HOLD HARMLESS THE
INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN THE INVESTIGATION,
DEFENSE, AND SETTLEMENT OF LOSSES INCURRED IN CORRECTING ANY PROHIBITED
TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL
PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN
BENEFICIARY'S SOLE DISCRETION) THAT BENEFICIARY MAY INCUR, DIRECTLY OR
INDIRECTLY, AS A RESULT OF A DEFAULT UNDER SECTION 4.1.9 OR SECTION 5.2.9 OF THE
LOAN AGREEMENT.
SECTION 8.4.
DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND
EXPENSES.
UPON WRITTEN REQUEST BY ANY INDEMNIFIED PARTY, TRUSTOR SHALL DEFEND
SUCH INDEMNIFIED PARTY (IF REQUESTED BY ANY INDEMNIFIED PARTY, IN THE NAME OF
THE INDEMNIFIED PARTY) BY ATTORNEYS AND OTHER PROFESSIONALS APPROVED BY THE
INDEMNIFIED PARTIES.
NOTWITHSTANDING THE FOREGOING, IF THE DEFENDANTS IN ANY
SUCH CLAIM OR PROCEEDING INCLUDE BOTH TRUSTOR AND ANY INDEMNIFIED PARTY AND
TRUSTOR AND SUCH INDEMNIFIED PARTY SHALL HAVE REASONABLY CONCLUDED THAT THERE
ARE ANY LEGAL DEFENSES AVAILABLE TO IT AND/OR OTHER INDEMNIFIED PARTIES THAT ARE
DIFFERENT FROM OR ADDITIONAL TO THOSE AVAILABLE TO TRUSTOR, SUCH INDEMNIFIED
PARTY SHALL HAVE THE RIGHT TO SELECT SEPARATE COUNSEL TO ASSERT SUCH LEGAL
DEFENSES AND TO OTHERWISE PARTICIPATE IN THE DEFENSE OF SUCH ACTION ON BEHALF OF
SUCH INDEMNIFIED PARTY, PROVIDED THAT NO COMPROMISE OR SETTLEMENT SHALL BE
ENTERED WITHOUT TRUSTOR'S CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD.
UPON DEMAND, TRUSTOR SHALL PAY OR, IN THE SOLE AND ABSOLUTE
DISCRETION OF THE INDEMNIFIED PARTIES, REIMBURSE, THE INDEMNIFIED PARTIES FOR
THE PAYMENT OF REASONABLE FEES AND DISBURSEMENTS OF ATTORNEYS, ENGINEERS,
ENVIRONMENTAL CONSULTANTS, LABORATORIES AND OTHER PROFESSIONALS IN CONNECTION
THEREWITH.
ARTICLE IX.
WAIVERS
SECTION 9.1.
WAIVER OF COUNTERCLAIM.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRUSTOR HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER
THAN A MANDATORY OR COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT
AGAINST IT BY BENEFICIARY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
SECURITY INSTRUMENT, THE LOAN AGREEMENT, THE NOTE, ANY OF THE OTHER LOAN
DOCUMENTS, OR THE OBLIGATIONS.
SECTION 9.2.
MARSHALLING AND OTHER MATTERS.
TO THE EXTENT PERMITTED
BY APPLICABLE LAW, TRUSTOR HEREBY WAIVES THE BENEFIT OF ALL APPRAISEMENT,
VALUATION, STAY, EXTENSION, REINSTATEMENT AND REDEMPTION LAWS NOW OR HEREAFTER
IN FORCE AND ALL RIGHTS OF MARSHALLING IN THE EVENT OF ANY SALE HEREUNDER OF THE
PROPERTY OR ANY PART THEREOF OR ANY INTEREST THEREIN.
FURTHER, TRUSTOR HEREBY
EXPRESSLY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR
DECREE OF FORECLOSURE OF THIS SECURITY INSTRUMENT ON BEHALF OF TRUSTOR, AND ON
BEHALF OF EACH AND EVERY PERSON ACQUIRING ANY INTEREST IN OR TITLE TO THE
PROPERTY SUBSEQUENT TO THE DATE OF THIS SECURITY INSTRUMENT AND ON BEHALF OF ALL
PERSONS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
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SECTION 9.3.
WAIVER OF NOTICE.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TRUSTOR SHALL NOT BE ENTITLED TO ANY NOTICES OF ANY NATURE WHATSOEVER FROM
BENEFICIARY EXCEPT WITH RESPECT TO MATTERS FOR WHICH