not reasonably be expected to result in a Material Adverse Effect).

Preparation of Environmental Reports. At the request If an Event of Default is continuing relating to Section 5.09 or Section 6.12, or if the Administrative Agent after the Administrative Agent shall have obtained knowledge at any time has reason to believe that there exist violations of Environmental Laws by any circumstances that has the reasonable likelihood of Borrower Loan Party or any of its Subsidiaries incurring or that there exist any Environmental Liability that Liabilities or Environmental Claims, in each case which could reasonably be expected expected, either individually or in the aggregate, to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(hEffect, then the following procedure shall be implemented: (a) or the Administrative Agent shall notify the Loan Parties that it intends to seek an environmental audit and/or assessment report meeting the description in subsection (jc) or Section 6.03(a) or below, and shall consult with the Loan Parties on the facts and circumstances giving rise to the intent; (b) hereunder or through other publicly available information filed the Loan Parties shall have ten (10) Business Days to provide a response to and otherwise consult with the SECAdministrative Agent and the Required Lenders; (c) if, after the consultation described in subsections (a) and (b) above, the Borrower shall Administrative Agent and the Required Lenders believe it necessary, each Loan Party shall, at the request of the Required Lenders, provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site audit and/or assessment report for with respect to any such Event of its properties described in such requestDefault, violation, Environmental Liability, and/or Environmental Claim (“Environmental Audit”). An Environmental Audit may include, where reasonably appropriate, soil, air, surface water and groundwater sampling and testing. The Environmental Audit shall be prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent. The Environmental Audit will, indicating as relevant, indicate the presence or absence of any such violation, and/or the presence, absence, Release or threat of Release of Hazardous Materials and shall include the estimated cost of any compliance, removal removal, remedial or remedial other action in connection with required to correct any Hazardous Materials on such properties; Event of Default, or violation, and/or to address any such Environmental Liability and/or Environmental Claim; (d) without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such audit and/or report will not be [Valvoline - Credit Agreement] provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such audit and/or report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns owns, leases or operates any real property or facility described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, landlords or other Persons with interests in the applicable real property or facility, to enter onto their respective properties or facilities to undertake such an assessment subject audit and/or assessment; and (e) without limiting any term or provision of Section 10.07, in implementing the above described procedures, the Administrative Agent and Required Lenders will undertake steps deemed reasonable by them under the circumstances to government approvals, if such approvals are required. The Borrower shall take all reasonable steps accommodate specific requests by the Loan Parties to obtain any such required government approvalsmaintain as confidential information concerning litigation or regulatory compliance strategy provided to them by the Loan Parties pursuant to this Section.

Preparation of Environmental Reports. At the request of the ------------------------------------ Administrative Agent after upon the occurrence and during the continuance of a Default or upon the reasonable belief of the Required Lenders or the Administrative Agent shall have obtained knowledge 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 circumstances that has property described in the reasonable likelihood of Borrower Mortgages in a manner or any of its Subsidiaries incurring any Environmental Liability condition that could reasonably be expected to result in a Default or have 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 SECEffect, the Borrower shall provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Subsidiaries' properties described in such requestthe Mortgages, 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, removal or remedial action in connection with any Hazardous Materials on such properties; 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request the Mortgages to grant access at the time of such request request, to the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-non- exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all at any reasonable steps to obtain any such required government approvalstime and upon reasonable prior notice.

Preparation of Environmental Reports. At the request of the Administrative Agent after Required Lenders from time to time following a determination by the Administrative Agent shall have obtained knowledge Required Lenders that there exists potential 105 liability or responsibility of a Loan Party for a violation of any circumstances that has the reasonable likelihood Environmental Law with respect to an Unencumbered Property or material risk of Borrower such potential liability 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 SECresponsibility, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report complying with ASTM guidelines (an “ESA”) for any of its properties Unencumbered Property owned, leased or operated by a Loan Party described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal response or remedial other corrective action in connection with to address any Hazardous Materials on such propertiesUnencumbered Properties, together with a letter from such environmental 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns or leases any property Unencumbered Property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject assessment. In the absence of a Default, the Borrowers shall not be required to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalspay for more than one ESA per Unencumbered Property per year.

Preparation of Environmental Reports. At the request of the Administrative Agent 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 its 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(h5.02(f) or (j) in or Section 6.03(a5.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower Borrowers shall provide to the Lenders within sixty 60 days after such requestrequest (or such later date as the Administrative Agent may agree in its sole discretion), at the expense of the BorrowerBorrowers, an environmental site assessment report of a scope that is reasonable under the circumstances for any of its properties described in such requestrequest that are the subject matter associated with such Default or Material Adverse Effect, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating indicating, if relevant to such matter, the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such DB1/ 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary that owns 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 an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower Borrowers shall 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 obligations or liability evidenced by such Environmental Liens, in each case, except as could not reasonably be expected to result in a Material Adverse Effect.

Preparation of Environmental Reports. At the request of the Administrative Agent after the Administrative Agent shall have obtained knowledge of Required Lenders based on a reasonable belief that a Hazardous Material release not otherwise identified on Schedule 5.09 has occurred at any circumstances that has the reasonable likelihood of Borrower property owned or operated by any of its Subsidiaries incurring any Environmental Liability that Loan Party, which condition could reasonably be expected to result in a Default or have a Material Adverse Effect as Effect, but no more than one time for any property during the term of this Agreement unless a result of any information provided under Section 6.02(h) subsequent Hazardous Material release or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SECincident occurs, the Borrower shall provide to the Lenders within sixty 60 days after such requestrequest (unless a Default shall have occurred and be continuing, during which time no limitation shall apply), at the expense of the BorrowerBorrowers, an a written environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative AgentRequired Lenders, indicating the presence or absence of Hazardous Materials in excess of remedial standards under Environmental Laws and the estimated cost of any compliance, removal or remedial action required under Environmental Laws in connection with any such Hazardous 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 BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of landlords and tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the Administrative Agent after 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 shall have occurred and be continuing, during which time no limitation shall apply or (ii) the Administrative Agent shall have obtained knowledge of any circumstances has a reasonable belief that has the reasonable likelihood of Borrower Holdings or any of its Subsidiaries incurring any is in material violation of Environmental Liability that could reasonably be expected to result in Law or there has been a Default or material Release of Hazardous Materials at a Material Adverse Effect as a result of any information provided under Section 6.02(hfacility) 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 US-DOCS\70212156.13 the Lenders within sixty (60) days after such request, at the expense of the BorrowerBorrowers, an a written environmental site assessment report for any of its 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, removal or remedial action in connection with any Hazardous 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 retain an environmental consulting firm to prepare such report at the expense of the BorrowerBorrowers, and the each Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, during normal business hours to enter onto their respective properties to undertake such an assessment subject assessment. Each Borrower agrees to government approvalscooperate in connection with the preparation of such Environmental Report, if such approvals are required. The Borrower shall take including without limitation, providing all reasonably requested information and making knowledgeable officers, employees or property managers available for interview at reasonable steps to obtain any such required government approvalstimes and locations in a manner that does not materially hinder the normal operations of the Loan Parties.

Preparation of Environmental Reports. At Borrower shall, or shall cause the applicable Loan Party to, promptly deliver a Phase I environmental assessment report with respect to any Material Real Property acquired after the Closing Date from an environmental consulting firm reasonably acceptable to the Administrative Agent. In addition, if the Administrative Agent 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 Administrative Agent 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 Required Lenders from time 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 SECtime, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its properties 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, removal or remedial action in connection with any Hazardous 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 retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the written request of ------------------------------------ the Administrative Agent 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 from time 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 SECtime, the Borrower shall provide to the Lenders Agent within sixty 60 days after such request, at the expense of the BorrowerLessee, an environmental site assessment report for any all of its and its Subsidiaries' properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials Substances and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials Substances on such 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 BorrowerLessee, and the Borrower Lessee hereby grants and agrees to cause any Subsidiary that which owns any property described in such request to grant access at the time of such request request, to the Administrative Agent, the LendersFinancing Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive licensethe rights, subject to the rights of tenantsupon reasonable notice and during normal business hours, to enter onto their respective properties in order to undertake perform such an assessment subject assessment; provided that any action taken by the Agent pursuant to government approvals, if such approvals are required. The Borrower this provision or otherwise under this Lease pertaining to the environmental activities of Lessee or any of its Subsidiaries shall take all reasonable steps not be construed to obtain render the Agent liable for the conditions of any such required government approvalsproperty or responsible for any obligations of Lessee or any other Person as against any governmental agency or any other Person. For the avoidance of doubt, Lessee disclaims any obligation to indemnify any Indemnified Party for claims of third parties arising out of the gross negligence or willful misconduct of any of the Financing Parties, any environmental consulting firm retained by any of them or their respective agents or representatives in connection 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. At the written request of the Administrative Agent after from time to time, provide to 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 Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any all of its and its Subsidiaries’ properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that which owns any property described in such request to grant access at the time of such request request, to the Administrative Agent, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive licensethe rights, subject to the rights of tenantsupon reasonable notice and during normal business hours, to enter onto their respective properties in order to undertake perform such an assessment subject assessment; provided that any action taken by the Administrative Agent pursuant to government approvals, if such approvals are required. The this provision or otherwise under this Agreement pertaining to the environmental activities of the Borrower or any of its Subsidiaries shall take all reasonable steps not be construed to obtain render the Administrative Agent liable for the conditions of any such required government approvalsproperty or responsible for any obligations of the Borrower or any other Person as against any governmental agency or any other Person. For the avoidance of doubt, the Borrower disclaims any obligation to indemnify any Indemnified Party for claims of third parties arising out of the gross negligence or willful misconduct of any of the Lender Parties, any environmental consulting firm retained by any of them or their respective agents or representatives in connection 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. At the request of the Administrative Agent after or the Administrative Collateral Agent shall have obtained knowledge from time to time on account of any circumstances that has the reasonable likelihood of Borrower or a material environmental condition relating to any of its Subsidiaries incurring the properties described in the Mortgages or during the continuance of an Event of Default, but in any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of event no more than once during 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 SECyear, the Borrower shall provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Restricted Subsidiaries’ properties described in such requestthe Mortgages, prepared by an environmental consulting firm acceptable to the Administrative Agent or the Collateral Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; 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 Borrower, and the Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns any property described in such request the Mortgages to grant access at the time of such request to the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenantstenants and to the requirement that business operations not be substantially impaired or limited, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the ------------------------------------ Administrative Agent after and 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 Required Lenders from time 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 SECtime, the Borrower shall provide to the Lenders within sixty 90 days after such request, at the expense of the Borrower, an environmental site assessment report for any all of its the Loan Parties' properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative AgentAgent and the Required Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; 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 Borrower, and the Borrower hereby grants and agrees to cause Holdings or any Subsidiary that which owns any property described in such request to grant access at the time of such request request, to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-non- exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the ------------------------------------ Administrative Agent after from time to time but in any event not more than once in any two-year period for any real property or any leasehold interest in real property of any of the Borrowers or any of their respective Subsidiaries following: (i) the acquisition or proposed acquisition of such real property interest (whether fee or leasehold); (ii) the occurrence of any event or circumstance that causes the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its Subsidiaries incurring the Lenders to reasonably believe that Hazardous Materials may be present on such real property in any Environmental Liability that manner or quantity that, either individually or in the aggregate, could reasonably be expected to result in a Default or have a Material Adverse Effect as a result Effect; or (iii) the occurrence and during the continuance 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 SECan Event of Default, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the BorrowerBorrowers, an environmental site assessment report for each of the real properties of any of its properties the Borrowers or any of their respective Subsidiaries described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such real properties; without . Without limiting the generality of the foregoingimmediately preceding sentence, 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 retain, upon at least five Business Days' prior written notice to the Borrowers, an environmental consulting firm to prepare such report at the reasonable expense of the BorrowerBorrowers, and each of the Borrower Borrowers hereby grants grants, and agrees to cause any Subsidiary each of its Subsidiaries that owns any of the real property described in such request to grant access grant, at the time of such request request, to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive nonexclusive license, subject to the rights of tenants, to enter onto their respective properties any such real property to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the written request ------------------------------------ of the Administrative Agent after from time to time, provide to 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 Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any all of its and its Subsidiaries' properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that which owns any property described in such request to grant access at the time of such request request, to the Administrative Agent, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive licensethe rights, subject to the rights of tenantsupon reasonable notice and during normal business hours, to enter onto their respective properties in order to undertake perform such an assessment subject assessment; provided that -------- any action taken by the Administrative Agent pursuant to government approvals, if such approvals are required. The this provision or otherwise under this Agreement pertaining to the environmental activities of the Borrower or any of its Subsidiaries shall take all reasonable steps not be construed to obtain render the Administrative Agent liable for the conditions of any such required government approvalsproperty or responsible for any obligations of the Borrower or any other Person as against any governmental agency or any other Person. For the avoidance of doubt, the Borrower disclaims any obligation to indemnify any Indemnified Party for claims of third parties arising out of the gross negligence or willful misconduct of any of the Lender Parties, any environmental consulting firm retained by any of them or their respective agents or representatives in connection 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. At the request of the Administrative Agent after Required Lenders from time to time following a determination by the Administrative Agent shall have obtained knowledge Required Lenders that there exists potential liability or responsibility of a Loan Party for a violation of any circumstances that has the reasonable likelihood Environmental Law with respect to an Unencumbered Property or material risk of Borrower such potential liability 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 SECresponsibility, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report complying with ASTM guidelines (an “ESA”) for any of its properties Unencumbered Property owned, leased or operated by a Loan Party described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal response or remedial other corrective action in connection with to address any Hazardous Materials on such propertiesUnencumbered Properties, together with a letter from such environmental 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary of its Subsidiaries that owns or leases any property Unencumbered Property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject assessment. In the absence of a Default, the BorrowersBorrower shall not be required to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalspay for more than one ESA per Unencumbered Property per year.

Preparation of Environmental Reports. At the reasonable request of the Administrative Agent or the Collateral Agent after the Administrative Agent shall have obtained knowledge release or threatened release of any circumstances that has the reasonable likelihood of Borrower hazardous materials or any condition reasonably likely to give rise to an Environmental Action that would regarding any of its Subsidiaries incurring any Environmental Liability that could the foregoing be reasonably be expected likely (whether individually or in the aggregate) to result in a Default or have 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 SECEffect, the Borrower shall provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report of reasonable scope for any of its or its Subsidiaries' properties described in such requestthe Mortgages, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent or the Collateral Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent or the Collateral 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 or the Collateral Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to take all reasonable actions to cause any Subsidiary of the Borrower that owns any property described in such request the Mortgages to grant access at the time of such request to the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to reasonably enter onto their respective properties to reasonably undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At 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 theany Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without 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 after Agent, provide to 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 Lenders within sixty 45 days after such requestrequest (if such Default is then continuing), at the expense of the BorrowerBorrowerBorrowers, an environmental site assessment a report for any regarding the matters which are the subject of its properties described in such request, Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal compliance or remedial action in connection with any Hazardous Materials on such propertiesDefault; 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 BorrowerBorrowerBorrowers, and the theeach Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable a non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject to government approvals, if assessment. Such license shall terminate at the earliest of (i) the date on which such approvals are required. The Borrower Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall take all reasonable steps to obtain any such required government approvalshave terminated.

Preparation of Environmental Reports. At (a) Within sixty (60) days of 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 the Mortgaged Properties and (b) if at any time the Required Lenders reasonably believe that the Borrower has materially breached any provision of this Agreement relating to environmental matters, at the written request of the Administrative Agent after Required Lenders, which shall specify in reasonable detail 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 SECbasis for such request, the Borrower shall provide to the Lenders within sixty days promptly after such request, at the expense of the Borrower, an environmental site assessment report or other appropriate report for any of its properties described in such requestrequest (it being understood that such request shall relate to such properties that are relevant to such material breach or material loss), prepared by an environmental consulting firm reasonably acceptable to the Administrative AgentAgent and the Initial Lenders, indicating the presence or absence of Hazardous Materials such breach and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on curing such propertiesbreach; 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 Borrower, and the Borrower hereby grants and agrees to provide and cause any Subsidiary that owns 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 an irrevocable non-exclusive licensethereof, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At 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 the Company or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without the Company or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required DIP Creditors through the Co-Administrative Agent 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 SECAgents, the Borrower shall provide to the Lenders Co-Administrative Agents within sixty 45 days after such requestrequest (if such Default is then continuing), at the expense of the BorrowerCompany, an environmental site assessment a report for any regarding the matters which are the subject of its properties described in such request, 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, removal compliance or remedial action in connection with any Hazardous Materials on such propertiesDefault; 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 BorrowerCompany, and the Borrower Company hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request to grant access at the time of such request to the Co-Administrative AgentAgents, the LendersDIP Creditors, such firm and any agents or representatives thereof an irrevocable a non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject to government approvals, if assessment. Such license shall terminate at the earliest of (i) the date on which such approvals are required. The Borrower Default is cured or (ii) the date on which all Obligations have been paid in full and all Commitments shall take all reasonable steps to obtain any such required government approvalshave terminated.

Preparation of Environmental Reports. At the request of the Administrative Agent after at the Administrative Agent shall have obtained knowledge following times: (i) upon the occurrence and continuance of an Event of Default, (ii) upon the acquisition of real property by any circumstances that has the reasonable likelihood of Borrower Loan Party or any of its Subsidiaries incurring and (iii) at any Environmental Liability time when the Lenders have reason to believe that could reasonably be expected a condition exists or an event has occurred with respect to any properties owned or operated by the Loan Parties and their Subsidiaries that may 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 SECmaterial liability, the Borrower shall provide to the Lenders Lender Parties within sixty 90 days after such request, at the expense of the Borrower, an a Phase I environmental site assessment report for any of its or its Subsidiaries' owned properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative AgentAgent (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, removal or remedial action in connection with any Hazardous 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, 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 Borrower, and the Borrower such Loan Party hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request 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 an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the request of the Administrative Agent after upon the occurrence and during the continuance of a Default or upon the reasonable belief of the Required Lenders or the Administrative Agent shall have obtained knowledge 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 circumstances that has property described in the reasonable likelihood of Borrower Mortgages in a manner or any of its Subsidiaries incurring any Environmental Liability condition that could reasonably be expected to result in a Default or have 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 SECEffect, the Borrower shall provide to the Lenders Lender Parties within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Subsidiaries' properties described in such requestthe Mortgages, 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, removal or remedial action in connection with any Hazardous Materials on such properties; 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 Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request the Mortgages to grant access at the time of such request request, to the Administrative AgentAgents, the LendersUnder Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all at any reasonable steps to obtain any such required government approvalstime and upon reasonable prior notice.

Preparation of Environmental Reports. At the request of the Administrative Agent after from time to time and upon the Administrative Agent shall have obtained knowledge occurrence and during the continuance of any circumstances that has the reasonable likelihood an Event 105 Alliance Resource 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 SECDefault, the Borrower shall provide to the Lenders within sixty 60 days after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Subsidiaries’ properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; 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 Borrower, 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 the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At (a) Within sixty (60) days of 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 the Mortgaged Properties and (b) if at any time the Required Lenders reasonably believe that the Borrower has materially breached any provision of this Agreement relating to environmental matters, at the written request of the Administrative Agent after Required Lenders, which shall specify in reasonable detail 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 SECbasis for such request, the Borrower shall provide to the Lenders within sixty days promptly after such request, at the expense of the Borrower, an environmental site assessment report or other appropriate report for any of its properties described in such requestrequest (it being understood that such request shall relate to such properties that are relevant to such material breach or material loss), prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials such breach and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on curing such propertiesbreach; 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 an environmental consulting firm to prepare such report at the reasonable expense of the Borrower, and the Borrower hereby grants and agrees to provide and cause any Subsidiary that owns 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 an irrevocable non-exclusive licensethereof, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At From time to time as the request of the ------------------------------------ Administrative Agent 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 may reasonably be expected to result in a Default or a Material Adverse Effect request as a result of any information provided under Section 6.02(h) changes in law or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed relevant circumstances identified with reasonable specificity by the SECAdministrative Agent, the Borrower Company shall provide to the Lenders within sixty days as soon as practicable after such request, at the expense of the BorrowerCompany, an environmental site assessment report for of any of its properties the United States Real Estate owned or operated by the Obligors described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials Substances and the estimated potential order of magnitude cost of any compliance, removal or remedial action in connection with any Hazardous Materials Substances 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 Agent, upon reasonable notice to the Obligors may retain an environmental consulting firm to prepare such report at the expense of the BorrowerCompany, and the Borrower Company hereby grants and agrees to cause any Subsidiary that which owns any property Real Estate described in such request to grant access at the time of such request request, to the Administrative AgentAgents, the Lenders, such firm and any agents or representatives thereof an irrevocable a non-exclusive license, subject to the rights of tenantstenants and other third parties, to enter onto their respective properties to undertake such an assessment. At the request of the Obligors, the Administrative Agent shall provide a copy of any report of such an assessment subject to government approvals, if such approvals are requiredthe Obligors. The Borrower Administrative Agent shall take all reasonable steps to obtain 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 (S)9.16 unless the Administrative Agent is required government approvalsby law or legal process to disclose such reports or reasonably deem it necessary or appropriate to disclose the contents of such reports in connection with the enforcement of the Lenders' rights and remedies under the Loan Documents.

Preparation of Environmental Reports. At the request of the Administrative Agent after or the Administrative Agent shall have obtained knowledge Required Lenders from time to time following the occurrence and during the continuation of any circumstances that has the reasonable likelihood an Event 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 Lenders within sixty 60 days after such requestrequest or such longer period, if any, as the Administrative Agent shall agree to in its sole discretion, at the expense of the Borrower, an environmental site assessment report for any properties owned, leased or operated by it (subject to the terms of its properties any lease or operating agreement as to which the counterparty is not Holdings, any Subsidiary thereof or any of their respective Affiliates) 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, removal 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 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 retain an environmental consulting firm to prepare such report at the expense of the Borrower, and each of Holdings and the Borrower hereby grants and agrees to cause any Subsidiary that owns or leases any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenantstenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsassessment.

Preparation of Environmental Reports. At the reasonable request of the Administrative Agent after the Administrative Agent shall have obtained knowledge of Required Lenders from time to time upon a violation by any circumstances that has the reasonable likelihood of Borrower Loan Party or any of its Subsidiaries incurring of Environmental Law, or the occurrence or discovery (including, without limitation, from a report delivered pursuant to Section 5.01(j)(vi)) of any Environmental Liability other fact, circumstance, event, act or condition that could reasonably be expected to result in a Default 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 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 SECEffect, the Borrower shall provide to the Lenders Lender Parties within sixty 90 days after such request, at the expense of the Domestic Borrower, an environmental site assessment report for any of its or its Subsidiaries' properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative AgentRequired Lenders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal compliance or remedial action Remedial Action in connection with any Hazardous 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 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 Domestic Borrower, and the Domestic Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative AgentAgents, the LendersLender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject during reasonable business hours (after giving reasonable prior notice to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain any such required government approvalsDomestic Borrower).

Preparation of Environmental Reports. At the request (a) If a Default caused by reason of the Administrative Agent after the Administrative Agent a breach of Section 5.09 or 6.13 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) occurred or (b) hereunder in the event the Required Lenders reasonably believe, in good faith, that a violation of applicable Environmental Law or through other publicly available information filed with the SECa recognized environmental condition may exist, the or a release of Hazardous Materials may have occurred, Borrower shall provide to the Lenders within sixty 90 days after such requestreceiving a written request therefor, at the expense of the Borrower, an a so-called Phase I environmental site assessment report for any of its 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, removal or remedial action in connection with any Hazardous 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 retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower each Loan Party hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject assessment. It is understood and agreed that to government approvals, if such approvals are required. The Borrower shall take all reasonable steps to obtain the extent any such required government approvalsPhase I environmental site assessment report shall reasonably recommend additional environmental assessments, such assessments shall be conducted as soon as practical by the Borrower, at the expense of the Borrower, or, absent such action by the Borrower, by the Administrative Agent in same manner contemplated above.