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<br />proceeds and to give proper receipts and acquittances therefor. The Beneficiary shall not be, in any event
<br />or circumstance, liable or responsible for failure to collect or exercise diligence in the collection of any
<br />proceeds, judgments, decrees or awards unless such failure is due to the Beneficiary's gross negligence,
<br />willful misconduct or breach of trust.
<br />Section 1.15. Additional Security. In the event the Beneficiary at any time holds additional
<br />security for any of the Secured Obligations, it may enforce the sale thereof or otherwise realize upon the
<br />same, at its option, either before, concurrently with or after any sale is made hereunder.
<br />Section 1.16. Additional Indebtedness. Subject to Permitted Encumbrances as defined in the
<br />Loan Agreement, the Grantor shall not further encumber the Mortgaged Estate or any portion thereof
<br />(including, without limitation, secured transactions under the Uniform. Commercial Code in effect in the
<br />State (the "UCC ")).
<br />Section 1.17. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of
<br />and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and
<br />assigns. The covenants and agreements of the Grantor contained herein shall apply to and be binding
<br />upon any successor owner of the Mortgaged Estate or any part thereof.
<br />Section 1.18. Inspections. The Beneficiary, or its agents, representatives or workmen, are
<br />authorized to enter upon notice of two Business Days to the Grantor at any reasonable time upon or in any
<br />part of the Mortgaged Estate for the purpose of inspecting the same and all books, records and documents
<br />relating thereto, and for the purpose of performing any of the acts it is authorized to perform under the
<br />terms of any of the Financing Documents.
<br />Section 1.19. Liens, The Grantor shall pay and promptly discharge, at the Grantor's cost and
<br />expense, all liens, encumbrances and charges upon the Mortgaged Estate, or any part thereof or interest
<br />therein other than Permitted Encumbrances as defined in the Indenture. The Grantor shall have the right
<br />to contest in good faith the validity of any such lien, encumbrance or charge, provided the Grantor shall
<br />first deposit with the Beneficiary a bond or other security satisfactory to the Beneficiary in an amount
<br />equal to 125% of the amount of the claim plus costs (including attorneys' fees) and interest and provided
<br />further that the Grantor shall thereafter diligently and in good faith proceed to cause such lien,
<br />encumbrance or charge to be removed and discharged. If the Grantor shall fail so to discharge any such
<br />lien, encumbrance or charge, then, in addition to any other right or remedy of the Beneficiary, the
<br />Beneficiary may, but shall not be obligated to, discharge the same, either, by paying the amount claimed
<br />to be due, or by procuring the discharge of such lien, either, by depositing in court a bond in the amount
<br />claimed or otherwise giving security for such claim, or in such manner as is or may be prescribed by law.
<br />Any cost incurred by the Beneficiary in connection with any such payment or discharge shall be secured
<br />hereby and shall be immediately due and payable without notice or demand.
<br />Section 1.20. Restrictions Affecting Title, The Grantor shall perform when due all
<br />obligations required to be performed by the Grantor by the provisions of any agreement affecting title to
<br />the Mortgaged Estate.
<br />Section 1.21. Further Assurances. The Grantor shall take all action and do all things which it
<br />is authorized by law to take and do, and cooperate with the Beneficiary as the Beneficiary deems
<br />necessary or desirable, to insure the release of all encumbrances against the Mortgaged Estate, except
<br />Permitted Encumbrances as defined in the Loan Agreement, existing prior to the date hereof.
<br />So long as any Secured Obligation shall remain unpaid, the Grantor shall execute, acknowledge,
<br />where appropriate, and deliver from time to time promptly at the request of the Beneficiary all such
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