98103873 - Laserfiche WebLink

Browse

, . 98- ic�3s�3 (c) All applicable laws and regulations, including, without limitation, the Americans with 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 with jurisdiction over the Property, presently are and shall be observed and complied with in ali material respects, and all rights, licenses, pemmts, and certificates of occupancy(induding but not limited to zoning variances,special exceptions for nonconforming uses,and final inspection approvals), whether temporary or permanent,which are material to the use and occupancy of the Property, presently are and shail be obtained, preserved and,where necessary,renewed; (d) Grantor has the right and is duly authorized to execute and perform its Obligations under ihis Deed of Trust and these actions do not and shall noi conflict with the provisions of any statute,regulation,ordinance,rule of law,contract or other agreement which may be binding on Grantor at any time; (e) No action or proceeding is or shall be pending or threatened which might materially affect the Property;and (f) Grantor has not violated and shall noi violate any statute,regulation,ordinance,rule of law,contract or other agreement(including,but not limited to, those governing Hazardous Materials)which might materialiy affect the Property or Lender's rights or interest in the Property pursuant to this Deed of Trust. 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 set forth 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 irust then Grantor agrees to pay all amounts owed,and perform all obligations required,under such deeds of trust and the indebtedness secured thereby and funher agrees that a default under any prior deed of trust shall be a default under this Deed of Trust and shall entitle Lender to all rights and remedies contained herein or in the Obligations to which Lender 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, lease, 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 beneficial interest in Borrower or Grantor(if Borrower or Grantor is not a natural person or persons but is a corporation,limited liability company,partnership,trust,or other legal entity),Lender may,at its option declare the outstanding principal balance of the Obligations plus accrued interest thereon immediaiely due and payable. At Lender's request,Grantor or Bonower,as the case may be,shall fumish a complete statement setting forth all of its stockholders,merr�bers,or partners,as appropriate,and the extent of their respective ownership interesis. 5. ASSIGNMENT OF RENTS. In consideration of the Obligations, which are secured by this Deed of Trust, Grantor absolutely assigns to Lender all Grantor's estate, right, title, interest, daim and demand now owned or hereafter acquired in aii existing and future leases of the Property (including extensions,renewals and subleases),all agreements for use and occupancy of the Property(all such 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 immediate and corrtinuing right to collect and receive all of the rerns,income,receipts,revenues,issues,profits and other income of any nature now or hereafter due(including any income of any nature coming due during any reder�tion period)under the Leases or from or arising out of the Property including minirrx�m rents,additionai rents, percentage rents, parking or common area maintenance coniributions, tax and insurance contributions, deficiency rents, liquidated damages following defauft in any Lease, all proceeds payable under any policy of insurance covering loss of rents resufting from untenantability caused by destruction or damage to the Property, all proceeds payabie as a result of a lessee's exercise of an option to purchase the Property, all proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insolvency proceeding,and all proceeds from any rights and claims of any kind which Grantor may have against any lessee under the Leases or any oxupants of the Property(all of the above are hereafter collectively referred to as the"Rents"). This assignment is subject to the right,power and authorhy given to the Lender to collect and apply the Rents. This assignment is recorded in accordance with 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,all as provided by applicable state 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 coilect all Rents from the Leases when due and to use such proceeds in Grantor's business operations. However,Lender may ai any time require Grantor to deposit all Rents irrto an account maintained by Grantor or Lender at Lender's institution. Upon defauft in the payment of,or in the pertormance of,any of the Obligations,Lender may at its option take possession of the Property and have,hold,manage,lease and operate the Property on terms and for a period of time that Lender deems proper. Lender may proceed to collect and receive ail Rents from the property,and Lender shall have full power to make afterations,renovations,repairs or replacements to the Property as Lender may deem proper. Lender may apply all Rents in Lender's sole discretion to payment of the Obligations or to the payment of the cost of such alterations, renovations,repairs and replacements and any expenses incident to taking and retaining possession of the Property periodically and the management and operation of the Property. Lender may keep the Property properly insured and may discharge any taues,charges,daims,assessments and other liens which may accrue. The expense and cost of these actions may be paid from the Rents received,and any unpaid amounts shall be added to the principal of the Obligations. These amounts,together wfth other costs,shall become part of the Obligations secured by this Deed of Trust. 6. LEASES AND OTHER AGREEMENTS. Grantor shali not take or fail to take any action which may cause or permit the termination or the withholding of any payment in connection with any Lease or other agreement("Agreement")pertaining to the Property. In addition,Grantor,without Lender's prior written consent,shall not:(a)collect any monies payabie under any Agreement more than one month in advance;(b)modify any Agreement;(c)assign or allow a lien, security interest or other encumbrance to be placed upon Grantor's rights, title and irrterest in and to any Agreemerrt or the amounts payable thereunder;or(d)temiinate or cancel any Agreement except for the nonpayment of any sum or other material breach by the other party thereto. If Grantor receives at any time any wririen communication asserting a default by Grantor under an Agreement or purporting to terminate or cancel any Agreement, Grantor shall promptly forward a copy of such corrxnunication(and any subsequent communications relating thereto)to�ender. All such Agreements and the arrpunts due to Grantor thereunder are hereby assigned to Lender as additional security for the Obligalions. 7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shall be entitled to notify or require Grantor to notify any third party(induding,but not limited to,lessees,licensees,govemmental authorities and insurance companies)to pay Lender any indebtedness or obligation owing to Grantor with respect to the Property (cumulatively "Indebtedness") whether or not a default exists under this Deed of Trust. Grantor shall diligently collect the Indebtedness owing to Grarrtor from these third parties until the giving of such notification. In the event that Grantor possesses or receives possession of any instruments or other remittances with respect to the Indebtedness following the giving of such notification or if the instruments or other remittances constftute the prepayment of any Indebtedness or the payment of any insurance or condemnation proceeds,Grarrtor shall hold such instruments and other remittances in trust for Lender apart from its other property,endorse the instruments and other remittances to Lender,and imrnediately provide Lender with possession of the instrumerris 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 wheiher or not an event of default exisis under this Agreement. 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. Notwithstanding the foregoing, nothing herein shall cause Lender to be deemed 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 condition. Grantor shall not commit or pemiit any waste to be commtted with respect to the Property. Grantor shall use the Property solely in compliance with applicable Iaw and insurance policies. Grarnor shall not make any alterations, additions or improvements to the Property without Lender's prior written consent. Wtthout limhing the foregoing,all alterations,additions and improvements made to the Property shall be subject to the beneficial interest belonging to Lender,shall not be removed wHhout Lender's prior written consent,and shall be made at Grantor's sole expense. 9. IOSS OR DAMAGE. Grantor shall bear the entire risk of any loss,theft,destruction or damage(cumulatively"Loss or Damage")to ihe Property or any 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 previous condition or pay or cause to be paid to Lender the decrease in the fair market value of the affected Property. 10. INSURANCE. The Property will be kept insured for its full insurable value(replacement cost)against all hazards including loss or damage caused by flood,earthquake,tomado and fire, theR or other casuaity to the extent required by Lender. Grantor may obtain insurance on the Property from such companies as are acceptable to Lender in its sole discretion. The insurance policies shail require the insurance company to provide Lender with at least 3 0 days'written notice before such policies are altered or cancelled in any manner. The insurance policies shall name Lender as a loss payee an provi e that no act or omission of Grantor or any other person shall affect the right of Lender to be paid the insurance proceeds pertaining to the loss or damage of the Property. In the event Grantor fails to acquire or maintain insurance,Lender(after providing notice as may be required by law)may in its discretion procure appropriate insurance coverage upon the Property and the insurance cost shall be an advance payable and bearing interest as described in Paragraph 23 and secured hereby. Grantor shall fumish Lender with evidence of insurance indicating the required coverage. Lender may act as attorney-in-fact for Grantor in making and settling claims under insurance policies, cancelling any policy or endorsing Grantor's name on any draft or negotiable instrument drawn by any insurer. All such insurance policies shall be imrriediately assigned,pledged and delivered to Lender as further security for the Obligations. In the event of loss, Grantor shall immediately give Lender written notice and Lender is authorized to make proof of loss. Each insurance company is directed to make payments directly to Lender instead of to Lender and Grantor. Lender shaii have the right,at hs sole option,to apply such monies toward the Obligations or toward the cost of rebuilding and restoring the Property. Any amounts may at Lender's option be applied in the inverse order of the due dates thereof. 11. ZONING AND PRIVATE COVENANTS. Grantor shall not initiate or consent to any change in the zoning provisions or private covenants affecting the use of the Property without Lender's prior written consent. If Grantor's use of the Property becomes a nonconforming use under any zoning provision, Grantor shall not cause or permit such use to be discontinued or abandoned without the prior written consent of Lender. Grantor will immediately provide Lender with written notice of any proposed changes to the zoning provisions or private covenants affecting the Property. 12 CONDEMNATION. Grantor shall irm�ediately provide Lender with written notice of any actual or threatened condemnation or eminent domain proceeding pertaining to the Property. All monies payable to Grantor from such condermation or taking are hereby assigned to Lender and shall be applied firsl to the payment of Lender's attorneys'fees,legal expenses and other costs(including appraisal fees)in connection with the condemnation or eminent domain proceedings and then,at the option of Lender,to the paymerri of the Obligations or the restoration or repair of the Property.