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<br />guarantor of the Secured Obligations or any of the transactions contemplated hereby and such action or
<br />proceeding does not relate to or arise out of the gross negligence, breach of trust or willful misconduct of
<br />the Beneficiary or the Trustee as applicable, then the Grantor will immediately reimburse or pay to the
<br />Beneficiary and the Trustee all of the expenses which have been or may be incurred by the Beneficiary
<br />and the Trustee, respectively, with respect to the foregoing (including reasonable counsel fees and
<br />disbursements), together with interest thereon at the Default Rate, and any such sum and the interest
<br />thereon shall be included in the Secured Obligations and have the full benefit hereof, prior to any right, or
<br />title to, interest in or claim upon the Mortgaged Estate attaching or accruing hereto, and shall be deemed
<br />to be secured hereby. In any action or proceeding to sell the Mortgaged Estate, to foreclose this Deed of
<br />Trust, or to recover or collect the Secured Obligations, the provisions of law respecting the recovering of
<br />costs, disbursements and allowances shall prevail unaffected by this covenant.
<br />(c) The Grantor shall indemnify and hold harmless each of the Beneficiary and the Trustee
<br />and each of their respective affiliates, and the respective directors, officers, agents and employees of each
<br />of the Beneficiary and the Trustee and each of their respective affiliates for, from and against all claims,
<br />damages, losses and liabilities (including, without limitation, reasonable attorneys' fees and expenses)
<br />arising out of or based upon any matter related hereto, the Mortgaged Estate or the occupancy, ownership,
<br />maintenance or management of the Mortgaged Estate by the Grantor, including, without limitation, any
<br />claims based on the alleged acts or omissions or any employee or agent of the Grantor except for such
<br />damages successfully alleged to have been incurred due to the gross negligence, breach of trust or willful
<br />misconduct of the Beneficiary or the Trustee or their respective affiliates, directors, officers, agents or
<br />employees, it being the intent to provide indemnification for the active, or passive negligence of any of
<br />the foregoing indemnified parties. This indemnification shall be in addition to any other liability which
<br />the Grantor may otherwise have to the Beneficiary or the Trustee.
<br />(d) The Grantor waives any and all right to claim or recover against the Beneficiary, its
<br />officers, employees, agents and representatives, for loss of or damage to the Grantor, the Mortgaged
<br />Estate, the Grantor's property or the property of others under Grantor's control from any cause insured
<br />against or required to be insured against by the provisions hereof except for such damages incurred due to
<br />the gross negligence, breach of trust or willful misconduct of the Beneficiary.
<br />(e) All sums payable by the Grantor hereunder shall be paid without notice, demand,
<br />counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or
<br />reduction, and the Secured Obligations of the Grantor hereunder shall in no way be released, discharged
<br />or otherwise affected by reason of (1) any damage to or destruction of or any condemnation or similar
<br />taking of the Mortgaged Estate or any part thereof, (2) any restriction or prevention of or interference
<br />with any use of the Mortgaged Estate or any part thereof, (3) any title defect or encumbrance or any
<br />eviction from the Mortgaged Estate or any part thereof by title paramount or otherwise; (4) any
<br />bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like
<br />proceeding relating to the Grantor, or any action taken with respect hereto by any trustee or receiver of
<br />the Grantor, or by any court, in any such proceeding; or (6) any other occurrence whatsoever, whether
<br />similar or dissimilar to the foregoing; whether or not the Grantor shall have notice or knowledge of any of
<br />the foregoing. To the extent permitted by law, the Grantor waives all rights now or hereafter conferred by
<br />statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any Secured
<br />Obligation. Notwithstanding the above, the Grantor may maintain a separate suit regarding such matters.
<br />Section 1.09. Taxes and Impositions.
<br />(a) Subject to Sections 1.09(d) and (e) hereof, the Grantor agrees to pay, as the same become
<br />due, all real property taxes and assessments, general and special, and all other taxes and assessments of
<br />any kind or nature whatsoever, which are assessed or imposed upon the Mortgaged Estate, or become due
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