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foreclosure, and any cost of evidence of title. <br /> (d) Notice of Changes. Trustor shall give Beneficiary prior written notice of any <br /> change in the address of Trustor and the location of any Property, including books and <br /> records pertaining to the Property. <br /> 7.13 Indemnification. <br /> (a) Trustor shall indemnify, defend (with counsel reasonably acceptable to <br /> Beneficiary), and hold harmless the Trustee and the Indemnitees (as defined in Section <br /> 7.11) from and against all Claims arising directly or indirectly in any manner in connection <br /> with or as a result of (a) any breach of Trustor's covenants under any Loan Document, (b) <br /> any representation by Trustor in any Loan Document which proves to be false or <br /> misleading in any material respect when made, (c) injury or death to persons or damage to <br /> property or other loss occurring on the Land or in any improvement located thereon, <br /> whether caused by the negligence or any other act or omission of Trustor or any other <br /> person or by negligent, faulty, inadequate or defective design, building, construction or <br /> maintenance or any other condition or otherwise, (d) any claim, demand or cause of action, <br /> or any action or other proceeding, whether meritorious or not, brought or asserted against <br /> any Indemnitee which relates to or arises out of the Property, or any Loan Document or any <br /> transaction contemplated thereby, or any failure of Trustor to comply with all applicable <br /> state, federal and local laws and regulations applicable to the Property, provided that no <br /> Indemnitee shall be entitled to indemnification under this Section for matters caused by <br /> such Indemnitee's gross negligence or willful misconduct. The obligations of Trustor under <br /> this Section shall survive the repayment of the Loan and shall be secured by this Deed of <br /> Trust. Notwithstanding any contrary provision contained herein, the obligations of Trustor <br /> under this Section shall survive any foreclosure proceeding, any foreclosure sale, any <br /> delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of <br /> Trust. <br /> (b) Limitation of Liability. Beneficiary shall not be directly or indirectly liable to <br /> Trustor or any other Person as a consequence of any of the following: (i) Beneficiary's <br /> exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in <br /> this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation <br /> or liability of Trustor under any agreement related to the Property or under this Deed of <br /> Trust; (iii) any waste committed by lessees of the Property or any third parties, or any <br /> dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or <br /> any third party resulting from any act or omission of Beneficiary in managing the Property <br /> after an Event of Default, unless the loss is caused by the willful misconduct, gross <br /> negligence, or bad faith of Beneficiary. Trustor hereby expressly waives and releases all <br /> liability of the types described in this Section 7.13(b), and agrees that Trustor shall assert <br /> no claim related to any of the foregoing against Beneficiary. <br /> 7.14 Insurance and Condemnation Proceeds. Any award of damages in <br /> connection with any condemnation for public use of, or injury to the Property or any part <br /> thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to <br /> any indebtedness secured hereby in such order as Beneficiary may determine, or at the <br /> option of Beneficiary the entire amount so collected or any part thereof may be released to <br /> 1172395.3 10 <br /> Commercial Rehabilitation Loan Program <br /> Owner Participation and Loan Agreement <br /> Form: 10-20-09 <br />