Common use of Materials of Environmental Concern Clause in Contracts

Materials of Environmental Concern. (a) Neither Grantor nor, to the best knowledge of Grantor, any other person has ever caused or permitted any Materials of Environmental Concern to be released or disposed into the environment or on, under or at the Premises, or any part thereof, except in compliance with the Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern, except as may otherwise be disclosed in that certain Comprehensive Site Assessment Report, dated as of August 21, 2000, prepared for Mortgagor by Aquaterra Engineering, Inc. (the “Environmental Report”), a true and complete copy of which has been delivered to Mortgagee, and the Premises have never been used (whether by Grantor or, to the best knowledge of Grantor, by any other person, including any tenant) as a dump site for Materials of Environmental Concern or storage (whether permanent or temporary) site for any Materials of Environmental Concern in violation of any Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern. (b) Grantor represents that to the best of Grantor’s knowledge and except as may otherwise be disclosed in the Environmental Report, (i) upon due inquiry, no Materials of Environmental Concern are present in the environment at the Premises as a result of any unpermitted disposal or release, and (ii) neither the Premises nor any site within the vicinity of the Premises is or has been adversely affected by any Materials of Environmental Concern or is in violation of any applicable Legal Requirement of any Governmental Authority regulating, relating to, or imposing liability or standards of conduct concerning Materials of Environmental Concern. (c) Grantor shall comply with any and all applicable Legal Requirements governing the discharge and removal of Materials of Environmental Concern, shall pay immediately when due the costs of removal of any Materials of Environmental Concern, and shall keep the Premises free of any lien imposed pursuant to such Legal Requirements. In the event Grantor fails to do so, after notice to Grantor and the expiration of the earlier of (i) applicable cure periods hereunder, or (ii) the cure period permitted under the applicable Legal Requirement, Beneficiary may declare such failure an Event of Default or cause the Premises to be freed from the Materials of Environmental Concern and the cost of the removal with interest at the Default Rate shall immediately be due from Grantor to Beneficiary and the same shall be added to the Obligations guaranteed by Grantor and be secured by this Deed of Trust. Grantor further agrees not to release or dispose of any Materials of Environmental Concern at the Premises, except for the discharge or removal of Materials of Environmental Concern in compliance with all Legal Requirements, without the express approval of Beneficiary, which approval shall not be unreasonably withheld, and any such release or disposal shall comply with all applicable Legal Requirements and any conditions established by Beneficiary. In addition, in the event of any notice by a Governmental Authority of a violation of any Legal Requirement concerning any Materials of Environmental Concern at the Premises, upon prior written notice, (i) Beneficiary shall have the right to conduct an environmental audit of the Premises and Grantor shall cooperate in the conduct of such environmental audit, and (ii) Grantor shall give Beneficiary and its agents and employees access to the Premises to remove Materials of Environmental Concern, the presence of which violate any applicable Legal Requirement. Except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of Beneficiary, Grantor agrees to defend, indemnify and hold Beneficiary and Trustee free and harmless from and against all loss, costs, damage and expense (including attorneys’ fees and costs and consequential damages) Beneficiary or Trustee may sustain in connection with the Premises by reason of (i) the imposition or recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the removal thereof (“Environmental Laws”); (ii) claims of any private parties regarding violations of Environmental Laws; (iii) costs and expenses (including, without limitation, attorneys’ fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary or Trustee in connection with the removal of any such lien or in connection with Grantor’s, Beneficiary’s or Trustee’s compliance with any Environmental Laws; and (iv) the assertion against Beneficiary or Trustee by any party of any claim in connection with Materials of Environmental Concern, except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of Beneficiary. (d) For the purposes of this Deed of Trust, “Materials of Environmental Concern” means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so-called “Superfund” or “Superlien” law, or any other Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, nuclear, toxic or dangerous waste, substance or material, as now or at any time in effect. (e) The foregoing indemnification shall be a recourse obligation of Grantor and shall survive repayment of the Loans, notwithstanding the delivery of any satisfaction, release or release deed, discharge or deed of reconveyance, the assignment of this Deed of Trust by Beneficiary or the replacement of Trustee by a substitute trustee.

Materials of Environmental Concern. (a) Neither Grantor Mortgagor nor, to the best knowledge of GrantorMortgagor, any other person has ever caused or permitted any Materials of Environmental Concern to be released or disposed into the environment or on, under or at the Premises, or any part thereof, except in compliance with the Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern, except as may otherwise be disclosed in that certain Comprehensive Site Assessment Report, dated as of August 21, 2000, prepared for Mortgagor by Aquaterra Engineering, Inc. (the “Environmental Report”), a true and complete copy of which has been delivered to Mortgagee, and the Premises have never been used (whether by Grantor Mortgagor or, to the best knowledge of GrantorMortgagor, by any other person, including any tenant) as a dump site for Materials of Environmental Concern or storage (whether permanent or temporary) site for any Materials of Environmental Concern in violation of any Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern. (b) Grantor Mortgagor represents that to the best of Grantor’s knowledge and except as may otherwise be disclosed in the Environmental ReportMortgagor ‘s knowledge, (i) upon due inquiry, no Materials of Environmental Concern are present in the environment at the Premises as a result of any unpermitted disposal or release, and (ii) neither the Premises nor any site within the vicinity of the Premises is or has been adversely affected by any Materials of Environmental Concern or is in violation of any applicable Legal Requirement of any Governmental Authority regulating, relating to, or imposing liability or standards of conduct concerning Materials of Environmental Concern. (c) Grantor Mortgagor shall comply with any and all applicable Legal Requirements governing the discharge and removal of Materials of Environmental Concern, shall pay immediately when due the costs of removal of any Materials of Environmental Concern, and shall keep the Premises free of any lien imposed pursuant to such Legal Requirements. In the event Grantor Mortgagor fails to do so, after notice to Grantor Mortgagor and the expiration of the earlier of (i) applicable cure periods hereunder, or (ii) the cure period permitted under the applicable Legal Requirement, Beneficiary Mortgagee may declare such failure an Event of Default or cause the Premises to be freed from the Materials of Environmental Concern and the cost of the removal with interest at the Default Rate shall immediately be due from Grantor Mortgagor to Beneficiary Mortgagee and the same shall be added to the Obligations guaranteed by Grantor Indebtedness and be secured by this Deed of TrustMortgage. Grantor Mortgagor further agrees not to release or dispose of any Materials of Environmental Concern at the Premises, except for the discharge or removal of Materials of Environmental Concern in compliance with all Legal Requirements, without the express approval of BeneficiaryMortgagee, which approval shall not be unreasonably withheld, and any such release or disposal shall comply with all applicable Legal Requirements and any conditions established by BeneficiaryMortgagee. In addition, in the event of any notice by a Governmental Authority of a violation of any Legal Requirement concerning any Materials of Environmental Concern at the Premises, upon prior written notice, (i) Beneficiary Mortgagee shall have the right to conduct an environmental audit of the Premises and Grantor Mortgagor shall cooperate in the conduct of such environmental audit, and (ii) Grantor Mortgagor shall give Beneficiary Mortgagee and its agents and employees access to the Premises to remove Materials of Environmental Concern, the presence of which violate any applicable Legal Requirement. Except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of BeneficiaryMortgagee, Grantor Mortgagor agrees to defend, indemnify and hold Beneficiary and Trustee Mortgagee free and harmless from and against all loss, costs, damage and expense (including attorneys’ fees and costs and consequential damages) Beneficiary or Trustee Mortgagee may sustain in connection with the Premises by reason of (i) the imposition or recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the removal thereof (“Environmental Laws”); (ii) claims of any private parties regarding violations of Environmental Laws; (iii) costs and expenses (including, without limitation, attorneys’ fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary Mortgagor or Trustee Mortgagee in connection with the removal of any such lien or in connection with Grantor’s, BeneficiaryMortgagor’s or TrusteeMortgagee’s compliance with any Environmental Laws; and (iv) the assertion against Beneficiary or Trustee Mortgagee by any party of any claim in connection with Materials of Environmental Concern, except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of BeneficiaryMortgagee. (d) For the purposes of this Deed of TrustMortgage, “Materials of Environmental Concern” means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so-called “Superfund” or “Superlien” law, or any other Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, nuclear, toxic or dangerous waste, substance or material, as now or at any time in effect. (e) The foregoing indemnification shall be a recourse obligation of Grantor Mortgagor and shall survive repayment of the Loans, notwithstanding any limitations on recourse which may be contained herein or in any Loan Documents or the delivery of any satisfaction, release or release deed, discharge or deed of reconveyance, or the assignment of this Deed of Trust Mortgage by Beneficiary or the replacement of Trustee by a substitute trusteeMortgagee.

Materials of Environmental Concern. (ai) Neither Grantor Except in ------------------------------------- compliance with all applicable Environmental Laws, neither Mortgagor nor, to the best knowledge of GrantorMortgagor, any other person has ever caused or permitted any Materials of Environmental Concern to be released placed, stored, held or disposed into the environment or located on, under or at the Premises, or any part thereof, except in compliance with the Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern, except as may otherwise be disclosed in that certain Comprehensive Site Assessment Report, dated as of August 21, 2000, prepared for Mortgagor by Aquaterra Engineering, Inc. ; (the “Environmental Report”), a true and complete copy of which has been delivered to Mortgagee, and ii) the Premises have never been used (whether by Grantor Mortgagor or, to the best knowledge of GrantorMortgagor, by any other person, including any tenant or sub-tenant) as a dump site for Materials of Environmental Concern or storage (whether permanent or temporary) disposal site for any Materials of Environmental Concern; (iii) the Premises do not contain any Materials of Environmental Concern in a concentration or condition that could reasonably be expect to result in liability under any Environmental Law; and (iv) the Premises are not and have not been in violation of any Legal Requirements of any Governmental Authority regarding any Materials of applicable Environmental ConcernLaw. (b) Grantor represents that to the best of Grantor’s knowledge and except as may otherwise be disclosed in the Environmental Report, (i) upon due inquiry, no Materials of Environmental Concern are present in the environment at the Premises as a result of any unpermitted disposal or release, and (ii) neither the Premises nor any site within the vicinity of the Premises is or has been adversely affected by any Materials of Environmental Concern or is in violation of any applicable Legal Requirement of any Governmental Authority regulating, relating to, or imposing liability or standards of conduct concerning Materials of Environmental Concern. (c) Grantor Mortgagor shall comply with any and all applicable Environmental Laws and any other applicable Legal Requirements governing the discharge and removal of relating to Materials of Environmental Concern, shall pay immediately when due the costs of investigation, remediation and removal of any Materials of Environmental Concern, and shall keep the Premises free of any lien imposed pursuant to in connection with such Legal Requirements. In the event Grantor Mortgagor fails to do so, after notice to Grantor Mortgagor and the expiration of the earlier of (i) applicable cure periods hereunder, or (ii) the cure period permitted under the applicable Legal Requirement, Beneficiary Mortgagee may declare such failure an Event of Default or cause may undertake to so comply, pay, or keep free (as the case may be) in which case Mortgagor shall give Mortgagee and its agents and employees access to the Premises to be freed from the Materials of Environmental Concern so act, and the cost of the removal to so comply, pay or keep free with interest at the Default Rate shall immediately be due from Grantor Mortgagor to Beneficiary Mortgagee and the same shall be added to the Obligations guaranteed by Grantor Indebtedness and be secured by this Deed of TrustMortgage. Grantor Mortgagor further agrees not to release or dispose of any Materials of Environmental Concern at the Premises, except for the discharge or removal of Materials of Environmental Concern in compliance with all Legal Requirements, Premises without the express approval of Beneficiary, which approval shall not be unreasonably withheld, Mortgagee and any such release or disposal shall comply with all applicable Legal Requirements and any conditions established by BeneficiaryMortgagee. In addition, except in full compliance with all applicable Environmental Laws, Mortgagor agrees not to allow the event use, storage or presence of any notice by a Governmental Authority of a violation of any Legal Requirement concerning any Materials of Environmental Concern at over or upon the Premises. Notwithstanding anything to the contrary in either the Credit Agreement or this Mortgage, Mortgagor shall not place or deposit, and shall not allow any other person to place or deposit, and shall not suffer to remain present, any Materials of Environmental Concern on the Premises, upon prior written noticewhether or not such placement, (i) Beneficiary deposit or presence is authorized pursuant to any Environmental Law or Environmental Permit. Mortgagee shall have the right at any time to conduct an environmental audit assessment of the Premises and Grantor Mortgagor shall cooperate in the conduct of such environmental auditassessment, and (ii) Grantor the costs of such assessment with interest at the Default Rate shall give Beneficiary immediately be due from Mortgagor to Mortgagee and its agents and employees access the same shall be added to the Premises to remove Materials of Environmental Concern, the presence of which violate any applicable Legal RequirementIndebtedness and be secured by this Mortgage. Except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of Beneficiary, Grantor Mortgagor agrees to defend, indemnify and hold Beneficiary and Trustee Mortgagee free and harmless from and against all loss, costs, damage and expense (including attorneys’ ' fees and costs and consequential damages) Beneficiary or Trustee Mortgagee may sustain in connection with the Premises by reason of (i) the imposition or recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the removal thereof (“Materials of Environmental Laws”)Concern; (ii) claims of any private parties regarding violations of Environmental Laws; (iii) costs and expenses (including, without limitation, attorneys’ ' fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary Mortgagor or Trustee Mortgagee in connection with the removal of any such lien or in connection with Grantor’s, Beneficiary’s Mortgagor's or Trustee’s Mortgagee's compliance with any Environmental Laws; and (iv) the assertion against Beneficiary or Trustee Mortgagee by any party of any claim in connection with Materials of Environmental Concern, except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of Beneficiary. (d) For the purposes of this Deed of Trust, “Materials of Environmental Concern” means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so-called “Superfund” or “Superlien” law, or any other Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, nuclear, toxic or dangerous waste, substance or material, as now or at any time in effect. (ec) The foregoing indemnification shall be a recourse obligation of Grantor and shall survive repayment of the LoansNotes, notwithstanding the delivery of any satisfaction, release or release deed, discharge or deed of reconveyance, or the assignment of this Deed of Trust Mortgage by Beneficiary or the replacement of Trustee by a substitute trusteeMortgagee.

Materials of Environmental Concern. (a) Neither Grantor nor, Except for matters subject to the best knowledge of GrantorRemediation Plan, in the event that during the Term, Lessee or any other person has ever caused Person shall uncover or permitted discover the presence of any Hazardous Materials of Environmental Concern to be released or disposed into the environment or on, in or under or at the Premises, or any part thereof, except in compliance with the Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern, except as may otherwise be disclosed in Land that certain Comprehensive Site Assessment Report, dated as of August 21, 2000, prepared for Mortgagor by Aquaterra Engineering, Inc. (the “Environmental Report”), a true and complete copy of which has been delivered to Mortgagee, and the Premises have never been used (whether by Grantor or, to the best knowledge of Grantor, by any other person, including any tenant) as a dump site for Materials of Environmental Concern or storage (whether permanent or temporary) site for any Materials of Environmental Concern in violation of any Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern. (b) Grantor represents that to the best of Grantor’s knowledge and except as may otherwise be disclosed in the Environmental Report, were Released (i) upon due inquiryduring or prior to the Initial Term, no Materials of Environmental Concern are present Lessor, in its capacity as Lessee under the environment at Facility Lease, shall take all actions required under the Premises Facility Lease and the other Operative Documents and will assume all liability therefor as a result of any unpermitted disposal or releaseset forth thereunder, and (ii) neither thereafter, Lessor and Lessee shall take such actions as mutually agreed in connection with the Premises nor any site within the vicinity commencement of the Premises is or has been adversely affected by any Materials of Environmental Concern or is in violation of any applicable Legal Requirement of any Governmental Authority regulating, relating to, or imposing liability or standards of conduct concerning Materials of Environmental Concern. (c) Grantor shall comply with any and all applicable Legal Requirements governing the discharge and removal of Materials of Environmental Concern, shall pay immediately when due the costs of removal of any Materials of Environmental Concern, and shall keep the Premises free of any lien imposed pursuant to such Legal RequirementsRenewal Term. In the event Grantor fails to do so, after notice to Grantor and the expiration of the earlier of (i) applicable cure periods hereunder, or (ii) the cure period permitted under the applicable Legal Requirement, Beneficiary may declare such failure an Event of Default or cause the Premises to be freed from the Materials of Environmental Concern and the cost of the removal with interest at the Default Rate shall immediately be due from Grantor to Beneficiary and the same shall be added Except for matters subject to the Obligations guaranteed Remediation Plan, Lessor shall immediately, at its sole cost, liability and expense, take all actions required by Grantor and be secured by this Deed of Trust. Grantor further agrees not to release or dispose of any Materials of Environmental Concern at the Premises, except for the discharge or removal of Materials of Environmental Concern in compliance with all Legal Requirements, without the express approval of Beneficiary, which approval shall not be unreasonably withheld, and any such release or disposal shall comply with all applicable Legal Requirements and any conditions established by Beneficiary. In additionLaws, in the event of any notice by a Governmental Authority of a violation of any Legal Requirement concerning any Materials of Environmental Concern at the Premisescoordination with Lessee, upon prior written noticeincluding, but not limited to, (i) Beneficiary shall have the right to conduct an environmental audit of the Premises remove or treat such Hazardous Materials and Grantor shall cooperate in the conduct of any soil or water contaminated by such environmental auditmaterials, and (ii) Grantor shall give Beneficiary and its agents and employees access to the Premises to remove Materials of Environmental Concernreplace, the presence of which violate any applicable Legal Requirement. Except to the extent that any lossas necessary, costsuch soil or water with uncontaminated soil or water, damage or expense has been occasioned by the willful misconduct or gross negligence of Beneficiary, Grantor agrees to defend, indemnify and hold Beneficiary and Trustee free and harmless from and against all loss, costs, damage and expense (including attorneys’ fees and costs and consequential damages) Beneficiary or Trustee may sustain in connection with the Premises by reason of (i) the imposition or recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the removal thereof (“Environmental Laws”); (ii) claims of any private parties regarding violations of Environmental Laws; (iii) costs and expenses (includingto prevent further or renewed Releases or spread of Hazardous Materials, without limitation, attorneys’ fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary or Trustee in connection with the removal of any such lien or in connection with Grantor’s, Beneficiary’s or Trustee’s compliance with any Environmental Laws; and (iv) completing such remediation as is necessary to receive a “no further remediation” letter from the assertion against Beneficiary or Trustee by any party of any claim DEH and otherwise in connection accordance with Materials of Environmental Concern, except the applicable Governmental Regulations. Pursuant to the extent Construction and Development Agreement, the matters subject to the Remediation Plan will be remediated such that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of Beneficiary. (d) For the purposes of DEH will issue a “no further remediation” letter. Lessor’s obligations pursuant to this Deed of Trust, “Materials of Environmental Concern” means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so-called “Superfund” or “Superlien” law, or any other Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, nuclear, toxic or dangerous waste, substance or material, as now or at any time in effect. (e) The foregoing indemnification Section 4.6 shall be a recourse obligation of Grantor and shall survive repayment performed with the least disruption to the construction of the LoansImprovements or operations on the Leased Property possible under the circumstances and otherwise in accordance with the Facility Lease during the Initial Term. Pursuant to the terms of the Facility Lease and related documents, notwithstanding Lessor shall be liable to Lessee for any additional costs incurred by Lessee in the delivery construction of the Improvements or operations on the Leased Property as a result of the discovery of such Hazardous Materials, including, but not limited to costs, fees or monies required to be paid by Lessee under any satisfaction, release third party contracts or release deed, discharge agreements and anticipated or deed of reconveyance, the assignment of this Deed of Trust by Beneficiary or the replacement of Trustee by a substitute trusteeactual lost profits.

Materials of Environmental Concern. (a) Neither Grantor Mortgagor nor, to the best knowledge of GrantorMortgagor, any other person has ever caused or permitted any Materials of Environmental Concern to be released or disposed into the environment or on, under or at the Premises, or any part thereof, except in compliance with the Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern, except as may otherwise be disclosed in that certain Comprehensive Site Assessment Report, dated as of August 21, 2000, prepared for Mortgagor by Aquaterra Engineering, Inc. (the “Environmental Report”), a true and complete copy of which has been delivered to Mortgagee, and the Premises have never been used (whether by Grantor Mortgagor or, to the best knowledge of GrantorMortgagor, by any other person, including any tenant) as a dump site for Materials of Environmental Concern or storage (whether permanent or temporary) site for any Materials of Environmental Concern in violation of any Legal Requirements of any Governmental Authority regarding any Materials of Environmental Concern. (b) Grantor Mortgagor represents that to the best of Grantor’s knowledge and except as may otherwise be disclosed in the Environmental ReportMortgagor ‘s knowledge, (i) upon due inquiry, no Materials of Environmental Concern are present in the environment at the Premises as a result of any unpermitted disposal or release, and (ii) neither the Premises nor any site within the vicinity of the Premises is or has been adversely affected by any Materials of Environmental Concern or is in violation of any applicable Legal Requirement of any Governmental Authority regulating, relating to, or imposing liability or standards of conduct concerning Materials of Environmental Concern. (c) Grantor Mortgagor shall comply with any and all applicable Legal Requirements governing the discharge and removal of Materials of Environmental Concern, shall pay immediately when due the costs of removal of any Materials of Environmental Concern, and shall keep the Premises free of any lien imposed pursuant to such Legal Requirements. In the event Grantor Mortgagor fails to do so, after notice to Grantor Mortgagor and the expiration of the earlier of (i) applicable cure periods hereunder, or (ii) the cure period permitted under the applicable Legal Requirement, Beneficiary Mortgagee may declare such failure an Event of Default or cause the Premises to be freed from the Materials of Environmental Concern and the cost of the removal with interest at the Default Rate shall immediately be due from Grantor Mortgagor to Beneficiary Mortgagee and the same shall be added to the Obligations guaranteed by Grantor Mortgagor and be secured by this Deed of TrustMortgage. Grantor Mortgagor further agrees not to release or dispose of any Materials of Environmental Concern at the Premises, except for the discharge or removal of Materials of Environmental Concern in compliance with all Legal Requirements, without the express approval of BeneficiaryMortgagee, which approval shall not be unreasonably withheld, and any such release or disposal shall comply with all applicable Legal Requirements and any conditions established by BeneficiaryMortgagee. In addition, in the event of any notice by a Governmental Authority of a violation of any Legal Requirement concerning any Materials of Environmental Concern at the Premises, upon prior written notice, (i) Beneficiary Mortgagee shall have the right to conduct an environmental audit of the Premises and Grantor Mortgagor shall cooperate in the conduct of such environmental audit, and (ii) Grantor Mortgagor shall give Beneficiary Mortgagee and its agents and employees access to the Premises to remove Materials of Environmental Concern, the presence of which violate any applicable Legal Requirement. Except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of BeneficiaryMortgagee, Grantor Mortgagor agrees to defend, indemnify and hold Beneficiary and Trustee Mortgagee free and harmless from and against all loss, costs, damage and expense (including attorneys’ fees and costs and consequential damages) Beneficiary or Trustee Mortgagee may sustain in connection with the Premises by reason of (i) the imposition or recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the removal thereof (“Environmental Laws”); (ii) claims of any private parties regarding violations of Environmental Laws; (iii) costs and expenses (including, without limitation, attorneys’ fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary Mortgagor or Trustee Mortgagee in connection with the removal of any such lien or in connection with Grantor’s, BeneficiaryMortgagor’s or TrusteeMortgagee’s compliance with any Environmental Laws; and (iv) the assertion against Beneficiary or Trustee Mortgagee by any party of any claim in connection with Materials of Environmental Concern, except to the extent that any loss, cost, damage or expense has been occasioned by the willful misconduct or gross negligence of BeneficiaryMortgagee. (d) For the purposes of this Deed of TrustMortgage, “Materials of Environmental Concern” means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so-called “Superfund” or “Superlien” law, or any other Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, nuclear, toxic or dangerous waste, substance or material, as now or at any time in effect. (e) The foregoing indemnification shall be a recourse obligation of Grantor Mortgagor and shall survive repayment of the Loans, notwithstanding any limitations on recourse which may be contained herein or in any Loan Documents or the delivery of any satisfaction, release or release deed, discharge or deed of reconveyance, or the assignment of this Deed of Trust Mortgage by Beneficiary or the replacement of Trustee by a substitute trusteeMortgagee.