Common use of Compliance with Environmental Laws; Permits Clause in Contracts

Compliance with Environmental Laws; Permits. (a) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, comply with, and use commercially reasonable efforts to require compliance by all tenants and subtenants, if any, with, all Environmental Laws and obtain, maintain and comply with, and use commercially reasonable efforts to require that all tenants and subtenants obtain, maintain and comply with any and all Environmental Permits. (b) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, in each case to the extent required under Environmental Laws in connection with any Real Property owned in fee by the Borrower (including, as necessary under Environmental Law, asbestos surveys and abatement and/or groundwater investigation and remediation), and comply as required with all Environmental Laws governing any Real Property owned in fee by the Borrower or the improvements thereon. (c) Lender may (but shall not be required to) at Borrower’s expense, at any time that Lender has a reasonable basis to believe that (i) a Release of Hazardous Materials has occurred at, on or under any Real Property owned in fee by the Borrower or (ii) there has been a violation of Environmental Law in connection with any Real Property owned in fee by the Borrower that, in each case, would reasonably be expected to have a Material Adverse Effect, (A) retain an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for the First Lien Loan Parties or any of them, (B) conduct its own investigation of such Real Property owned in fee by the Borrower in respect of such Release (if any) or (C) conduct a further Phase I investigation, asbestos survey, or other environmental assessment of such Real Property owned in fee by the Borrower. For purposes of conducting such a review and/or investigation, Lender and its agents, employees, consultants and contractors shall have the right, upon reasonable prior notice, to enter into or onto such Real Property and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos containing materials) as are reasonably necessary to conduct such further Phase I investigation, asbestos survey or other environmental assessment, or investigate such recommendations as may be set forth in such subsequent Phase I, asbestos survey or other environmental assessment report. Notwithstanding the foregoing, absent an Event of Default in connection with or related to Environmental Law that is continuing, Lender shall first afford the Borrower a reasonable opportunity to conduct its own review and/or investigation instead, and in all cases shall give reasonable prior notice and reasonably cooperate with the Borrower concerning such review and/or investigation. Lender shall share the results of such investigation with Borrower and shall provide copies of associated reports to Borrower and provide Borrower with the reasonable opportunity to participate in any sampling investigation, including the right to take split or other verification samples. Any such investigation shall be conducted, unless otherwise agreed to in writing by Borrower and Lender, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at such Real Property or the Project or cause any damage or loss to any property at such Real Property or the Project. Any report of any investigation conducted at the request of Lender pursuant to this Section 5.09 will be obtained and shall be used by Lender solely for the purposes of Lender’s internal credit decisions, to monitor and police the Loan and to protect Lender’s security interests, if any, created by the Loan Documents, and except as may be required by applicable law and subject to any independent legal obligations of the independent professional consultant, Lender shall not confer with, make filings to or otherwise correspond with any Governmental Authority with respect to or relating to such sampling or investigation without the reasonable consent of, or participation by, Borrower; provided, however, should any such investigation conducted at the request of Lender confirm a Release of Hazardous Materials at, on, under or from any Real Property owned in fee by the Borrower, Borrower shall, at Borrower’s sole cost and expense without prejudice to Borrower’s right to assert any claims against any Governmental Authority or other Person, if and to the extent required under Environmental Law, undertake to remediate such Release and shall otherwise comply with any Environmental Law with respect to such Release. Notwithstanding the foregoing, Lender shall not be able to exercise any of its rights in respect of this Section 5.09(c) for so long as any First Lien Financing remains outstanding. (d) Upon request, deliver or make available to Lender (i) as soon as reasonably practicable following receipt thereof, copies in Borrower’s possession or control of all non-privileged portions of environmental audits, investigations, analyses and reports not previously made available to Lender, whether prepared by personnel of Borrower or by independent consultants, Governmental Authorities or any other Persons, with respect to the Real Property or with respect to any Environmental Claims, (ii) reasonably promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any Governmental Authority under any Environmental Laws that would reasonably be expected to result in a Material Adverse Effect and (B) any remedial action taken by any Person in response to (1) any Release of Hazardous Materials which would reasonably be expected to result in a Material Adverse Effect, or (2) any Environmental Claims against Borrower that would reasonably be expected to result in a Material Adverse Effect, (iii) as soon as practicable following the sending or receipt thereof by Borrower, a copy of any and all material written communications with any third parties with respect to (A) any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect, and (C) any request for information from any Governmental Authority stating that such Governmental Authority is investigating whether Borrower may be potentially responsible under CERCLA or any analogous Environmental Law or may otherwise have liability under any Environmental Law that would reasonably be expected to result in a Material Adverse Effect and (iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Lender regarding any matters disclosed pursuant to this Section 5.09(d) or otherwise affecting the Mortgaged Property under any Environmental Law that would reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws; Permits. (a) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, comply with, and use commercially reasonable efforts to require compliance by all tenants and subtenants, if any, with, all Environmental Laws and obtain, maintain and comply with, and use commercially reasonable efforts to require that all tenants and subtenants obtain, maintain and comply with any and all Environmental Permits. (b) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, in each case to the extent required under Environmental Laws in connection with any Real Property owned in fee by the Borrower (including, as necessary under Environmental Law, asbestos surveys and abatement and/or groundwater investigation and remediation), and comply as required with all Environmental Laws governing any Real Property owned in fee by the Borrower or the improvements thereon. (c) Lender The Administrative Agent may (but shall not be required to) at Borrower’s expense, at any time that Lender the Administrative Agent has a reasonable basis to believe that (i) a Release of Hazardous Materials has occurred at, on or under any Real Property owned in fee by the Borrower or (ii) there has been a violation of Environmental Law in connection with any Real Property owned in fee by the Borrower that, in each case, would reasonably be expected to have a Material Adverse Effect, (A) retain an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for the First Lien Loan Parties or any of themParties, (B) conduct its own investigation of such Real Property owned in fee by the Borrower in respect of such Release (if any) or (C) conduct a further Phase I investigation, asbestos survey, or other environmental assessment of such Real Property owned in fee by the Borrower. For purposes of conducting such a review and/or investigation, Lender the Administrative Agent and its agents, employees, consultants and contractors shall have the right, upon reasonable prior notice, to enter into or onto such Real Property and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos containing materials) as are reasonably necessary to conduct such further Phase I investigation, asbestos survey or other environmental assessment, or investigate such recommendations as may be set forth in such subsequent Phase I, asbestos survey or other environmental assessment report. Notwithstanding the foregoing, absent an Event of Default in connection with or related to Environmental Law that is continuing, Lender the Administrative Agent shall first afford the Borrower a reasonable opportunity to conduct its own review and/or investigation instead, and in all cases shall give reasonable prior notice and reasonably cooperate with the Borrower concerning such review and/or investigation. Lender The Administrative Agent shall share the results of such investigation with Borrower and shall provide copies of associated reports to Borrower and provide Borrower with the reasonable opportunity to participate in any sampling investigation, including the right to take split or other verification samples. Any such investigation shall be conducted, unless otherwise agreed to in writing by Borrower and Lenderthe Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at such Real Property or the Project or cause any damage or loss to any property at such Real Property or the Project. Any report of any investigation conducted at the request of Lender the Administrative Agent pursuant to this Section 5.09 will be obtained and shall be used by Lender the Administrative Agent and the Lenders solely for the purposes of Lender’s the Lenders’ internal credit decisions, to monitor and police the Loan Loans and to protect Lender’s the Lenders’ security interests, if any, created by the Loan Documents, and except as may be required by applicable law and subject to any independent legal obligations of the independent professional consultant, neither the Administrative Agent nor any Lender shall not confer with, make filings to or otherwise correspond with any Governmental Authority with respect to or relating to such sampling or investigation without the reasonable consent of, or participation by, Borrower; provided, however, should any such investigation conducted at the request of Lender the Administrative Agent confirm a Release of Hazardous Materials at, on, under or from any Real Property owned in fee by the Borrower, Borrower shall, at Borrower’s sole cost and expense without prejudice to Borrower’s right to assert any claims against any Governmental Authority or other Person, if and to the extent required under Environmental Law, undertake to remediate such Release and shall otherwise comply with any Environmental Law with respect to such Release. Notwithstanding the foregoing, Lender shall not be able to exercise any of its rights in respect of this Section 5.09(c) for so long as any First Lien Financing remains outstanding. (d) Upon request, deliver or make available to Lender the Administrative Agent (i) as soon as reasonably practicable following receipt thereof, copies in Borrowersuch Loan Party’s possession or control of all non-privileged portions of environmental audits, investigations, analyses and reports not previously made available to Lenderthe Administrative Agent, whether prepared by personnel of Borrower such Loan Party or by independent consultants, Governmental Authorities or any other Persons, with respect to the Real Property or with respect to any Environmental Claims, (ii) reasonably promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any Governmental Authority under any Environmental Laws that would reasonably be expected to result in a Material Adverse Effect and (B) any remedial action taken by any Person in response to (1) any Release of Hazardous Materials which would reasonably be expected to result in a Material Adverse Effect, or (2) any Environmental Claims against Borrower such Loan Party that would reasonably be expected to result in a Material Adverse Effect, (iii) as soon as practicable following the sending or receipt thereof by Borrowersuch Loan Party, a copy of any and all material written communications with any third parties with respect to (A) any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect, and (C) any request for information from any Governmental Authority stating that such Governmental Authority is investigating whether Borrower such Loan Party may be potentially responsible under CERCLA or any analogous Environmental Law or may otherwise have liability under any Environmental Law that would reasonably be expected to result in a Material Adverse Effect and (iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Lender the Administrative Agent regarding any matters disclosed pursuant to this Section 5.09(d) or otherwise affecting the Mortgaged Property under any Environmental Law that would reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws; Permits. (a) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, comply with, and use commercially reasonable efforts to require ensure compliance by all tenants and subtenants, if any, with, all Environmental Laws Laws, and obtain, maintain and comply with, and use commercially reasonable efforts to require ensure that all tenants and subtenants obtain, maintain and comply with any and all Environmental Permits. (b) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, in each case to the extent actions required under Environmental Laws in connection with any Real Property owned in fee by the Borrower (including, as necessary under Environmental Law, asbestos surveys and abatement and/or groundwater investigation and remediation)Laws, and comply as required with all Environmental Laws governing any Real the Mortgaged Property owned in fee by the Borrower or the improvements thereonthereon or any other Collateral. (c) Lender The Administrative Agent may (but shall not be required to) at the Borrower’s expense, (i) at any time that Lender the Administrative Agent has a reasonable basis to believe that (i) a Release of Hazardous Materials has occurred at, on or under any Real the Mortgaged Property owned in fee by the Borrower violation of Environmental Law or (ii) there at any other time but not more than once in any twelve-month period (unless the Administrative Agent has been a reasonable basis to believe that a Release of Hazardous Materials has occurred at, on or under the Mortgaged Property in violation of Environmental Law in connection with any Real Property owned in fee by the Borrower thatLaw, in each case, would reasonably be expected to have a Material Adverse Effect, which case such limitation shall not apply) (A) retain an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for the First Lien Loan Parties or any of themParties, (B) conduct its own investigation of such Real the Mortgaged Property owned in fee by the Borrower in respect of such Release (if any) or (C) conduct a further Phase I investigation, asbestos survey, investigation or other environmental assessment of the Mortgaged Property. The Administrative Agent shall retain a Licensed Site Remediation Professional (“LSRP”), as defined in N.J.S.A. 58:10C-2, to conduct any such Real Property owned in fee by the Borrowerinvestigation pursuant to this Section 5.09. For purposes of conducting such a review and/or investigation, Lender the Administrative Agent and its agents, employees, consultants and contractors shall have the right, upon reasonable prior notice, to enter into or onto such Real the Mortgaged Property and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos containing materials) as are reasonably necessary to investigate such Release, to conduct such further Phase I investigation, asbestos survey investigation or other environmental assessment, or investigate such recommendations as may be set forth in such subsequent Phase I, asbestos survey I or other environmental assessment report. Notwithstanding the foregoing, absent an Event of Default in connection with or related to Environmental Law that is continuing, Lender shall first afford the Borrower a reasonable opportunity to conduct its own review and/or investigation instead, and in all cases shall give reasonable prior notice and reasonably cooperate with the Borrower concerning such review and/or investigation. Lender The Administrative Agent shall share the results of such investigation with Borrower and the Borrower, shall provide copies of the non-privileged portions of associated reports to the Borrower and provide the Borrower with the reasonable opportunity to participate in any sampling investigation, including the right to take split or other verification samples. Any such investigation shall be conducted, unless otherwise agreed to in writing by the Borrower and Lenderthe Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at such Real the Mortgaged Property or the Project or cause any damage or loss to any property at such Real the Mortgaged Property or the Project. Any report of any investigation conducted at the request of Lender the Administrative Agent pursuant to this Section 5.09 will be obtained and shall be used by Lender the Administrative Agent and the Lenders solely for the purposes of Lender’s the Lenders’ internal credit decisions, to monitor and police the Loan Loans and to protect Lender’s the Lenders’ security interests, if any, created by the Loan Documents, and unless an Event of Default has occurred and is continuing, or except as may be required by applicable law Law and subject to any independent legal obligations of the independent professional consultantLSRP, neither the Administrative Agent nor any Lender shall not confer with, make filings to or otherwise correspond with any Governmental Authority with respect to or relating to such sampling or investigation without the reasonable consent of, or participation by, the Borrower; provided, however, should any such investigation conducted at the request of Lender the Administrative Agent confirm a Release of Hazardous Materials at, on, under or from any Real Property owned in fee by the BorrowerMortgaged Property, the Borrower shall, at the Borrower’s sole cost and expense without prejudice to the Borrower’s right to assert any claims against any Governmental Authority or other Personperson, if and to the extent required under Environmental Law, undertake to remediate such Release and shall otherwise comply with any Environmental Law with respect to such Release. Notwithstanding the foregoing, Lender shall not be able to exercise any of its rights in respect of this Section 5.09(c) for so long as any First Lien Financing remains outstanding. (d) Upon request, deliver or make available Deliver to Lender the Administrative Agent (i) as soon as reasonably practicable following receipt thereof, copies in Borrowersuch Loan Party’s possession or control of all non-privileged portions of environmental audits, investigations, analyses and reports not previously made available to Lenderthe Administrative Agent, whether prepared by personnel of Borrower such Loan Party or by independent consultants, Governmental Authorities or any other Personspersons, with respect to the Real Mortgaged Property or with respect to any Environmental Claims, (ii) reasonably promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any Governmental Authority under any Environmental Laws that would reasonably be expected to result in a Material Adverse Effect and Laws, (B) any remedial action taken by any Person person in response to (1) any Release of Hazardous Materials which would reasonably be expected to result in a Material Adverse Effect, or (2) any Environmental Claims against Borrower such Loan Party that would reasonably be expected to result in a Material Adverse Effect, (iii) as soon as practicable following the sending or receipt thereof by Borrowersuch Loan Party, a copy of any and all material written communications with any third parties with respect to (A) any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect, and (C) any request for information from any Governmental Authority stating that such Governmental Authority is investigating whether Borrower such Loan Party may be potentially responsible under CERCLA or any analogous Environmental Law or may otherwise have liability under any Environmental Law that would reasonably be expected to result in a Material Adverse Effect and (iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Lender the Administrative Agent regarding any matters disclosed pursuant to this Section 5.09(d) or otherwise affecting the Mortgaged Property under any Environmental Law that would reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws; Permits. (a) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, comply with, and use commercially reasonable efforts to require ensure compliance by all tenants and subtenants, if any, with, all Environmental Laws Laws, and obtain, maintain and comply with, and use commercially reasonable efforts to require ensure that all tenants and subtenants obtain, maintain and comply with any and all Environmental Permits. (b) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, in each case to the extent actions required under Environmental Laws in connection with any Real Property owned in fee by the Borrower (including, as necessary under Environmental Law, asbestos surveys and abatement and/or groundwater investigation and remediation)Laws, and comply as required with all Environmental Laws governing any Real the Mortgaged Property owned in fee by the Borrower or the improvements thereonthereon or any other Collateral. (c) Lender The Administrative Agent may (but shall not be required to) at Borrower’s expense, (i) at any time that Lender the Administrative Agent has a reasonable basis to believe that (i) a Release of Hazardous Materials has occurred at, on or under any Real the Mortgaged Property owned in fee by the Borrower violation of Environmental Law or (ii) there at any other time but not more than once in any twelve-month period (unless the Administrative Agent has been a reasonable basis to believe that a Release of Hazardous Materials has occurred at, on or under the Mortgaged Property in violation of Environmental Law in connection with any Real Property owned in fee by the Borrower thatLaw, in each case, would reasonably be expected to have a Material Adverse Effect, which case such limitation shall not apply) (A) retain an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for the First Lien Loan Parties or any of themParties, (B) conduct its own investigation of such Real the Mortgaged Property owned in fee by the Borrower in respect of such Release (if any) or (C) conduct a further Phase I investigation, asbestos survey, investigation or other environmental assessment of the Mortgaged Property. The Administrative Agent shall retain a Licensed Site Remediation Professional (“LSRP”), as defined in N.J.S.A. 58:10C-2, to conduct any such Real Property owned in fee by the Borrowerinvestigation pursuant to this Section 5.09. For purposes of conducting such a review and/or investigation, Lender the Administrative Agent and its agents, employees, consultants and contractors shall have the right, upon reasonable prior notice, to enter into or onto such Real the Mortgaged Property and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos containing materials) as are reasonably necessary to investigate such Release, to conduct such further Phase I investigation, asbestos survey investigation or other environmental assessment, or investigate such recommendations as may be set forth in such subsequent Phase I, asbestos survey I or other environmental assessment report. Notwithstanding the foregoing, absent an Event of Default in connection with or related to Environmental Law that is continuing, Lender shall first afford the Borrower a reasonable opportunity to conduct its own review and/or investigation instead, and in all cases shall give reasonable prior notice and reasonably cooperate with the Borrower concerning such review and/or investigation. Lender The Administrative Agent shall share the results of such investigation with Borrower and Borrower, shall provide copies of the non-privileged portions of associated reports to Borrower and provide Borrower with the reasonable opportunity to participate in any sampling investigation, including the right to take split or other verification samples. Any such investigation shall be conducted, unless otherwise agreed to in writing by Borrower and Lenderthe Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at such Real the Mortgaged Property or the Project or cause any damage or loss to any property at such Real the Mortgaged Property or the Project. Any report of any investigation conducted at the request of Lender the Administrative Agent pursuant to this Section 5.09 will be obtained and shall be used by Lender the Administrative Agent and the Lenders solely for the purposes of Lender’s the Lenders’ internal credit decisions, to monitor and police the Loan Loans and to protect Lender’s the Lenders’ security interests, if any, created by the Loan Documents, and unless an Event of Default has occurred and is continuing, or except as may be required by applicable law and subject to any independent legal obligations of the independent professional consultantLSRP, neither the Administrative Agent nor any Lender shall not confer with, make filings to or otherwise correspond with any Governmental Authority with respect to or relating to such sampling or investigation without the reasonable consent of, or participation by, Borrower; provided, however, should any such investigation conducted at the request of Lender the Administrative Agent confirm a Release of Hazardous Materials at, on, under or from any Real Property owned in fee by the BorrowerMortgaged Property, Borrower shall, at Borrower’s sole cost and expense without prejudice to Borrower’s right to assert any claims against any Governmental Authority or other Person, if and to the extent required under Environmental Law, undertake to remediate such Release and shall otherwise comply with any Environmental Law with respect to such Release. Notwithstanding the foregoing, Lender shall not be able to exercise any of its rights in respect of this Section 5.09(c) for so long as any First Lien Financing remains outstanding. (d) Upon request, deliver or make available Deliver to Lender the Administrative Agent (i) as soon as reasonably practicable following receipt thereof, copies in Borrowersuch Loan Party’s possession or control of all non-privileged portions of environmental audits, investigations, analyses and reports not previously made available to Lenderthe Administrative Agent, whether prepared by personnel of Borrower such Loan Party or by independent consultants, Governmental Authorities or any other Persons, with respect to the Real Mortgaged Property or with respect to any Environmental Claims, (ii) reasonably promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any Governmental Authority under any Environmental Laws that would reasonably be expected to result in a Material Adverse Effect and Laws, (B) any remedial action taken by any Person in response to (1) any Release of Hazardous Materials which would reasonably be expected to result in a Material Adverse Effect, or (2) any Environmental Claims against Borrower such Loan Party that would reasonably be expected to result in a Material Adverse Effect, (iii) as soon as practicable following the sending or receipt thereof by Borrowersuch Loan Party, a copy of any and all material written communications with any third parties with respect to (A) any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect, and (C) any request for information from any Governmental Authority stating that such Governmental Authority is investigating whether Borrower such Loan Party may be potentially responsible under CERCLA or any analogous Environmental Law or may otherwise have liability under any Environmental Law that would reasonably be expected to result in a Material Adverse Effect and (iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Lender the Administrative Agent regarding any matters disclosed pursuant to this Section 5.09(d) or otherwise affecting the Mortgaged Property under any Environmental Law that would reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws; Permits. (a) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, comply with, and use commercially reasonable efforts to require compliance by all tenants and subtenants, if any, with, all Environmental Laws and obtain, maintain and comply with, and use commercially reasonable efforts to require that all tenants and subtenants obtain, maintain and comply with any and all Environmental Permits. (b) Except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, in each case to the extent required under Environmental Laws in connection with any Real Property owned in fee by the Borrower (including, as necessary under Environmental Law, asbestos surveys and abatement and/or groundwater investigation and remediation), and comply as required with all Environmental Laws governing any Real Property owned in fee by the Borrower or the improvements thereon. (c) Lender The Administrative Agent may (but shall not be required to) at Borrower’s expense, at any time that Lender the Administrative Agent has a reasonable basis to believe that (i) a Release of Hazardous Materials has occurred at, on or under any Real Property owned in fee by the Borrower or (ii) there has been a violation of Environmental Law in connection with any Real Property owned in fee by the Borrower that, in each case, would reasonably be expected to have a Material Adverse Effect, (A) retain an independent professional consultant to review any environmental audits, investigations, analyses and reports relating to Hazardous Materials prepared by or for the First Lien Loan Parties or any of themParties, (B) conduct its own investigation of such Real Property owned in fee by the Borrower in respect of such Release (if any) or (C) conduct a further Phase I investigation, asbestos survey, or other environmental assessment of such Real Property owned in fee by the BorrowerProperty. For purposes of conducting such a review and/or investigation, Lender the Administrative Agent and its agents, employees, consultants and contractors shall have the right, upon reasonable prior notice, to enter into or onto such Real Property and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos containing materials) as are reasonably necessary to conduct such further Phase I investigation, asbestos survey or other environmental assessment, or investigate such recommendations as may be set forth in such subsequent Phase I, asbestos survey or other environmental assessment report. Notwithstanding the foregoing, absent an Event of Default in connection with or related to Environmental Law that is continuing, Lender the Administrative Agent shall first afford the Borrower a reasonable opportunity to conduct its own review and/or investigation instead, and in all cases shall give reasonable prior notice and reasonably cooperate with the Borrower concerning such review and/or investigation. Lender The Administrative Agent shall share the results of such investigation with Borrower and shall provide copies of associated reports to Borrower and provide Borrower with the reasonable opportunity to participate in any sampling investigation, including the right to take split or other verification samples. Any such investigation shall be conducted, unless otherwise agreed to in writing by Borrower and Lenderthe Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at such Real Property or the Project or cause any damage or loss to any property at such Real Property or the Project. Any report of any investigation conducted at the request of Lender the Administrative Agent pursuant to this Section 5.09 will be obtained and shall be used by Lender the Administrative Agent and the Lenders solely for the purposes of Lender’s the Lenders’ internal credit decisions, to monitor and police the Loan Loans and to protect Lender’s the Lenders’ security interests, if any, created by the Loan Documents, and except as may be required by applicable law and subject to any independent legal obligations of the independent professional consultant, neither the Administrative Agent nor any Lender shall not confer with, make filings to or otherwise correspond with any Governmental Authority with respect to or relating to such sampling or investigation without the reasonable consent of, or participation by, Borrower; provided, however, should any such investigation conducted at the request of Lender the Administrative Agent confirm a Release of Hazardous Materials at, on, under or from any Real Property owned in fee by the BorrowerProperty, Borrower shall, at Borrower’s sole cost and expense without prejudice to Borrower’s right to assert any claims against any Governmental Authority or other Personperson, if and to the extent required under Environmental Law, undertake to remediate such Release and shall otherwise comply with any Environmental Law with respect to such Release. Notwithstanding the foregoing, Lender shall not be able to exercise any of its rights in respect of this Section 5.09(c) for so long as any First Lien Financing remains outstanding. (d) Upon request, deliver or make available to Lender the Administrative Agent (i) as soon as reasonably practicable following receipt thereof, copies in Borrowersuch Loan Party’s possession or control of all non-privileged portions of environmental audits, investigations, analyses and reports not previously made available to Lenderthe Administrative Agent, whether prepared by personnel of Borrower such Loan Party or by independent consultants, Governmental Authorities or any other Personspersons, with respect to the Real Property or with respect to any Environmental Claims, (ii) reasonably promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any Governmental Authority under any Environmental Laws that would reasonably be expected to result in a Material Adverse Effect and (B) any remedial action taken by any Person person in response to (1) any Release of Hazardous Materials which would reasonably be expected to result in a Material Adverse Effect, or (2) any Environmental Claims against Borrower such Loan Party that would reasonably be expected to result in a Material Adverse Effect, (iii) as soon as practicable following the sending or receipt thereof by Borrowersuch Loan Party, a copy of any and all material written communications with any third parties with respect to (A) any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect, and (C) any request for information from any Governmental Authority stating that such Governmental Authority is investigating whether Borrower such Loan Party may be potentially responsible under CERCLA or any analogous Environmental Law or may otherwise have liability under any Environmental Law that would reasonably be expected to result in a Material Adverse Effect and (iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Lender the Administrative Agent regarding any matters disclosed pursuant to this Section 5.09(d) or otherwise affecting the Mortgaged Property under any Environmental Law that would reasonably be expected to have a Material Adverse Effect.