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<br />from time to time (but before termination of the line) no balance may be outstanding. At no time shall the lien of this Deed of Trust,
<br />not including sums advanced to protect the security of this Deed of Trust, exceed $ 110,450.21 ; and
<br />(e) all amendments, extensions, renewals, modifications, replacements or substitutions to any of the foregoing.
<br />As used in this Paragraph 1, the terms Grantor and Borrower shall include and also mean any Grantor or Borrower if more than one.
<br />2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Grantor represents, warrants and covenants to Lender that:
<br />(a) Grantor has fee simple marketable title to the Property and shall maintain the Property free of all liens, security interests,
<br />encumbrances and claims except for this Deed of Trust and those described in Schedule B, which is attached to this Deed of Trust
<br />and incorporated herein by reference, which Grantor agrees to pay and perform in a timely manner (if there are no liens, security
<br />interests, encumbrances or claims other than this Deed of Trust, a Schedule B shall not be attached);
<br />(b) Grantor is in compliance in all respects with all applicable federal, state and local laws and regulations, including, without
<br />limitation, those relating to "Hazardous Materials," as defined herein, and other environmental matters (the "Environmental Laws "),
<br />and neither the federal government nor the state where the Property is located nor any other governmental or quasi governmental
<br />entity has filed a lien on the Property, nor are there any governmental, judicial or administrative actions with respect to environmental
<br />matters pending, or to the best of the Grantor's knowledge, threatened, which involve the Property. Neither Grantor nor, to the best of
<br />Grantor's knowledge, any other party has used, generated, released, discharged, stored, or disposed of any Hazardous Materials as
<br />defined herein, in connection with the Property or transported any Hazardous Materials to or from the Property. Grantor shall not
<br />commit or permit such actions to be taken in the future. The term "Hazardous Materials" shall mean any substance, material, or waste
<br />which is or becomes regulated by any governmental authority including, but not limited to: (i) petroleum; (ii) friable or nonfriable
<br />asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials or wastes designated as a "hazardous substance" pursuant to
<br />Section 311 of the Clean Water Act or listed pursuant to Section 307 of the Clean Water Act or any amendments or replacements to
<br />these statutes; (v) those substances, materials or wastes defined as a "hazardous waste" pursuant to Section 1004 of the Resource
<br />Conservation and Recovery Act or any amendments or replacements to that statute; and (vi) those substances, materials or wastes
<br />defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and
<br />Liability Act, or any amendments or replacements to that statute or any other similar state or federal statute, rule, regulation or
<br />ordinance now or hereafter in effect. Grantor shall not lease or permit the sublease of the Property to a tenant or subtenant whose
<br />operations may result in contamination of the Property with Hazardous Materials or toxic substances;
<br />(c) All applicable laws and regulations, including, without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101 et
<br />seq. (and all regulations promulgated thereunder) and all zoning and building laws and regulations relating to the Property by virtue of
<br />any federal, state or municipal authority with jurisdiction over the Property, presently are and shall be observed and complied with in all
<br />material respects, and all rights, licenses, permits, and certificates of occupancy (including but not limited to zoning variances, special
<br />exceptions for nonconforming uses, and final inspection approvals), whether temporary or permanent, which are material to the use and
<br />occupancy of the Property, presently are and shall be obtained, preserved and, where necessary, renewed;
<br />(d) Grantor has the right and is duly authorized to execute and perform its Obligations under this Deed of Trust and these actions do
<br />not and shall not conflict with the provisions of any statute, regulation, ordinance, rule of law, contract or other agreement which
<br />may be binding on Grantor at any time;
<br />(e) No action or proceeding is or shall be pending or threatened which might materially affect the Property; and
<br />(f) Grantor has not violated and shall not violate any statute, regulation, ordinance, rule of law, contract or other agreement
<br />(including, but not limited to, those governing Hazardous Materials) which might materially affect the Property or Lender's rights or
<br />interest in the Property pursuant to this Deed of Trust.
<br />3. PRIOR DEEDS OF TRUST. Grantor represents and warrants that there are no prior deeds of trust affecting any part of the Property
<br />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 no prior
<br />deeds of trust, a Schedule B shall not be attached). If there are any prior deeds of trust then Grantor agrees to pay all amounts owed, and perform
<br />all obligations required, under such deeds of trust and the indebtedness secured thereby and further agrees that a default under any prior deed of
<br />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
<br />Lender would be entitled in the event of any other default.
<br />4. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS Ott BORROWERS. In the event of a sale,
<br />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,
<br />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
<br />liability company, partnership, trust, or other legal entity), Lender may, at its option, declare the outstanding principal balance of the Obligations
<br />plus accrued interest thereon immediately due and payable. At Lender's request, Grantor or Borrower, as the case may be, shall furnish a complete
<br />statement setting forth all of its stockholders, members, or 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, Grantor absolutely assigns to
<br />Lender all Grantor's estate, right, title, interest, claim and demand now owned or hereafter acquired in all existing and future leases of the Property
<br />(including extensions, renewals and subleases), all agreements for use and occupancy of the Property (all such leases and agreements whether
<br />written or oral, are hereafter referred to as the "Leases "), and all guaranties of lessees' performance under the Leases, together with the immediate
<br />and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other income of any nature now or
<br />hereafter due (including any income of any nature coming due during any redemption period) under the Leases or from or arising out of the
<br />Property, including minimum rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance
<br />contributions, deficiency rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering
<br />loss of rents resulting from untenantability caused by destruction or damage to the Property, all proceeds payable as a result of a lessee's exercise
<br />of an option to purchase the Property, all proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insolvency
<br />proceeding, and all proceeds from any rights and claims of any kind which Grantor may have against any lessee under the Leases or any occupants
<br />of the Property (all of the above are hereafter collectively referred to as the "Rents "). This assignment is subject to the right, power and authority
<br />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
<br />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
<br />amended from time to time. As long as there is no default under the Obligations or this Deed of Trust, Lender grants Grantor a revocable license to
<br />collect all Rents from the Leases when due and to use such proceeds in Grantor's business operations. However, Lender may at any time require
<br />Grantor to deposit all Rents into an account maintained by Grantor or Lender at Lender's institution. Upon default in the payment of, or in the
<br />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 deems proper. Lender may proceed to collect and receive all Rents from the property, and
<br />Lender shall have full power to make alterations, renovations, repairs or replacements to the Property as Lender may deem proper. Lender may
<br />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
<br />replacements and any expenses incident to taking and retaining possession of the Property periodically and the management and operation of the
<br />Property. Lender may keep the Property properly insured and may discharge any taxes, charges, claims, assessments and other liens which may
<br />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
<br />Obligations. These amounts, together with other costs, shall become part of the Obligations secured by this Deed of Trust. As used in this
<br />Paragraph 5, the term "Lender" refers to Lender and any nominee of Lender who is named as beneficiary on page 1.
<br />6. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permit the
<br />termination or the withholding of any payment in connection with any Lease pertaining to the Property. In addition, Grantor, without
<br />Lender's prior written consent, shall not: (a) collect any monies payable under any Lease more than one month in advance; (b) modify any
<br />Lease; (c) assign or allow a lien, security interest or other encumbrance to be placed upon Grantor's rights, title and interest in and to any
<br />Lease or the amounts payable thereunder; or (d) terminate or cancel any Lease except for the nonpayment of any sum or other material
<br />breach by the other party thereto. If Grantor receives at any time any written communication asserting a default by Grantor under a Lease or
<br />purporting to terminate or cancel any Lease, Grantor shall promptly forward a copy of such communication (and any subsequent
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<br />ITEM 1233L2 (0504) LPNE511 B ® Harland Financial Solutions, Inc. (9/10/98) (Page 2 of 7 pages) To Order Call: 1- 800 - 9685775
<br />APP #: 8838302
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