Clause 21.
21.1
COMPLIANCE WITH LAWS
(A)
OBSERVE AND REMAIN IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS AND MAINTAIN IN FULL FORCE AND EFFECT ALL AUTHORISATIONS, IN
EACH CASE APPLICABLE TO THE CONDUCT OF ITS BUSINESS EXCEPT WHERE THE FAILURE TO
DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
WITHOUT LIMITING THE FOREGOING, THE BORROWER SHALL, AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES TO, COMPLY IN ALL MATERIAL RESPECTS WITH ALL
TERMS AND CONDITIONS OF ALL COMMUNICATIONS LICENCES AND ALL FEDERAL, STATE AND
LOCAL LAWS, ALL RULES, REGULATIONS AND ADMINISTRATIVE ORDERS OF THE FCC, STATE
AND LOCAL COMMISSIONS OR AUTHORITIES, OR ANY OTHER GOVERNMENTAL AUTHORITY THAT
ARE APPLICABLE TO THE BORROWER AND ITS SUBSIDIARIES OR THE TELECOMMUNICATIONS
OPERATIONS THEREOF; PROVIDED THAT THE BORROWER OR ANY SUBSIDIARY MAY DISPUTE IN
GOOD FAITH THE APPLICABILITY OR REQUIREMENTS OF ANY SUCH MATTER SO LONG AS SUCH
DISPUTE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
21.2
ENVIRONMENTAL LAWS
In addition to and without limiting the generality of Clause 21.1 (Compliance
with Laws):
(A)
COMPLY WITH, AND USE REASONABLE ENDEAVOURS TO ENSURE SUCH
COMPLIANCE BY ALL TENANTS AND SUB-TENANTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS
AND OBTAIN, COMPLY WITH AND MAINTAIN, AND USE REASONABLE ENDEAVOURS TO ENSURE
THAT ALL TENANTS AND SUBTENANTS, OBTAIN, COMPLY WITH AND MAINTAIN, ANY AND ALL
ENVIRONMENTAL PERMITS;
(B)
CONDUCT AND COMPLETE ALL INVESTIGATIONS, STUDIES, SAMPLING AND
TESTING, AND ALL REMEDIAL, REMOVAL AND OTHER ACTIONS REQUIRED UNDER
ENVIRONMENTAL LAWS, AND PROMPTLY COMPLY WITH ALL LAWFUL ORDERS AND DIRECTIVES OF
ANY GOVERNMENTAL AUTHORITY REGARDING ENVIRONMENTAL LAWS; AND
(C)
DEFEND, INDEMNIFY AND HOLD HARMLESS THE FINANCE PARTIES, AND THEIR
RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, OFFICERS AND
DIRECTORS, FROM AND AGAINST ANY CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES,
SETTLEMENTS, JUDGMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE
KNOWN OR
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UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY RELATING TO THE
PRESENCE OF HAZARDOUS MATERIALS, OR THE VIOLATION OF, NON-COMPLIANCE WITH OR
LIABILITY UNDER ANY ENVIRONMENTAL LAWS BY THE BORROWER OR ANY SUCH SUBSIDIARY,
OR ANY ORDERS, REQUIREMENTS OR DEMANDS OF GOVERNMENTAL AUTHORITIES RELATED
THERETO, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' AND CONSULTANTS'
FEES, INVESTIGATION AND LABORATORY FEES, RESPONSE COSTS, COURT COSTS AND
LITIGATION EXPENSES, EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING DIRECTLY
RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEKING
INDEMNIFICATION THEREFOR, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY
FINAL NON-APPEALABLE JUDGMENT.
21.3
COMPLIANCE WITH ERISA
In addition to and without limiting the generality of Clause 21.1 (Compliance
with Laws) except where the failure to comply could not, individually or in
aggregate, reasonably be expected to have a Material Adverse Effect:
(A)
COMPLY WITH ALL MATERIAL APPLICABLE PROVISIONS OF ERISA AND THE
CODE (INCLUDING CODE PROVISIONS COMPLIANCE WITH WHICH IS NECESSARY FOR ANY
INTENDED FAVOURABLE TAX TREATMENT) AND THE REGULATIONS AND PUBLISHED
INTERPRETATIONS RESPECTIVELY THEREUNDER WITH RESPECT TO ALL EMPLOYEE BENEFIT
PLANS;
(B)
NOT TAKE ANY ACTION OR