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<br />and cause [i] all Tenants under any Lease or occupancy agreement affecting any
<br />portion of the Premises, and [ii] any other person or entity on or occupying the
<br />Premises, to comply with all federal, state and local laws, regulations, rules, ordinances
<br />and policies concerning the environment, health and safety and relating to the
<br />presence, generation, use, handling, transport, production, disposal, discharge or
<br />storage of Hazardous Materials in, on yr about the Premises. Without limiting the
<br />generality of the foregoing, Grantor represents, covenants and agrees that the Premises
<br />does not and will not contain any Hazardous Materials. Grantor hereby grants to
<br />Beneficiary, its agents, employees, consultants and contractors an irrevocable license
<br />to enter upon the Premises and to perform such tests on the Premises as are reasonably
<br />necessary in Beneficiary's sole discretion to conduct an investigation and/or review.
<br />(c) Grantor shall promptly take any and all necessary remedial action in
<br />response to the presence, storage, use, disposal, transportation or discharge of any
<br />Hazardous Materials an, under or about the Premises; provided, however that Grantor
<br />shall not, without Beneficiary's prior written consent, take any remedial action in
<br />response to the presence, generation, use, handling, transport, production, disposal,
<br />discharge or storage of any Hazardous Materials on, under, or about the Premises, nor
<br />enter into any settlement agreement, consent decree, or other compromise in respect to
<br />any claims, proceedings, lawsuits or actions, completed or threatened pursuant to any
<br />Hazardous Materials laws ar in connection with any third party, if such remedial
<br />action, settlement, consent or compromise might, in Beneficiary's sole determination,
<br />impair the value of Beneficiary's security hereunder; Beneficiary's prior consent shall
<br />not, however, be necessary in the event that the presence, generation, use, handling,
<br />transport, production, disposal, discharge or storage of Hazardous Materials an, under,
<br />or about the Premises either [i] poses an immediate threat to the health, safety or
<br />welfare of any individual, or [ii] is of such a nature that an immediate remedial
<br />response is necessary and it is not possible to obtain Beneficiary's consent prior to
<br />undertaking such action. In the event Grantor undertakes any remedial action with
<br />respect to any Hazardous Materials on, under or about the Premises, Grantor shall
<br />immediately notify Beneficiary of any such remedial action, and shall conduct and
<br />complete such remedial action [A] in compliance with all applicable federal, state and
<br />local laws, regulations, rules, ordinances and policies, [B] to the satisfaction of
<br />Beneficiary, and [C] in accordance with the orders and directives of all federal, state
<br />and local governmental authorities.
<br />(d) Grantor shall protect, defend, indemnify and hold Beneficiary, its parent
<br />corporation, subsidiaries and affiliates and each of their directors, officers, employees
<br />and agents, and any successors to Beneficiary's interest in the Premises, and any other
<br />person or entity who acquires any portion of the Premises at a foreclosure sale, by the
<br />receipt of a deed in lieu of foreclosure, or otherwise through the exercise of
<br />Beneficiary's rights and remedies under the Loan Documents, and any successors to
<br />any such other person or entity, and all directors, officers, employees and agents of all
<br />of the aforementioned indemnified parties, harmless from and against any and all
<br />claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments,
<br />awards, costs and expenses (including, without limitation, attorneys' fees and casts and
<br />expenses of investigation) which arise out of or relate in any way to any presence,
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