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<br />200709869
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<br />appraisers', architects', engineers', consulting professionals', accountants', and attorneys' fees and
<br />disbursements.
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<br />(b) If (1) any sale (or prerequisite to a sale), action or proceeding shall be commenced by the
<br />Beneficiary or the Deed Trustee (including but not limited to any sale of the Encumbered Property, or any
<br />action to 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 Deed Trustee is made a party, or in which it becomes
<br />necessary to defend or uphold the rights granted hereby (including, without limitation, any proceeding or
<br />other action relating to the bankruptcy, insolvency or reorganization of the Grantor or any other person or
<br />entity obligated hereunder), or in which the Beneficiary or the Deed Trustee is served with any legal
<br />process, discovery notice or subpoena and (2) in each of the foregoing instances such action or
<br />proceeding in any manner relates to or arises out of the Financing Documents or acceptance of a guaranty
<br />from a guarantor of the Secured Obligations or any of the transactions contemplated hereby and such
<br />action or proceeding does not relate to or arise out of the gross negligence, breach of trust or willful
<br />misconduct of the Beneficiary or the Deed Trustee as applicable, then the Grantor will immediately
<br />reimburse or pay to the Beneficiary and the Deed Trustee all of the expenses which have been or may be
<br />incurred by the Beneficiary and the Deed Trustee, respectively, with respect to the foregoing (including
<br />reasonable counsel fees and disbursements), together with interest thereon, and any such sum and the
<br />interest thereon shall be included in the Secured Obligations and have the full benefit hereof, prior to any
<br />right, or title to, interest in or claim upon the Encumbered Property attaching or accruing hereto, and shall
<br />be deemed to be secured hereby. In any action or proceeding to sell the Encumbered Property, to
<br />foreclose this Deed of Trust, or to recover or collect the Secured Obligations, the provisions of law
<br />respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this
<br />covenant.
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<br />(c) 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 Encumbered
<br />Property, 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.
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<br />(d) 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 Encumbered Property or any part thereof; (2) any restriction or prevention of or interference
<br />with any use of the Encumbered Property or any part thereof; (3) any title defect or encumbrance or any
<br />eviction from the Encumbered Property 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 (5) 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.
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<br />Section 1.07. Taxes, Impositions and Utilities. The Grantor shall pay all taxes and special
<br />assessments of every kind levied now or in the future against all or any part of the Encumbered Property,
<br />in accordance with the Financing Documents. The Grantor shall pay when due all utility charges which
<br />are incurred for the benefit of the Encumbered Property or which may become a charge or lien against the
<br />Encumbered Property for gas, electricity, water or sewer services furnished to the Encumbered Property
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