other title limitations approved in writing by Beneficiary prior to the execution of this Deed of
<br />Trust, (b) immaterial easements and rights of way which are required by governmental
<br />authorities as a condition to the use and operation of the Improvements which are approved in
<br />writing by Beneficiary after the execution of this Deed of Trust, which approval shall not be
<br />unreasonably withheld or delayed, (c) easements, rights of way, covenants, conditions,
<br />restrictions, liens and other title limitations allowed pursuant to Section 2.3 hereof and (d) deeds
<br />of trust, regulatory agreements and covenants contained in that certain lender's title policy issued
<br />to the Beneficiary in connection with the Loan on or about the date hereof (the "Permitted
<br />Encumbrances"). Trustor shall pay and promptly discharge, at Trustor's cost and expense, all
<br />liens, encumbrances and charges upon the Security, or any part thereof or interest therein other
<br />than the Permitted Encumbrances; provided, that the existence of any mechanic's, laborer's,
<br />materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this
<br />Section if payment is not yet due under the contract which is the foundation thereof. Trustor
<br />shall have the right to contest in good faith the validity of any such lien, encumbrance or charge,
<br />provided Trustor shall first deposit with the Beneficiary a bond or other security reasonably
<br />satisfactory to Beneficiary in such amounts as Beneficiary shall reasonably require, but not more
<br />than one hundred fifty percent (150%) of the amount of the claim or shall post a bond authorized
<br />by statute in lieu thereof, and provided further that Trustor shall thereafter diligently proceed to
<br />cause such lien, encumbrance or charge to be removed and discharged. If Trustor shall fail to
<br />remove and discharge any such lien, encumbrance, or charge, then, in addition to any other right
<br />or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same,
<br />without inquiring into the validity of such lien, encumbrance or charge nor into the existence of
<br />any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the
<br />discharge of such lien, encumbrance or charge by depositing in court a bond or the amount
<br />claimed, or otherwise giving security for such claim, in such manner as is or may be prescribed
<br />by law. Trustor shall, promptly upon demand therefor by Beneficiary, pay to Beneficiary an
<br />amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise
<br />by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together
<br />with interest thereon from the date of such expenditure at the Agreed Rate and, until paid, such
<br />sums shall be secured hereby.
<br />2.17. Beneficiary's Powers.
<br />Without affecting the liability of any other person liable for the payment of any
<br />Obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon
<br />any portion of the Security not then or theretofore released as security for the full amount of all
<br />unpaid Obligations, Beneficiary may, from time to time and without notice: (a) release any
<br />person so liable, (b) extend the maturity or alter any of the terms of any such Obligation (to the
<br />extent that Beneficiary is so allowed under the Loan Agreement), (c) grant other indulgences, (d)
<br />release or reconvey, or cause to be released or reconveyed at any time at Beneficiary's option any
<br />parcel, portion or all of the Security, (e) take or release any other or additional security for any
<br />Obligation herein mentioned, or (f) make compositions or other arrangements with debtors in
<br />relation thereto. By accepting payment or performance of any Obligation secured by this Deed
<br />of Trust after the payment or performance thereof is due or after the filing of notice of default
<br />and election to sell (other than satisfaction in full of the Obligations), Beneficiary shall not have
<br />thereby waived its right to require prompt payment or performance, when due, of all other
<br />Obligations secured hereby, or to declare a default for failure so to pay or perform, or to proceed
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