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Section 6.29 Trustee. 200500259
<br />(a) Trustee shall not be required to take any action toward the execution and
<br />enforcement of the trust hereby created or to institute, appear in, or defend any action, suit, or
<br />other proceeding in connection therewith where, in his opinion, such action would be likely to
<br />involve him in expense or liability, unless requested so to do by a written instrument signed by
<br />Administrative Agent and, if Trustee so requests, unless Trustee is tendered security and
<br />indemnity satisfactory to Trustee against any and all cost, expense, and liability arising
<br />therefrom. Trustee shall not be responsible for the execution, acknowledgment, or validity of the
<br />Loan Documents, or for the proper authorization thereof, or for the sufficiency of the lien and
<br />security interest purported to be created hereby, and Trustee makes no representation in respect
<br />thereof or in respect of the rights, remedies, and recourses of Administrative Agent.
<br />(b) With the approval of Administrative Agent, Trustee shall have the right to
<br />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 Administrative Agent) upon any matters arising hereunder,
<br />including the preparation, execution, and interpretation of the Loan Documents, and shall be
<br />fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the
<br />trusts and powers hereof and to perform any duty hereunder either directly or through his agents
<br />or attorneys, (iii) to select and employ, in and about the execution of his duties hereunder,
<br />suitable accountants, engineers and other experts, agents and attorneys -in -fact, either corporate
<br />or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any
<br />act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or
<br />attorney -in -fact, if selected with reasonable care, or for any error of judgment or act done by
<br />Trustee in good faith, or be otherwise responsible or accountable under any circumstances
<br />whatsoever, except for Trustee's gross negligence or bad faith, and (iv) any and all other lawful
<br />action as Administrative Agent may instruct Trustee to take to protect or enforce Administrative
<br />Agent's rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or
<br />anyone entering by virtue of the powers herein granted to Trustee, upon the Mortgaged Property
<br />for debts contracted for or liability or damages incurred in the management or operation of the
<br />Mortgaged Property. Trustee shall have the right to rely on any instrument, document, or
<br />signature authorizing or supporting any action taken or proposed to be taken by Trustee
<br />hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to
<br />reimbursement for expenses incurred by Trustee in the performance of Trustee's duties hereunder
<br />and to reasonable compensation for such of Trustee's services hereunder as shall be rendered.
<br />Debtor will, from time to time, pay the compensation due to Trustee hereunder and reimburse
<br />Trustee for, and save Trustee harmless against, any and all liability and expenses which may be
<br />incurred by Trustee in the performance of Trustee's duties.
<br />(c) All moneys received by Trustee shall, until used or applied as herein
<br />provided, be held in trust for the purposes for which they were received, but need not be
<br />segregated in any manner from any other moneys (except to the extent required by applicable
<br />law) and Trustee shall be under no liability for interest on any moneys received by Trustee
<br />hereunder.
<br />(d) Trustee may resign by the giving of notice of such resignation in writing
<br />or verbally to Administrative Agent. If Trustee shall die, resign, or become disqualified from
<br />acting in the execution of this trust, or if, for any reason, Administrative Agent shall prefer to
<br />DEED OF TRUST— Page 21
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