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<br />5.09 Compensation; Excul: -flan; Indemnification.
<br />(a) Trustor shall pay Trustee's fees and reimburse Trustee for expenses in the administration of this trust, including
<br />attorneys' fees. Trustor shall pay to Beneficiary reasonable compensation for services rendered concerning this Deed of Trust,
<br />including without limit any statement of amounts owing under any Secured Obligotion. Beneficiary shall not directly or in-
<br />directly be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers gronted
<br />to Beneficiary in this Deed of Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability
<br />of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor
<br />or any third porty resulting from Beneficiary's failure to lease the Subject Property after a default or from any other act or
<br />omission of Beneficiary in manoging the Subject Property after a default unless the loss is caused by the willful misconduct
<br />and bad faith of Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability
<br />is hereby expressly waived and released by Trustor.
<br />(b) Trustor indemnifies Trustee and Beneficiary against, and holds them harmless from all losses, damages,
<br />liobilities, claims, couses of action, judgments, court costs, attorneys' fees and other legal expenses, cost of evidence of title,
<br />cost of evidence of value, and other expenses which either may suffer or incur (i) by reason of this Deed of Trust; or (ii) by
<br />reason of the execution of this trust or in performance of any act required or permitted hereunder or by law; or (Hi) as a result
<br />of any failure of Trustor to perform Trustor's obligations; or (vi) by reason of any alleged obligation or undertaking on
<br />Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations
<br />contained in any other document related to the Subject Property.
<br />(c) Trustor sholl pay all indebtedness arising under this Section 5.09 immediately upon demand by Trustee or
<br />Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest applicable to the
<br />principal balance of the Note as specified therein. Trustor's duty to indemnify Trustee and Beneficiary shall survive the
<br />release and cancellation of the Secured Obligations and the release and reconveyance or any portial release or recon-
<br />veyance of this Deed of Trust.
<br />5.10 Substitution of Trustees. From time to time, by a writing signed and acknowledged by Beneficiary and
<br />recorded in the Office of the Recorder of the County in which the Subject Property is situated, Beneficiary may appoint
<br />another trustee to act in the place and stead of Trustee or any successor. Such writing shall set forth any information required
<br />by low. The recordation of such instrument of substitution shall discharge Trustee herein named and shall appoint the new
<br />trustee as the trustee hereunder with the same effect as if originally named Trustee herein. A writing recorded pursuant to the
<br />provisions of this section shall be conclusive proof of the proper substitution of such new Trustee.
<br />5.11 Due on Sale. Except as permitted by provision, if any, of the Building Loan Agreement, if the Subject Property or
<br />ony interest therein shall be sold, transferred, mortgaged, assigned, encumbered or leased, whether voluntarily, in-
<br />voluntarily or by operation of law, without the prior written consent of Beneficiary, Beneficiary, at its sole option, may declare
<br />all Secured Obligations immediately due and payable.
<br />5.12 Releases, Extensions, Modifications and Additional Security. Without notice to or the consent, approval or
<br />agreement of any persons or entities having ony interest of any time in the Subject Property or in any manner obligated under
<br />the Secured Obligations ( "Interested Parties"), Beneficiary may, from time to time, release any person or entity from liability
<br />for the payment or performance of any Secured Obligation, take any action or make any agreement extending the maturity
<br />or otherwise altering the terms or increasing the amount of any Secured Obligation, or accept additional security or release
<br />all or o portion of the Subject Property and other security for the Secured Obligations. None of the foregoing actions shall
<br />release or reduce the personal liability of any of said Interested Parties, or release or impair the priority of the lien of this
<br />Deed of Trust upon the Subject Property.
<br />5.13 Reconyeyance. Upon Beneficiary's written request, and upon surrender of this Deed of Trust and any note,
<br />instrument, or instruments setting forth all obligations secured hereby to Trustee for cancellation, Trustee shall reconvey,
<br />without warranty, the Subject Property or that portion thereof then held hereunder. The recitals of any matters or facts in any
<br />reconveyance executed hereunder shall be conclusive proof of the truthfulness thereof. To the extent permitted by low, the
<br />reconveyance may describe the grantee as "the person or persons legally entitled thereto." Neither Beneficiary nor Trustee
<br />shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. When the
<br />Subject Property has been fully reconveyed, the lost such reconveyance shall operate as a reassignment of all future rents,
<br />issues and profits of the Subject Property to the person or persons legally entitled thereto.
<br />5.74 Subrogation. Beneficiary shall be subrogoted to the lien of all encumbrances, whether released of record or
<br />not, paid in whole or in port by Beneficiary pursuant to this Deed of Trust or by the proceeds of any loan secured by this Deed
<br />of Trust.
<br />ARTICLE VI. DEFAULT PROVISIONS
<br />6.01 Default. "Default" shall mean (a) the failure to perform any obligation hereunder, or the failure to be true of
<br />any representation or warranty of Trustor contained herein and the continuance of such failure for ten (10) days after notice,
<br />or within any longer grace period, if any, allowed in the Building Loon Agreement for such failure, or (b) the existence of any
<br />Default defined in the Building Loon Agreement.
<br />6.02 Rights and Remedies. At any time after Default, Beneficiory and Trustee sholl have all the following rights and
<br />remedies:
<br />(a) With or without notice, to declare all Secured Obligations immediately due and payable;
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