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- 13 - 200512344 and the Swingline Lenders harmless from and against any and all losses, liabilities, claims, damages or expenses (including any Lien filed against the Properties or any part of the Trust Estate in favor of any Governmental Authority, but excluding any loss, liability, claim, damage or expense incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Trustor (or any predecessor in interest to the Trustor), or the past, present or future condition of any of the Properties, or any Release or threatened Release of any Hazardous Materials from any of the Properties, excluding any such Release or threatened Release that shall occur during any period when the Beneficiary, the Trustee or any ofthe Lenders or the Swingline Lenders shall be in possession of any of the Properties following the exercise by the Beneficiary or the Trustee of any of its rights and remedies hereunder, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Trustor, at any of the Properties. Section 1.09. Inspection of the Properties. The Trustor shall keep adequate records and books of account in accordance with generally accepted accounting principles consistently applied and shall permit the Trustee, the Beneficiary and their authorized representatives to enter and inspect the Properties, to examine the records and books of account of the Trustor with respect thereto and make copies or extracts thereof, all at such reasonable times as may be requested by the Beneficiary or the Trustee. Section 1.10. Actions to Protect Trust Estate. If the Trustor shall fail to (a) effect the insurance required by Section 1.05, (b) make the payments required by Section 1.06 or (c) perform or observe any of its other covenants or agreements hereunder, the Beneficiary may, without obligation to do so, and upon notice to the Trustor (except in an emergency) effect or pay the same. To the maximum extent permitted by law, all sums, including reasonable attorneys' fees and disbursements, so expended or expended to sustain the Lien or estate of this Deed of Trust or its priority, or to protect or enforce any of the rights hereunder, or to recover any of the Obligations, shall be a Lien on the Trust Estate, shall be deemed to be added to the Obligations secured hereby, and shall be paid by the Trustor within 10 days after demand therefor, together with interest thereon at the default rate provided in Section 2.10(c) of the Credit Agreement. Section 1.11. Insurance and Condemnation Proceeds. Any Casualty or Condemnation Proceeds, shall, as provided in Section 1.05, be held by the Beneficiary in the Restoration Account and any interest or other amounts, if any, actually earned on the balance held by the Beneficiary in the Restoration Account shall be credited to the Restoration Account, for the benefit ofthe Trustor. So long as no Default shall have occurred and be continuing, at the written request of the Trustor, any monies held in the Restoration Account shall be invested or reinvested in such Liquid Investments as the Trustor shall from time to time specify. Such Deed of Trust NY3:#7374669