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<br />200511354
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<br />Group; and (cc) the costs, whether foreseeable or unforeseeable, of any investigation, repair, cleanup or
<br />detoxification of the Property which is required by any governmental entity or is otherwise necessary to
<br />render the Property in compliance with all laws and regulations pertaining to Hazardous Materials. "Lender
<br />Group," as used herein, shall mean (1) Lender (including, without limitation, any participant in the Loan), (2)
<br />any entity controlling, controlled by or under common control with Lender, (3) the directors, officers,
<br />employees and agents of Lender and such other entities, and (4) the successors, heirs and assigns of the
<br />entities and persons described in foregoing clauses (1) through (3). Borrower shall pay immediately upon
<br />Trustee's or Lender's demand any amounts owing under this indemnity together with interest from the date
<br />the indebtedness arises until paid at the rate of interest applicable to the principal balance of the Note as
<br />specified therein. Borrower agrees to use legal counsel reasonably acceptable to Trustee and Lender Group in
<br />any action or proceeding arising under this indemnity.
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<br />THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION AND/OR
<br />RECONVEYANCE OR RELEASE AND/OR DISCHARGE OF THIS SECURITY INSTRUMENT, BUT
<br />BORROWER'S LIABILITY UNDER THIS INDEMNITY SHALL BE SUBJECT TO THE PROVISIONS
<br />OF THE SECTION IN THE NOTE ENTITLED "BORROWER'S LIABILITY."
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<br />6.20 SUBSTITUTION OF TRUSTEE. From time to time, by a writing signed and acknowledged by Lender and
<br />recorded in the Office of the Recorder of the County in which the Property is situated, Lender may appoint
<br />another trustee(s) to act in the place and stead of Trustee or any successor. Such writing shall set forth any
<br />information required by law. The recordation of such instrument of substitution shall discharge Trustee herein
<br />named and shall appoint the new trustee(s) as the trustee hereunder with the same effect as if originally
<br />named trustee herein. A writing recorded pursuant to the provisions of this Section shall be conclusive proof
<br />of the proper substitution of such new trustee.
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<br />6.21 RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY. Without notice to
<br />or the consent, approval or agreement of any persons or entities having any interest at any time in the
<br />Property or in any manner obligated under the Secured Obligations ("Interested Parties"), Lender may, from
<br />time to time: (a) fully or partially release any person or entity from liability for the payment or performance
<br />of any Secured Obligation; (b) extend the maturity of any Secured Obligation; ( c) make any agreement with
<br />Borrower increasing the amount or otherwise altering the terms of any Secured Obligation; (d) accept
<br />additional security for any Secured Obligation; or (e) release all or any portion of the Property, Collateral and
<br />other security for any Secured Obligation. None of the foregoing actions shall release or reduce the personal
<br />liability of any of said Interested Parties, or release or impair the priority of the lien of this Security
<br />Instrument upon the Property.
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<br />6.22 SALE OR PARTICIPATION OF LOAN. Lender may (without notice to Borrower) at any time sell,
<br />assign, participate or securitize all or any portion of Lender's rights and obligations under the Loan
<br />Documents, and that any such sale, assignment, participation or securitization may be to one or more
<br />financial institutions or other entities, to private investors, or into the public securities market, in Lender's
<br />sole discretion. Borrower further agrees that Lender may without notice to Borrower disseminate to any such
<br />actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating
<br />agencies, accounting firms, law firms and other third party advisory firms and investors involved with the
<br />Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all
<br />documents and financial and other information heretofore or hereafter provided to or known to Lender with
<br />respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without
<br />limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower,
<br />any guarantor and any nonborrower Borrower). In the event of any such sale, assignment, participation or
<br />securitization, Lender and the other parties to the same shall share in the rights and obligations of Lender set
<br />forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any
<br />such sale, assignment, participation or securitization, Borrower further agrees that the Loan Documents shall
<br />be sufficient evidence of the obligations of Borrower to each purchaser, assignee or participant, and Borrower
<br />shall, within 15 days after request by Lender; (c) deliver to Lender such information and documents relating
<br />to Borrower, the Property and its operation and any party connected with the Loan as Lender or any rating
<br />agency may request; (d) deliver to Lender an estoppel certificate for the benefit of Lender and any other party
<br />designated by Lender verifying the status and terms of the Loan, in form and content satisfactory to Lender;
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<br />Master SI REG NE (rev. 08/2005)
<br />1245359.6
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