A LATER DATE.
ANY CONSENT OR APPROVAL REQUESTED OF AND
GRANTED BY LENDER PURSUANT HERETO SHALL BE NARROWLY CONSTRUED TO BE APPLICABLE
ONLY TO BORROWER AND THE MATTER IDENTIFIED IN SUCH CONSENT OR APPROVAL AND NO
THIRD PARTY SHALL CLAIM ANY BENEFIT BY REASON THEREOF, AND ANY SUCH CONSENT OR
APPROVAL SHALL NOT BE DEEMED TO CONSTITUTE LENDER A VENTURER OR PARTNER WITH
BORROWER NOR SHALL PRIVITY OF CONTRACT BE PRESUMED TO HAVE BEEN ESTABLISHED WITH
ANY SUCH THIRD PARTY.
IF LENDER DEEMS IT TO BE IN ITS BEST INTEREST TO RETAIN
ASSISTANCE OF PERSONS, FIRMS OR CORPORATIONS (INCLUDING ATTORNEYS, TITLE
INSURANCE COMPANIES, APPRAISERS, ENGINEERS AND SURVEYORS) WITH RESPECT TO A
REQUEST FOR CONSENT OR APPROVAL, BORROWER SHALL REIMBURSE LENDER FOR ALL COSTS
REASONABLY INCURRED IN CONNECTION WITH THE EMPLOYMENT OF SUCH PERSONS, FIRMS OR
CORPORATIONS.
24.
EMPLOYEE BENEFIT PLAN.
DURING THE TERM OF THIS SECURITY
INSTRUMENT, UNLESS LENDER SHALL HAVE PREVIOUSLY CONSENTED IN WRITING, (I)
BORROWER SHALL TAKE NO ACTION THAT WOULD CAUSE IT TO BECOME AN "EMPLOYEE BENEFIT
PLAN" AS DEFINED IN 29 C.F.R. SECTION 2510.3-101, OR "ASSETS OF A GOVERNMENTAL
PLAN" SUBJECT TO REGULATION UNDER THE STATE STATUTES, AND (II) BORROWER SHALL
NOT SELL, ASSIGN OR TRANSFER THE PROPERTY, OR ANY PORTION THEREOF OR INTEREST
THEREIN, TO ANY TRANSFEREE THAT DOES NOT EXECUTE AND DELIVER TO LENDER ITS
WRITTEN ASSUMPTION OF THE OBLIGATIONS OF THIS COVENANT.
BORROWER SHALL PROTECT,
DEFEND, INDEMNIFY AND HOLD LENDER HARMLESS FROM AND AGAINST ALL LOSS, COST,
DAMAGE AND EXPENSE (INCLUDING ALL ATTORNEYS' FEES, EXCISE TAXES AND COSTS OF
CORRECTING ANY PROHIBITED TRANSACTION OR OBTAINING AN APPROPRIATE EXEMPTION)
THAT LENDER MAY INCUR AS A RESULT OF BORROWER'S BREACH OF THIS COVENANT.
THIS
COVENANT AND INDEMNITY SHALL SURVIVE THE EXTINGUISHMENT OF THE LIEN OF THIS
SECURITY INSTRUMENT BY FORECLOSURE OR ACTION IN LIEU THEREOF; FURTHERMORE, THE
FOREGOING INDEMNITY SHALL SUPERSEDE ANY LIMITATIONS ON BORROWER'S LIABILITY
UNDER ANY OF THE LOAN DOCUMENTS.
25.
LOAN REPAYMENT AND DEFEASANCE.
THE LIEN OF THIS SECURITY
INSTRUMENT SHALL BE TERMINATED, RELEASED AND RECONVEYED OF RECORD BY LENDER
PRIOR TO THE MATURITY DATE ONLY IN ACCORDANCE WITH THE TERMS AND PROVISIONS SET
FORTH IN THE LOAN AGREEMENT.
26.
GOVERNING LAW.
THIS SECURITY INSTRUMENT SHALL BE GOVERNED BY, AND
BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
27.
EXCULPATION.
THE LIABILITY OF BORROWER HEREUNDER IS LIMITED
PURSUANT TO SECTION 10.1 OF THE LOAN AGREEMENT.
28.
COUNTERPARTS.
THIS SECURITY INSTRUMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN
ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
29.
JOINT AND SEVERAL.
EACH PERSON CONSTITUTING BORROWER HEREUNDER
SHALL HAVE JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS OF BORROWER HEREUNDER
EXCEPT AS OTHERWISE PROVIDED IN THE LOAN DOCUMENTS.
30.
TRUSTEE; SUCCESSOR TRUSTEE.
TRUSTEE SHALL NOT BE LIABLE FOR ANY
ERROR OF JUDGMENT OR ACT DONE BY TRUSTEE, OR BE OTHERWISE RESPONSIBLE OR