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<br />brokerage commissions, finders' fees, placement fees, court costs, surveyors',
<br />photographers', appraisers', architects', engineers', consulting professionals',
<br />accountants' and attorneys' fees and disbursements. Grantor acknowledges that from
<br />time to time Grantor shall receive statements for such expenses, including without
<br />limitation attorneys' fees and disbursements. Grantor shall pay such statements promptly
<br />upon receipt
<br />(b) If (i) any sale (or any prerequisite to a sale) action or proceeding
<br />shall be commenced by Beneficiary (including but not limited to any sale of the Property,
<br />or any action to foreclose this Deed of Trust or to collect the Secured Obligations), or any
<br />action or proceeding is commenced to which Beneficiary is made a party, or in which it
<br />becomes necessary to defend or uphold the rights granted by this Deed of Trust
<br />(including, without limitation, any proceeding or other action relating to the bankruptcy,
<br />insolvency or reorganization of any Obligor) or in which Beneficiary is served with any
<br />legal process, discovery notice or subpoena and (ii) in each of the foregoing instances
<br />such action or proceeding in any manner relates to or arises out of this Deed of Trust, the
<br />Credit Agreement or any of the transactions contemplated by this Deed of Trust, then
<br />Grantor will immediately reimburse or pay to Beneficiary all of the reasonable expenses
<br />which have been or may be incurred by Beneficiary with respect to the foregoing
<br />(including reasonable counsel fees and disbursements), together with interest thereon at
<br />the Applicable Rate and any such sums and the interest thereon shall be included in the
<br />Secured Obligations and have the full benefit of this Deed of Trust, prior to any right, or
<br />title to, interest in or claim upon the Property attaching or accruing to this Deed of Trust,
<br />and shall be deemed to be secured by this Deed of Trust. In any action or proceeding to
<br />sell the Property, to foreclose this Deed of Trust, or to recover or collect the Secured
<br />Obligations, the provisions of law respecting the recovering of costs, disbursements and
<br />allowances shall prevail unaffected by this covenant.
<br />(c) Grantor shall indemnify and hold harmless Beneficiary and its
<br />affiliates, and the directors, officers, agents and employees of Beneficiary and its
<br />affiliates from and against all claims, damages, losses and liabilities (including, without
<br />limitation, reasonable attorneys' fees and expenses) arising out of or based upon any
<br />matter related to this Deed of Trust, the Property or the occupancy, ownership,
<br />maintenance or management of the Property by Grantor excluding, however, any claims
<br />based on the alleged acts or omissions of any employee or agent of Grantor constituting
<br />willful misconduct. This indemnification shall be in addition to any other liability, which
<br />Grantor may otherwise have to Beneficiary.
<br />21. Successors and Assigns. All covenants of Grantor contained in this
<br />Deed of Trust are imposed solely and exclusively for the benefit of Beneficiary, Trustee
<br />and the Secured Parties and their respective successors and assigns, and no other persons
<br />or entities shall have standing to require compliance with such covenants or be deemed,
<br />under any circumstances, to be a beneficiary of such covenants. All such covenants of
<br />Grantor shall run with the land and bind Grantor, the successors and assigns of Grantor
<br />(and each of them) and all subsequent owners, encumbrancers and tenants of the
<br />Property, and shall inure to the benefit of Beneficiary, Trustee and the Secured Parties
<br />and their respective successors and assigns. The word "Grantor" shall be construed as if
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