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<br />each Third Party Trustor agrees to indemnify and hold Beneficiary harmless from and against all costs and
<br />expenses, including reasonable attorneys' fees, expended or incurred by Beneficiary in connection therewith,
<br />including without limitation, in any litigation with respect thereto.
<br />(b) Waivers.
<br />(i) Each Third Party Trustor waives any right to require Beneficiary to: (A) proceed against any Obligor or
<br />any other person; (B) marshal assets or proceed against or exhaust any security held from any Obligor or any
<br />other person; (C) give notice of the terms, time and place of any public or private sale or other disposition of
<br />personal property security held from any Obligor or any other person; (D) take any action or pursue any other
<br />remedy in Beneficiary's power; or (E) make any presentment or demand for performance, or give any notice of
<br />nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any
<br />obligations or evidences of indebtedness held by Beneficiary as security for or which constitute in whole or in
<br />part the Secured Obligations, or in connection with the creation of new or additional obligations.
<br />(ii) Each Third Party Trustor waives any defense to its obligations hereunder based upon or arising by
<br />reason of: (A) any disability or other defense of any Obligor or any other person; (B) the cessation or limitation
<br />from any cause whatsoever, other than payment in full, of any Secured Obligation; (C) any lack of authority of
<br />any officer, director, partner, agent or any other person acting or purporting to act on behalf of any Obligor
<br />which is a corporation, partnership or other type of entity, or any defect in the formation of any such Obligor;
<br />(D) the application by any Obligor of the proceeds of any Secured Obligation for purposes other than the
<br />purposes represented by any Obligor to, or intended or understood by, Beneficiary or any Third Party Trustor;
<br />(E) any act or omission by Beneficiary which directly or indirectly results in or aids the discharge of any Obligor
<br />or any portion of any Secured Obligation by operation of law or otherwise, or which in any way impairs or
<br />suspends any rights or remedies of Beneficiary against any Obligor; (F) any impairment of the value of any
<br />interest in any security for the Secured Obligations or any portion thereof, including without limitation, the
<br />failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any
<br />such security without substitution, and/or the failure to preserve the value of, or to comply with applicable
<br />law in disposing of, any such security; (G) any modification of any Secured Obligation, in any form
<br />whatsoever, including without limitation the renewal, extension, acceleration or other change in time for
<br />payment of, or other change in the terms of, any Secured Obligation or any portion thereof, including increase
<br />or decrease of the rate of interest thereon; or (H) any requirement that Beneficiary give any notice of
<br />acceptance of this Deed of Trust. Until all Secured Obligations shall have been paid in full, no Third Party
<br />Trustor shall have any right of subrogation, and each Third Party Trustor waives any right to enforce any
<br />remedy which Beneficiary now has or may hereafter have against any Obligor or any other person, and waives
<br />any benefit of, or any right to participate in, any security now or hereafter held by Beneficiary. Each Third
<br />Party Trustor further waives all rights and defenses it may have arising out of: (1) any election of remedies by
<br />Beneficiary, even though that election of remedies, such as a non - judicial foreclosure with respect to any
<br />security for any portion of the Secured Obligations, destroys such Third Party Trustor's rights of subrogation
<br />or such Third Party Trustor's rights to proceed against any Obligor for reimbursement; or (2) any loss of rights
<br />any Third Party Trustor may suffer by reason of any rights, powers or remedies of any Obligor in connection
<br />with any anti - deficiency laws or any other laws limiting, qualifying or discharging any Obligor's obligations,
<br />whether by operation of or otherwise, including any rights any Third Party Trustor may have to a fair market
<br />value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any
<br />security for any portion of the Secured Obligations.
<br />(iii) If any of said waivers is determined to be contrary to any applicable law or public policy, such waiver
<br />shall be effective to the extent permitted by applicable law or public policy.
<br />ARTICLE V. DEFAULT PROVISIONS
<br />5.01 Default. The occurrence of any of the following shall constitute a "Default" under this Deed of Trust:
<br />(a) Trustor shall fail to observe or perform any obligation or agreement contained herein; (b) any representation
<br />or warranty of Trustor herein shall prove to be incorrect, false or misleading in any material respect when
<br />made; or (c) any default in the payment or performance of any obligation, or any defined event of default,
<br />under any provisions of the Note or any other contract, instrument or document executed in connection with,
<br />DEED OF TRUST With Assignment of Rents (05 /01)
<br />07264,67787507270
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