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201503940 or its property, the Grantor hereby irrevocably waives such immunity in respect of its obligations under this Deed of Trust. 21.Time of Essence. Time is of the essence with respect to the provisions of this Deed of Trust. 22.No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Deed of Trust. ln the event an ambiguity or question of intent or interpretation arises, this Deed of Trust shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Deed of Trust. 23.A�enYs Ri ng t to Appear. After the occurrence of an Event of Default, ar in any situation where the Agent or the Required Lenders reasonably determine that the Grantor's action is not protective of the interest of the Agent in the Trust Property, Agent shall have the right to appear in and defend any legal proceeding brought regarding the Trust Property and to bring any legal proceeding, in the name and on behalf of the Grantar or in the Agent's name,that the Required Lenders (as defined in the Loan Agreement), in their sole discretion, determine is necessary to be brought to protect the Secured Parties' interest in the Trust Property, as long as Agent provided Grantor fifteen (15) days prior written notice of its intent to bring such proceeding, except in the event of an emergency, in which case no prior notice shall be required (but Agent shall promptly thereafter notify Grantor of the bringing of such proceeding). Nothing herein is intended to prohibit Grantor from bringing or defending any suit relating to the Trust Property. 24.No Liabilitv of Secured Parties. Norivithstanding anything to the contrary contained in this Deed of Trust, this Deed of Trust is only intended as security for the �bligations Secured and the Secured Parties shall not be obligated to perform or discharge, and do not hereby undertake to perform or discharge, any obligation, duty or liability of the Grantor with respect to any of the Trust Property. Unless and until a Secured Party takes title or possession of the Trust Property, either through foreclosure, the taking of a deed in lieu thereof or otherwise, no Secured Party shall be responsible or liable for the control, care,management or repair of the Trust Property or for any negligence in the management, operation, upkeep, repair or control of the Trust Property resulting in loss or injury or death to a�y licensee, employee, tenant or stranger or other person. The Grantor agrees to indemnify and hold harmless Yhe Secured Parties from and against all loss, cost and liability incurred by the Grantor in connection with any of the foregoing that are not the responsibility of the Secured Parties in accordance with this Section;provided that the Grantor shall not be liable for such indemnification to any Secured Party to the extent that resulting from such Secured Party's gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final,non-appealable order. 25. Indemnitv. Grantor unconditionally agrees to forever indemnify,defend and hold harmless,and covenants not to sue for any claim for contribution against, each Secured Party and their respective directors, officers, employees, trustees, agents, financia] advisors, consultants, affiliates and controlling persons (each such person, an "lndemnitee") for any damages, costs, loss or expense, including response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, 716530428 14447759 12