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character or use of the Collateral may be reasonably necessary to maintain and preserve its value; (vi)to perform all
<br /> obligations required to be performed under the Development Agreement and Amendment, and all other obligations of
<br /> Grantor pertaining to the Collateral; and (vii)to execute and, where appropriate, acknowledge and deliver such further
<br /> instruments as Beneficiary or Trustee may deem necessary or appropriate to preserve,continue, perfect and enjoy the
<br /> security provided for herein.
<br /> 6.9 Right of Inspection. Beneficiary, its agents, employees and representatives shall have
<br /> the right to enter the Project at any reasonable time for the purpose of inspecting the Project and ascertaining
<br /> Grantor's compliance with the terms hereof, and for such other purposes and in accordance with the terms specified in
<br /> the Development Agreement and Amendment.
<br /> 6.10 Defense and Notice of Actions; Costs. Grantor shall,without liability,cost,or expense
<br /> to Beneficiary or Trustee, protect, preserve, and defend Grantor's fee interest in and to the Project and Grantor's
<br /> interest in the Collateral, the security of this Deed of Trust, any additional or other security for the Secured Obligation,
<br /> and the rights or powers of Beneficiary or Trustee hereunder against all adverse claims. Said protection, preservation,
<br /> and defense shall include, but not be limited to, protection, preservation and defense against all adverse claimants to
<br /> and encumbrancers of Grantor's interest in the Collateral, whether or not such claimants or encumbrancers assert an
<br /> interest paramount to that of Beneficiary. Grantor shall give Beneficiary and Trustee prompt notice in writing of the
<br /> filing of any such action or proceeding. Grantor shall pay all costs, fees, and expenses including, without limitation,
<br /> costs of evidence of title, trustees' fees, and reasonable attorneys'fees paid or incurred in any action or proceeding in
<br /> which Beneficiary and/or Trustee may appear or be made a party,whether or not pursued to final judgment, and in any
<br /> exercise of the power of sale or other remedy contained herein, whether or not such sale is actually consummated or
<br /> such other remedy is actually prosecuted to completion.
<br /> 6.11 Matters Concerning Trustee;Actions of Trustee. Trustee accepts this trust when this
<br /> Deed of Trust,duly executed and acknowledged, becomes a public record as provided by law.
<br /> 6.11.1 Compensation. Grantor agrees to pay fees in the maximum amounts legally
<br /> permitted,or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit,
<br /> for any services that Beneficiary or Trustee may render in connection with this Deed of Trust. Grantor further agrees to
<br /> pay or reimburse Beneficiary for all costs, expenses and other advances that may be incurred or made by Beneficiary
<br /> or Trustee in any efforts to enforce any terms of this Deed of Trust, whether any lawsuit is filed or not, or in defending
<br /> any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys'fees and other
<br /> legal costs, costs of any foreclosure sale or bankruptcy proceeding affecting the Grantor or the Collateral, and any cost
<br /> of evidence of title.
<br /> 6.11.2 Indemnification. Grantor agrees to indemnify Trustee and Beneficiary against
<br /> and hold each of them and their respective officers, employees, agents, and representatives, harmless from and
<br /> against any and all losses, damages, liabilities, claims, causes of action,judgments, court costs, reasonable attorneys'
<br /> fees, and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses that
<br /> either may reasonably suffer or incur: (i)in performing any act required or permitted by this Deed of Trust,
<br /> Development Agreement, or Amendment, or by law; (ii)because of any failure of Grantor to perform payment of its
<br /> Secured Obligation; or(iii)because of any alleged obligation of or undertaking by Beneficiary to perform or discharge
<br /> any of the representations, warranties, conditions, covenants or other obligations in any document relating to the
<br /> Collateral other than the Development Agreement and Amendment. This agreement by Grantor to indemnify Trustee
<br /> and Beneficiary shall survive the release and cancellation of the Secured Obligation and the full or partial release
<br /> and/or reconveyance of this Deed of Trust.
<br /> 6.11.3 Exculpation. Beneficiary shall not be directly or indirectly liable to Grantor or
<br /> any other person as a consequence of: (i)Beneficiary's exercise of or failure to exercise any rights, remedies, or
<br /> powers granted to it in this Deed of Trust or to perform or discharge any obligation or liability of Grantor under any
<br /> Everett Deed of Trust—Lot 1 Page 10
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