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/ . . . . . .�. .. . . . , • • . �4' ' ' ' . � . . �) Ali applicable laws and regulations, induding,witha,�limitation, the Americans wiih Disabilities Act, 42 U.S.C. Section 12101 et seq. (and all regulations promulgated thereunder)and all zoning and building laws and regulations relating to the Property by virtue of any federal,state or municipal authority whh jurisdiction over the Property, preseMly ara-and shall be observed and corr�lied with i� ali material respects, and all rights, IicE nses, pefi�rts, and certificates of occupancy(including but not fimited to zoning variances, special exceptions for nonconforming uses,and final insp.ct!on approval's), whether temporary or pemranent, which are''material to the use and occupancy of the Property, presently are and shall be obtain3d, preserved and,where necessary,renewed; (d) Grantor has the right and is duly authorized to executg.and perform'tts Obligations under this Deed of Trust and these actions do not and shall no< oonflici with the provisions of any statute,regulation,ordi��ce,rule of law,contract or other agreement which may be binding on Grantor at ar�y tirne; (e) No action or proceeding is or shall be pending or threatened which might materially affect the Property;and (� Grantor has not violated and shall not violate any stafute,regulation,ordinance,rule of law,corrtract or other agreement(including,but not limi;ec to, those goveming Hazardous Materials)which might materially affect the Property or Lender's rights or interest in the Property pursuant to this Dr�e�i of Trust. " ;e. 3. PRIOR DEEDS OF TRUST. Grantor represents and warrants that there are no prior deeds of trust affecting any part of the Property except as s��t lortn � on Schedule B attached to this Deed of Trust,which Grarrtor agrees to pay and perform in a timely manner. If there are any prior deeds of tru,�t�he�� Grantor agrees to pay all amounts owed,and perform all obligations required,under such deeds of trust and the indebtedness secured thereby and further � agrees that a default under any prior deed of trust shall be a default under ihis Deed of Trust and shatl entitle Lender to all rights and remedies conta ne� � herein or in the Obligations to which�ender would be entitled in the event of any other default. 4. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale, conveyance, Ie 3sE�, � contract for deed or transfer to any person of all or any part of the real property described in Schedule A,or any interest therein,or of all or any be ie1 ici�d W interest in Borrower or Grantor(if Borrower or Grantor is not a natural person or persons but is a corporation,limited liability company,partnership,trus:,cr � other legal emity),Lender may,at its option declare the outstanding principal balance of the Obligations plus accrued interest thereon irtxnediately d�ae an� � payable. At Lender's request,Grantor or Borrower,as the case may be,shall fumish a complete statement setting fonh all of its stockholders,memt�er:�,c>r partners,as appropriate,and the extent of their respective ownership interests. � 5. ASSIGNMENT OF RENTS. In consideration of the Obligations,which are secured by this Deed of Trust, Grantor absolutely assigns to Ler�dEr all Grantor's estate, rigM, title, interest, claim and demand now owned or hereafter acquired in all existing and future leases of the Property (irnau�ing extensions,renewals and subleases),all agreements for use and occupancy of the Property(all sudi leases and agreements whether written or oral,are hereafter referred to as the"Leases"),and all guaranties of lessees' performance under the Leases,together with the imrnediate and continuing rigl it to collect and receive all of the rents,income,receipts,revenues„issues,profits and other income of any nature now or hereafter due(induding any incorr;e uf any nature coming due during any redemption period)under the Leases or from or arising out of the Property including minimum rents,addftiona re nt;, percerrtage rents, parivng or common area maintenance contributions, tax and insurance contributions, deficiency rerrts, liquidated damages fo'lo��in� default in any Lease, all proceeds payable under any policy of insurance covering loss of rerrts resulting from untenantability caused by descruc?io� or damage to the Property, all proceeds payable as a result of a lessee's exercise of an option to purchase the Property, all proceeds deriveci fn�m tha tertrr�nation or rejection of any Lease in a bankruptcy or other insolvency proceeding,and all proceeds from any rights and ciaims of any kind which Cara ntc�r may have against any lessee under the Leases or any occupaMs of the Property(all of the above are hereafter collectively referred to as the"Rents"�. This assignment is subjecllo the right,power and authority given to the Lender to collect and apply the Rents. This assignment is recorded in accordan�:s�riY� applicable state law;the lien created by this assignment is intended to be specific, perfected,and choate upon the recording of this Deed of Trust,a l as provided by applicable siate law as amended from time to time. As long as there is no defauft under the Obligations or this Deed of Trust, Lender grants Grantor a revocable license to collect all Rents from the Leases when due and to use such proceeds in Grantor's business operations. However,'�nder may at any time require Grantor to deposit all Rents into an,.�ccount mairrtained by Granior or.Lender at Lender's insthution. Upon default in the p�iyr�erit of,or in the perfomiance of,any of the Obligations,Lender maY at its option take possession of the Property and have,hold,manage,lease and operste th� Property on terms and for a period of time that Lender deems proper. Lender may proceed to collect and receive all Rents from the property,and _ender shall have full power to rnake alterations,renovations,repairs or replacements to the Property as l.ender may deem proper. Lender may apply all Ron:s in Lender's sole discretion to payment of the Obligations or to'rthe payment of the cost of such alterations, renovations, repairs and replacements and any expenses incident to taking and retaining possession of the Property periodicaily and the management and operation of the Property. Lender may ke�eF ths Property properly insured and may discharge any taxes,charges,claims,assessments and other liens which may accrue. The expense and cost of tt esa actions may be paid from the Rents received,and any unpaid amounts shail be added to the principal of the Obligations. These amounts,together nrith other costs,shall become part of the Obligations secured by this Deed of Trust. Ir 6. LEASES AND OTHER AGREEMENTS. Grantor shall naE-take or fail to take any action which may cause or pemrt the termination or the withholdin�of any payment in connection with any Lease or other agreemenT("Agreement")pertaining to the Property. In addition,Grantor,without Lender's prior wrtte,i consent,shall not:(a)collect any monies payable under any Agreement more than one month in advance;(b)modify any Agreement;(c)assign or;�Ilc w a lien, security iMerest or other encumbrance to be placed upon Grantor's rights, title and interest in and to any Agreement or the amounts pay.abl� thereunder;or(d)terminate or cancel any Agreement except for the nonpayment of any sum orother material breach by the other party thereto. If Uranter receives at any time any wririen communication asserting a�defauh by Grantor under an Agreement or purporting to terrr�nate or cancel any Agre-�rren;, Grantor shall promptly forward a copy of such comrrwnicatiqR;(and any subsequent communications relating thereto)to Lender. All such Agreernerrts and the amouMs due to Grantor ihereunder are hereby assigned_to Lender as additional security for the Obligations. 7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shali be entitled to notify or require Grantor to notify any third party(including.b�t not limited to,lessees,licensees,govemmental authorities and insurance companies)to pay Lender any indebtedness or obligation owing to Grantor a�ith respect to the Property (cumulatively "Indebtedness") wh'ether or not a defauft exists under this Deed of Trust. Grantor shall diligently collE�ct th� Indebtedness owing to Grantor from these third parties untif tk�e giving of such notification. In the event that Grantor possesses or receives possession af any instruments or other remittances with respect to the inii�btedness following the giving of such notification or if the instruments or other remitiar ces constitute the prepayment of any Indebtedness or the payme�of any insurance or condemnation proceeds,GraMor shall hold such instruments and o�her reMttances in trust for Lender apart from its other property,ertdorse the instrumeMs and other remittances to Lender,and irmiediately provide Lend�r Nitli possession of the instruments and other remittances. Lender shall be entitled,but not required,to collect(by legal proceedings or otherwise),extend the time for payment,compromise,exchange or release any obligor or collateral,or otherwise settle any of the Indebtedness whether or not an event of de au't exists under this AgreemeM. Lender shall not be liable to Grantor for any action,error,mistake,omission or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Notvwhhstanding the foregoing, nothing herein shall cause Lender to be deemec! a mortgagee-in-possession. , 8. USE AND MAINTENANCE OF PROPERTY. Grantor shall take all actions and make any repairs needed to maintain the Property in good condi ion. Grantor shall not commit or pemtt any waste to be commit�ed with respect to the Property. Grantor shall use the Property solely in compliance roith applicable law and insurance poliaes. Grantor shall not make any alterations, additions or irr�xovements to the Property without Lender's prior wr nen consent. Wtthout lirmting the foregoing,all alterations,additions and improvements made to the Property shall be subject to the beneficial inierest belon�ing to Lender,shall not be removed without Lender's prior written consent,and shall be made at Grarrtor's sole expense. 9. LOSS OR DAMAGE. Grantor shall bear the entire risk of�2ny loss,theft,destruction or damage(cumulatively"Loss or Damage")to the Property or any portion thereof from any cause whatsoever. In the event of�y Loss or Damage,Grantor shall,at the option of Lender,repair the affected Property to its previous condition or pay or cause to be paid to Lender the decrease in the fair martcet value of the affected Property. 10. INSURANCE. The Property will be kept insured for hs full insurable value(replacement cost)against all hazards lncluding loss or damage cause�i by flood,earthquake, tomado and fire, lheft or other casualty td fhe extent req,uired by Lender. Grantor may obtain insurance on the Property from ;uci companies as are acceptable to Lender in its sole discretion:'`fhe insurance policies shall require the insurance company to provide Lender with at lea:t 30 days'written notice before such policies'�re altered or cancelled in any manner. The insurance policies shall name Lender as a'oss payee an prow that no act or omission of Grantor or any other person shall affect the right of Lender to be paid the insurance proceeds pertainin�i tc th� loss or damage of the Property. In the everrt Grantor fails td acquire or maintain insurance,Lender(after providing notice as may be required by lav✓) r�ay in its discretion procure appropriate insurance coverage upoh the Property and the insurance cost shall be an advance payable and bearing interes':as described in Paragraph 23 and secured hereby. Grantor shalKfurnish Lender with evidence of insurance indicating the required eoverage. Lender n�ay ac:t as attorney-in-fact for Grantor in making and settling claims under insurance policies, cancelling any policy or endorsing Grantor's name on any dra't cr negotiable instrument drawn by any insurer. All such insurariCe policies shall be irnnediately assigned,pledged and delivered to Lender as further sec�rity for the Obligations. in the event of loss, Gramor shall immediately give Lender written notice and Lender is authorized to make proof of loss. E e�c� insurance company is directed io rr�ake paymeMs directiy to,Lender instead of to Lender and Grantor. Lender shall have the right,at its sole oa:ior�, t� apply such monies toward the Obligations or toward the cd�t of rebuilding and restoring the Property. Any amounts may at Lender's option be apE;lied i.� the inverse order of the due dates thereof. 11. ZONING AND PRIVATE COVENANTS. Grarrtor shall t6bt inftiate or consent to any chang'e in the zoning provisions or private covenants affectin�;the use of the Property without Lender's prior written consent.�If Grantor's use of the Properry becomes a nonconforming use under any zoning prnvi:�ion, Grantor shall not cause or pemit such use to be discontinued or abandoned without the prior written consent of Lender. Grantor will immediately��rcvide Lender with written notice of any proposed changes to the zoning provisions or private covenants affecting the Property. 12 CONDEMNATION. Grantor shall immediately provide Lender with written notice of any actual or threatened conderrxiation or eminent �aor-ain proceeding pertaining to the Property. All monies payable to Grantor from such condemnat�on or taking are hereby assigned to Lender and shall be,ap��iad first to the payment of Lender's attomeys'fees,legal expenses and other costs(including appraisal fees)in connection with the condemnation or erniiem domafn proceedings and then,at the option of Lender,to the:payment of the Obligations or the restoration or repair of the Property.