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<br />ARTICLE IV
<br />EXPENSES AND INDEMNIFICATION
<br />SECTION 4.1. Expenses. Upon written demand, Trustor (a) shall reimburse Beneficiary for all
<br />out -of- pocket expenses, including reasonable attorneys' fees and expenses, paid or incurred by Beneficiary in
<br />connection with (i) any default or alleged default, (ii) the perfection, protection, exercise or enforcement of any
<br />right or remedy under or with respect to this Deed of Trust or any other Loan Document, and (iii) the execution,
<br />delivery, administration or performance of this Deed of Trust or any other Loan Document and any consent or
<br />waiver thereunder and any amendment thereof, or (b) if an Event of Default occurs, shall reimburse Beneficiary for
<br />all out -of- pocket expenses, including reasonable attorneys' fees and expenses, (i) paid or incurred by Beneficiary in
<br />connection with (A) such Event of Default and collection, bankruptcy, insolvency and enforcementfroceedings
<br />resulting therefrom or (B) the exercise or enforcement of any right or remedy under or with respect to this Deed of
<br />Trust or any other Loan Document or (ii) otherwise paid or incurred with respect to this Deed of Trust or any other
<br />Loan Document, together, in each case, with interest thereon at the Default Rate from the date paid by Beneficiary
<br />through the date repaid to Beneficiary, as the case may be. All such funds advanced in the reasonable exercise of
<br />Beneficiary's judgment that the same are needed to protect the Subject Property, the lien of this Deed of Trust, or
<br />the Obligations are to be deemed obligatory advances hereunder and shall constitute additional indebtedness secured
<br />by this Deed of Trust. The obligations of Trustor under this Section shall be part of the Obligations and shall
<br />survive any foreclosure or transfer in lieu of foreclosure of this Deed of Trust and the release of this Deed of Trust.
<br />SECTION 4.2. Indemnification. To the fullest extent permitted by law, Trustor shall protect,
<br />defend, indemnify and save harmless Beneficiary, and its stockholders, members, directors, managers, officers,
<br />employees, beneficial owners, attorneys, agents and other representatives or affiliates of, and partners in,
<br />Beneficiary (each an "Indemnified Person ") from and against any and all liabilities, losses, actions, fines,
<br />injunctions, obligations, claims, damages (whether direct or consequential), penalties, causes of action, costs and
<br />expenses of any kind or nature (including, without limitation, in respect of or for reasonable attorneys' fees and
<br />expenses whether incurred within or outside the judicial process), imposed upon or incurred by or asserted against
<br />any such Indemnified Person including, without limitation, by reason of (i) this Deed of Trust or the Subject
<br />Property or any interest therein or receipt of any Rents; (ii) any accident, injury to or death of persons or loss of or
<br />damage to property occurring in, on or about the Subject Property or any part thereof or on the adjoining sidewalks,
<br />curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any failure on the part of Trustor to perform
<br />or comply with any of the terms of this Deed of Trust; (iv) any violation or failure to comply with any Legal
<br />Requirement by Trustor or the Property in any way; and (v) performance of any labor or services or the furnishing
<br />of any materials or other property in respect of the Subject Property or any part thereof, provided that any claims
<br />arising out of the willful misconduct or gross negligence of any Indemnified Person or act of any Indemnified
<br />Person after taking title to the Property shall be excluded from the foregoing indemnification of such Indemnified
<br />Person. Any amounts payable to Beneficiary by reason of the application of this Section 4.2 shall be secured by this
<br />Deed of Trust as an Obligation and shall become immediately due and payable and shall bear interest at the Default
<br />Rate from the date loss or damage is sustained by Beneficiary until paid. The obligations and liabilities of Trustor
<br />under this Section 4.2 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or
<br />delivery of a deed in lieu of foreclosure of this Deed of Trust and the exercise of any rights or remedies by
<br />Beneficiary.
<br />SECTION 4.3. Interest. If any Obligation arising hereunder (including, to the extent permitted
<br />under applicable law, any interest obligation) shall not be paid when due, such Obligation shall bear interest at the
<br />Default Rate commencing from the due date through the date paid. Such interest shall be part of the Obligations
<br />and shall be secured by this Deed of Trust.
<br />SECTION 4.4. Increased Costs: Change of Taxation. In the event of the enactment after the
<br />date hereof of any applicable law deducting from the value of the Property for the purpose of taxation of any lien
<br />thereon or changing in any way the applicable taxation of mortgages, deeds of trust or other liens or obligations
<br />secured thereby, or the manner of collection of such taxes, so as to affect this Deed of Trust, the Obligations or
<br />Beneficiary, upon demand by Beneficiary, to the extent permitted under applicable law, Trustor shall pay or
<br />reimburse Beneficiary for all taxes, assessments or other charges which Beneficiary is obligated to pay as a result
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<br />010499/1956/35239.00196
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