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<br />20050219'
<br />Section 1.06. insurance Proceeds. After the occurrence of any casualty to the Mortgaged
<br />Estate or any part thereof, the Grantor shall give prompt written notice thereof to the Beneficiary and each
<br />insurer and promptly submit a claim to such insurer(s) for payment of insurance proceeds. Proceeds of all
<br />insurance awards ( "Insurance Proceeds ") shall be held and disbursed as provided in the Loan
<br />Agreement and the Indenture. Notwithstanding the application of Insurance Proceeds to the payment of a
<br />portion of the Secured Obligations, any unpaid portion of the Secured Obligations shall remain in full
<br />force and effect and the Grantor shall not be excused in the payment thereof. If any act or occurrence of
<br />any kind or nature shall result in darnage to or loss or destruction of the Mortgaged Estate, the Grantor
<br />shall give immediate notice thereof to the Beneficiary.
<br />Except as provided below, nothing contained herein shall be deemed to excuse the Grantor from
<br />repairing or maintaining the Mortgaged Estate as provided in Section 1.03 hereof. The application or
<br />release by the Beneficiary of any Insurance Proceeds shall not cure or waive any Event of Default or
<br />notice of default hereunder or invalidate any act done pursuant to such notice.
<br />Section 1.07. Assignment of Policies Upon Foreclosure. In the event of the foreclosure
<br />hereof, or other transfer of title to the Mortgaged Estate, or any part thereof, by nonjudicial foreclosure
<br />sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Estate, or such part thereof, shall
<br />succeed to all of Grantor's rights, including any rights to unexpired insurance and unearned or returnable
<br />premiums, in and to all insurance policies required by Section 1.04 hereof, subject to limitations on
<br />assignment of blanket policies, and limited to such rights as relate to the Mortgaged Estate or such part
<br />thereof. If the Beneficiary acquires title to the Mortgaged Estate, or any part thereof, in any manner, it
<br />shall thereupon (as between the Grantor and the Beneficiary) become the sole and absolute owner of the
<br />insurance policies, and all proceeds payable thereunder with respect to the Mortgaged Estate, or such part
<br />thereof, required by Section 1.04 hereof, with the sole right to collect and retain all unearned or returnable
<br />premiums thereon with respect to the Mortgaged Estate, or such part thereof, if any.
<br />Section 1.08. Expenses; Indemnification; Waiver of Offset.
<br />(a) The Grantor shall pay or reimburse the Beneficiary and the Trustee for all reasonable
<br />expenses incurred by the Beneficiary or the Trustee before and after the date hereof with respect to any
<br />and all transactions contemplated hereby including, without limitation, the preparation of any document
<br />reasonably required hereunder or any amendment, modification, restatement or supplement hereto, the
<br />delivery of any consent, non - disturbance agreement or similar document in connection herewith or the
<br />enforcement of any of the Beneficiary's or the Trustee's rights. Such expenses shall include, without
<br />limitation, all reasonable title and conveyancing charges, recording and filing fees and taxes, mortgage
<br />taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance
<br />premiums (including title insurance premiums), title search and title rundown charges, brokerage
<br />commissions, tinders' fees, placement fees, court costs, surveyors', photographers', appraisers',
<br />architects', engineers', consulting professionals', accountants', and attorneys' fees and disbursements.
<br />(b) If (1) any sale (or prerequisite to a sale), action or proceeding shall be commenced by the
<br />Beneficiary or the Trustee (including but not limited to any sale of the Mortgaged Estate, or any action to
<br />foreclose this Deed of Trust or to collect the Secured Obligations), or any action or proceeding is
<br />commenced to which the Beneficiary or the Trustee is made a party, or in which it becomes necessary to
<br />defend or uphold the rights granted hereby (including, without limitation, any proceeding or other action
<br />relating to the bankruptcy, insolvency or reorganization of the Grantor or any other person or entity
<br />obligated hereunder), or in which the Beneficiary or the Trustee is served with any legal process,
<br />discovery notice or subpoena and (2) in each of the foregoing instances such action or proceeding in any
<br />manner relates to or arises out hereof, the Indenture or the Bonds or acceptance of a guaranty from a
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