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# 1060655 v4 200605551 expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this Deed of Trust or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Grantor to perform Grantor's obligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Grantor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release or partial release of this Deed of Trust, provided, however, the foregoing indemnity shall expire and be of no further force or effect five (5) years after the Loan is paid in full in the ordinary course of business with no Default having occurred. (c) Grantor shall pay all amounts and indebtedness arising under this Section immediately upon demand by Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein. 5.11 DUE ON SALE OR ENCUMBRANCE. If the Subject Property or any interest therein shall be sold, under contract to sell, transferred (including, without limitation, through sale or transfer of a majority or controlling interest of the corporate stock or general partnership interests or limited liability company interests of Grantor, except as provided for in Section 10.1 U) of the Loan Agreement), mortgaged, assigned, further encumbered or leased, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law, without the prior written consent of Beneficiary, THEN Beneficiary, in its sole discretion, may declare all Secured Obligations immediately due and payable. 5.12 RELEASES. EXTENSIONS. MODIFICATIONS AND ADDITIONAL SECURITY. Without notice to or the consent, approval or agreement of any persons or entities having any interest at any time in the Subject Property and Collateral or in any manner obligated under the Secured Obligations ("Interested Parties"), Beneficiary may, from time to time, release any person or entity from liability for the payment or performance of any Secured Obligations, take any action or make any agreement extending the maturity or otherwise altering the terms or increasing the amount of any Secured Obligations, or accept additional security or release or direct the Trustee to release all or a portion of the Subject Property and Collateral and other security for the Secured Obligations. None of the foregoing actions shall release or reduce the personal liability of any of said Interested Parties, or release or impair the priority of the liens, assignments and security interests granted under this Deed of Trust upon the Subject Property, the Collateral, or any other security provided herein or in the other Loan Documents. Upon the payment and performance of all Secured Obligations, including, without limitation, Beneficiary's receipt of all sums owing and outstanding under the 15