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<br />200704125
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<br />reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance
<br />with the terms hereof. Trustee may resign at any time upon giving thirty (30) days' notice to
<br />Grantor and to Beneficiary. Beneficiary may remove Trustee at any time or from time to time
<br />and select a successor trustee. In the event of the death, removal, resignation, refusal to act, or
<br />inability to act of Trustee, or in its sole discretion for any reason whatsoever Beneficiary may,
<br />without notice and without specifying any reason therefor and without applying to any court,
<br />select and appoint a successor trustee, by an instrument recorded wherever this Deed of Trust is
<br />recorded and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon
<br />become vested in such successor. Such substitute trustee shall not be required to give bond for
<br />the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The
<br />procedure provided for in this paragraph for substitution of Trustee shall be in addition to and not
<br />in exclusion of any other provisions for substitution, by law or otherwise.
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<br />22. Trustee's Fees. Grantor shall pay all reasonable costs, fees and expenses incurred by
<br />Trustee and Trustee's agents and counsel in connection with the performance by Trustee of
<br />Trustee's duties hereunder and all such costs, fees and expenses shall be secured by this Deed of
<br />Trust.
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<br />23. Certain Rights of Trustee. With the approval of Beneficiary, Trustee shall have the right
<br />to take any and all of the following actions: (i) to select, employ, and advise with counsel (who
<br />may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including
<br />the preparation, execution, and interpretation of the Loan Agreement, the Note, this Deed of
<br />Trust or the other Loan Documents, and shall be fully protected in relying as to legal matters on
<br />the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty
<br />hereunder either directly or through his agents or attorneys, (iii) to select and employ, in and
<br />about the execution of his duties hereunder, suitable accountants, engineers and other experts,
<br />agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of
<br />Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of
<br />any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with
<br />reasonable care, or for any error of judgment or act done by Trustee in good faith, or be
<br />otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's
<br />gross negligence or bad faith, and (iv) any and all other lawful action as Beneficiary may instruct
<br />Trustee to take to protect or enforce Beneficiary's rights hereunder. Trustee shall not be
<br />personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein
<br />granted to Trustee, upon the Trust Property for debts contracted for or liability or damages
<br />incurred in the management or operation of the Trust Property. Trustee shall have the right to
<br />rely on any instrument, document, or signature authorizing or supporting an action taken or
<br />proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine.
<br />Trustee shall be entitled to reimbursement for actual expenses incurred by Trustee in the
<br />performance of Trustee's duties hereunder and to reasonable compensation for such of Trustee's
<br />services hereunder as shall be rendered.
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<br />24. Retention of Money By Trustee. All moneys received by Trustee shall, until used or
<br />applied as herein provided, be held in trust for the purposes for which they were received, but
<br />need not be segregated in any manner from any other moneys (except to the extent required by
<br />applicable law) and Trustee shall be under no liability for interest on any moneys received by
<br />Trustee hereunder.
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