BE, PROVIDED THAT IN NO EVENT SHALL THE
BORROWER BE REQUIRED TO TAKE ANY ACTION, OTHER THAN USING ITS REASONABLE
COMMERCIAL EFFORTS WITHOUT ANY MATERIAL EXPENDITURE, TO OBTAIN CONSENTS FROM
THIRD PARTIES WITH RESPECT TO ITS COMPLIANCE WITH SECTIONS 7.10(B), (C) AND (D).
7.11
COMPLIANCE WITH ENVIRONMENTAL LAWS.
(A)
(I) HOLDINGS WILL COMPLY, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, WITH ALL ENVIRONMENTAL LAWS
APPLICABLE TO THE OWNERSHIP, LEASE OR USE OF ALL REAL PROPERTY NOW OR HEREAFTER
OWNED, LEASED OR OPERATED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES, WILL PROMPTLY
PAY OR CAUSE TO BE PAID ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH
COMPLIANCE, AND WILL KEEP OR CAUSE TO BE KEPT ALL SUCH REAL PROPERTY FREE AND
CLEAR OF ANY LIENS IMPOSED PURSUANT TO SUCH ENVIRONMENTAL LAWS AND (II) NEITHER
HOLDINGS NOR ANY OF ITS SUBSIDIARIES WILL GENERATE, USE, TREAT, STORE, RELEASE
OR DISPOSE OF, OR PERMIT THE GENERATION, USE, TREATMENT, STORAGE, RELEASE OR
DISPOSAL OF HAZARDOUS MATERIALS ON ANY REAL PROPERTY NOW OR HEREAFTER OWNED,
LEASED OR OPERATED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES, OR TRANSPORT OR
PERMIT THE TRANSPORTATION OF HAZARDOUS MATERIALS TO OR FROM ANY SUCH REAL
PROPERTY, EXCEPT TO THE EXTENT THAT THE FAILURE TO COMPLY WITH THE REQUIREMENTS
SPECIFIED IN CLAUSE (I) OR (II) ABOVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE,
IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
IF LEGALLY REQUIRED
TO DO SO UNDER ANY APPLICABLE DIRECTIVE OR ORDER OF ANY GOVERNMENTAL AGENCY,
HOLDINGS AGREES TO UNDERTAKE, AND CAUSE EACH OF ITS SUBSIDIARIES TO UNDERTAKE,
ANY CLEAN UP, REMOVAL, REMEDIAL OR OTHER ACTION NECESSARY TO REMOVE AND CLEAN UP
ANY HAZARDOUS MATERIALS FROM ANY REAL PROPERTY OWNED, LEASED OR OPERATED BY
HOLDINGS OR ANY OF ITS SUBSIDIARIES IN ACCORDANCE WITH, IN ALL MATERIAL
RESPECTS, THE REQUIREMENTS OF ALL APPLICABLE ENVIRONMENTAL LAWS AND IN
ACCORDANCE WITH, IN ALL MATERIAL RESPECTS, SUCH ORDERS AND DIRECTIVES OF ALL
GOVERNMENTAL AUTHORITIES, EXCEPT TO THE EXTENT THAT HOLDINGS OR SUCH SUBSIDIARY
IS CONTESTING SUCH ORDER OR DIRECTIVE IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED TO THE EXTENT
REQUIRED BY GAAP; PROVIDED THAT IT WILL NOT CONSTITUTE A BREACH OF THIS
SECTION 7.11 IF A PERSON OTHER THAN HOLDINGS AND ITS SUBSIDIARIES TAKES SUCH
ACTION ON BEHALF OF HOLDINGS AND ITS SUBSIDIARIES.
(B)
AT THE REQUEST OF THE ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS AT ANY TIME AND FROM TIME TO TIME DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, UPON THE REASONABLE BELIEF BY THE ADMINISTRATIVE AGENT
THAT HOLDINGS OR ANY OF ITS SUBSIDIARIES HAS BREACHED IN ANY MATERIAL RESPECT
ANY REPRESENTATION OR COVENANT HEREIN WITH RESPECT TO ANY ENVIRONMENTAL MATTERS
AFFECTING ANY MORTGAGED PROPERTY AND SUCH BREACH IS CONTINUING AND/OR A NOTICE
HAS BEEN PROVIDED UNDER SECTION 7.01(G), HOLDINGS AND THE BORROWER WILL PROVIDE,
AT THEIR SOLE COST AND EXPENSE (OR WILL CAUSE ITS RELEVANT SUBSIDIARY TO PROVIDE
AT ITS SOLE COST AND EXPENSE), AN ENVIRONMENTAL SITE ASSESSMENT REPORT
REASONABLE