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�c) All applicable laws and regulations, including, without lirr�tation, the Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq. (and all
<br /> regulations protr�uigated thereunder)and all zoning and bluiiding laws and regulations relating to the Property by vinue of any federal,state or municipal
<br /> authority with jurisdiction over the Property, preseMly are and shall be observed and complied with in aii material respects, and all rights, licenses,
<br /> pemr�s, and qenificates of occupancy(induding but noTlimited to zoning variances,special exceptions for nonconforrrung uses,and finai inspect!on
<br /> approvals), whether terr�orary or pemianerrt,which are material to the use and occupancy of the Property, presently are and shall be obtainad,
<br /> preserved and,where necessary,renewed; :
<br /> (d) Grantor has the rigM and is duly authorized to exea?te atid perform its Obligations under this Deed of Trust and these actions do not and shall not
<br /> conflict with the provisions of any statute,regulation,ordinance,rule of law,contract or other agreement which may be binding on Grantor at any tirr�;
<br /> (e) No action or proceeding is or shall be pending or thre'atened which might materially affect the Property;and
<br /> (� Grantor has not violated and shall not violate any statcite,regulation,ordinance,rule of law,contract or other agreement(including,but not limitec to,
<br /> those goveming Hazardous Materials)which might materially affect the Property or Lender's righls or interest in the Property pursuant to this Deeci of
<br /> Trust.
<br /> 3. PRIOR DEEDS OF TRUST. Grarrtor represerns and warrants thaf there are no prior deeds of trust affecting any part of the Property except as set icrth�
<br /> on Schedule B attached to this Deed of Trust,which Grantor agrees to pay and perform in a timely manner. If there are any prior deeds of trust hen
<br /> �rantor agrees to pay all amounts owed,and perform all obligations required,under such deeds of trust and the indebiedness secured thereby and fwtiier�
<br /> agrees that a defaufl under any prior deed of trust shall be a defauft under this Deed of Trusi and shall entitle Lender to all rights and remedies conta ned '
<br /> herein or in the Obligations to which Lender would be entitled in the everrt of any other default.
<br /> 4. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale,conveyance,leas�
<br /> corrtract for deed or transfer to any person of all or any part of the real property described in Schedule A,or any imerest therein,or of all or any benetici�
<br /> interest in BoROwer or Grantor(if Borrower or Grantor is not a natural person or persons but is a corporation,limited liability company,partnership,trust,
<br /> other legal entity),Lender may,at its option dedare the outstanding principal balance of the Obligations plus accrued interest thereon irrxnediately due
<br /> payable. At Lender's request,Grantor or Borrower,as the case may be,shall fumish a complete statement setting forth all of its stockholders,member�,
<br /> partners,as appropriate,and the extent of their respective ownership interests.
<br /> 5. ASSIGNMENT OF RENTS. In consideration of the Obligations,which are secured by this Deed of Trust,Grarrtor absolutely assigns to Lender allO
<br /> Grantor's estate, right, title, iMerest, daim and demand now owned or hereafter acquired in all existing and future leases of the Property (inclu�ing
<br /> extensions,renewals and subleases),all agreements for use and occupancy of the Property(all such leases and agreemenis whether written or oral, are
<br /> hereafter referred to as the"Leases"�,and all guaranties of lessees'performance under the Leases,together with the immediate and corttinuing rigl�t to
<br /> collect and receive all of the rents,income,receipts,revenues,issues,profrts and other income of any nature now or hereafter due(inciuding any incorr e of
<br /> any nature coming due during any redempiion period) under the Leases or from or arising out of the Property induding minimum rents,additional rE:nts,
<br /> percentage reMs, parking or cornmon area mairttenance contributions,tax and insurance contributions, deficiency rents, liquidated damages follo�ving
<br /> defauft in any Lease, all proceeds payable under any policy of insurance covering loss of rerns resulting from untenantability caused by destruction or
<br /> damage to the Property, all proceeds payable as a resuft of a lessee's exercise of an option to purchase the Property, all proceeds dernred from the
<br /> termination or rejection of any Lease in a bankruptcy or other insolvency proceeding,and ali proceeds from any rights and claims of any kind which Grantor
<br /> may have against any lessee under the Leases or any occupants of the Property(all of the above are hereafter collectively referred to as the"Rems"). This
<br /> assignment is subject to the right,power and authority given to the Lender to collect and apply the Rents. This assignment is recorded in accordance with
<br /> 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,ail as
<br /> provided by applicable state law as amended from time to time. As long as there is no default under the Obiigations or this Deed of Trust, Lender grants
<br /> GraMor a revocable license to collect all Rents from the Leases when due and to use such proceeds in Grantor's business operations. However,Lei�der
<br /> may at any time require Grantor to deposit all Rents into an account mairriained by Grantor or Lender at Lender's inslhution. Upon defauh in the payri3nt
<br /> of,or in the performance of,any of the Obligations,Lender may at its option take possession of the Property and have,hold,manage,lease and operate the
<br /> Property on terms and for a period of time that Lender deerfis proper. Lender may proceed to collect and receive all Rents from the property,and Lender
<br /> shall have full power to make atterations,renovations,repaiPs or replacements to the Property as Lender may deem proper. Lender may apply all Ren�s in
<br /> Lender's sole discretion to paymern of the Obligations or to the payment of the cost of such alterations, renovations,repairs and replacements and any
<br /> expenses inddertt to taldng and retaining possession of the Property periodically and the management and operation of the Property. Lender may keep the
<br /> Property properly insured and may discharge any taxes,charges,claims,assessments and other liens which may accrue. The expense and cost of these
<br /> actions may be paid from the Rents received,and any unpejd amounts shall be added to the principal of the Obligations. These amounts,together with
<br /> other costs,shall become part of the Obligations secured by ttiis Deed of Trust.
<br /> 6. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permii ihe termination or the withholdirg of
<br /> any payment in connection whh any Lease or other agreemeM("Agreement")pertaining to the Property. in addition,Grantor,without Lender's prior wntten
<br /> conserrt,shall not:(a)coilect any monies payable under any Agreement more than one month in advance;(b)modify any Agreement;(c)assign or allcw a
<br /> lien, security irrterest or other encumbrance to be placed upon Grantor's rights, title and interest in and to any Agreement or the amounts pay:3ble
<br /> thereunder;or(d)termnate or cancel any Agreement except for the nonpayment of any sum oroiher material breach by the other party thereto. if Grantor
<br /> receives at any time any written communication asserting a default by Grantor under an Agreemern or purporting to terminate or cancel any AgreeRerrt,
<br /> Grantor shall promptiy forward a copy of such communicatidn(and any subsequent communications re�ating thereto)to�ender. All such Agreements and
<br /> the amcunts due to Grantor thereunder are hereby assigned-to Lender as additional securiry for the Obiigations.
<br /> 7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shali be errtitled to notity or require Granior to notify any third party(including.but
<br /> not limited to,lessees,licensees,govemmental suthorities arid insurance companies)to pay Lender any indebtedness or obligation owing to Grantor with
<br /> respect to the Property (cumulatively "Indebtedness") whether or not a defauR exists under this Deed of Trust. Grantor shall diligently collect the
<br /> Indebtedness owing to Grantor from these third parties until the giving of such notification. In the everrt that Grantor possesses or receives possession of
<br /> any instrumerrts or other remiriances with respect to the Indebtedness following the giving of such notification or if the instrumerrts or other rerrittar!ces
<br /> constitute the prepayment of any Indebtedness or the payment of any insurance or condemnation proceeds,Grantor shall hold such instruments and other
<br /> reMttances in trust for Lender apart from its other property,endorse the instrumerns and other remittances to Lender,and imnediately provide Lender Nith
<br /> possession of the instruments and other remittances. Lender shall be entitled,but not required,to collect(by legal proceedings or otherwise),extend ihe
<br /> time for payment,compromise,exchange or release any obligor or collateral,or otherwise settie any of the Indebtedness whether or noi an event of de ault
<br /> exists under this Agreement. Lender shall not be liable to Grantor for any action,eROr,mistake;orrission or delay pertaining to the actions described in this
<br /> p�ragraph or any damages resufting therefrom. Noiwithstanding the foregoing, nothing herein shall cause Lender to be deemec; a
<br /> mortgagee-in-possession.
<br /> 8. USE AND MAINTENANCE OF PROPERTY. Grantor shall take ali actions and rnake any repairs needed to maintain the Property in good condi�ion.
<br /> Grantor shall not commit or permit any waste to be corrmtted with respect to the Property. Grantor shall use the Property solely in compliance with
<br /> applicable law and insurance policies. GraMor shall not make any aherations, addhions or ir►�xovements to the Property without Lender's prior written
<br /> conserd. Wdhout limiting the foregoing,all afterations,additions and improvements made to the Property shali be subject to the benefiaal irrterest belonging
<br /> to Lender,shall not be removed without Lender's prior written consent,and shall be made at Grantor's sole expense.
<br /> 9. LOSS OR DAMAGE. Grantor shall bear the entire risk of any loss,theft,destruction or damage(cumulatively"Loss or Damage")to the Property or any
<br /> portion thereof from any cause whatsoever. In the event of any Loss or Damage,Grantor shall,at the option of Lender,repair the affected Property to its
<br /> previous condition or pay or cause to be paid to Lender the decrease in the fair market value of the affecled Property.
<br /> 10. INSURANCE. The Property will be kept insured for its full insurable value(replacement cost)against all hazards including loss or damage caused by
<br /> flood, earthquake,tomado and fire, theft or other casualty to the extent required by Lender. Grantor may obtain insurance on the Property from :;uch
<br /> companies as are acceptabie to Lender in its sole discretion: The insurance policies shail require the insurance company to pro�ide Lender with at lea:t
<br /> 3 0 days'wrhten notice before such policies are aliered or cancelled in any manner. The insurance policies shall name Lender as a!oss
<br /> payee an prow that no act or omission of Grantor or any other person shall affect the rigM of Lender to be paid the insurance proceeds pertaining tc the
<br /> loss or damage of the Property. In the event Grantor fails to ac�uire or maintain insurance;Lender(after providing notice as may be required by law) nay
<br /> in its discretion procure apFxopriate insurance coverage upon the Property and the insurance cost shall be an advance payable and bearing interes? as
<br /> described in Paragraph 23 and secured hereby. Grantor shalf furnish Lender with evidence of insurance indicating the required soverage. Lender may�act
<br /> as attomey-in-fact for Grantor in making and settling claims under insurance policies, canceliing any policy or endorsing Grantor's name on any dra!t or
<br /> negotiable instrument drawn by any insurer. All such insurance policies shall be irrxnediately assigned,pledged and delivered to Lender as further sec�rity
<br /> for the Obligations. in the event of loss, Grantor shail irtxnediately give Lender written notice and Lender is authorized to make proof of loss. Each
<br /> insurance company is directed to make payments directly to Lender instead of to Lender and Granior. Lender shall have the right,at its sole option, io
<br /> apply such monies toward the Obligations or toward the cost of�e6uilding and restoring the Property. Any arriounts may at Lender's option be applied in
<br /> the inverse order of ihe due dates thereof.
<br /> 11. 20NING AND PRIVATE COVENANTS. Grantor shall nqt initiate or consent to any change in the zoning provisions or private covenants affecting the
<br /> use of the Property without Lender's prior written consent.' If Grantor's use of the Property becomes a nonconforrrting use under any zoning provision,
<br /> Grantor shall not cause or pemrt such use to be discontinued or abandoned without the prior written consent of Lender. Grantor will immediately previde
<br /> Lender with written notice of any proposed changes to the zoning provisions or private covenants affecting the Property.
<br /> 12 CONDEMNATION. GraMor shall irrrnediately provide Lender with written notice of any actual or threatened condermation or eminent domain
<br /> proceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taking are hereby assigned to Lender and shall be applied
<br /> first to the paymeM of Lender's attomeys'fees,legal expenses and other costs(induding appraisal fees)in connection with the condemnation or emi�ierrt
<br /> domain proceedings and then,at the option of Lender,to the payment of the Obligations or the restoration or repair of the Properry.
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