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200000454 - �
<br /> (d) Grantor has the right and is duly suthorized to execute and perform its Obligations under this Deed of Trust and these actions do not and .
<br /> shall not conflict with the provisions of any statute, regulation, ordinance, rule of law, contract or other agreement which rr�'ay�be bihdtng'�on
<br /> 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 (including, but not
<br /> limited to,those governing Hazardous Materials)which might materially affect the Property or Lender's rights or interest in the Properry pursuant
<br /> to this Deed ot Trust. _
<br /> 3. PRIOR DEEDS OF TRI�ST. Grantor represents and warrants that there are no prior deeds of trust affecting any paR of the Property except as set
<br /> forth on Schedule B attacM�d to this Deed of Trust,which Grantor agrees to pay and perform in a tirriely manner. If there are any prior deeds of trust
<br /> then Grantor agrees to pay all amounts owed,and perform all obli�ations required,under such deeds of trust and the indebtedness secured thereby
<br /> and further agrees that a c��fault under any prior deed of trust shall be a default under this Deed of Trust and shall entitle Lbnder to all rights and
<br /> remedies contained herein'Qr in the Obligations to which Lender would be entkled in the event of any other default
<br /> 4. TRANSFERS OF TH�PrROPERTY OR BENEFICIAL INTERESTS IN GFtANTORS OR BO�iROWERS. In the event of a sale,conveyance, lease,
<br /> 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 ,�
<br /> beneficial interest in Borrower or Grantor (if Borrower or Grantor is not a natural person or persons but is a corporation, limited liability company,
<br /> partnership,trust,or other legal entity), Lender may,at its option,declare the outstanding principal balance of the Obligations plus accrued interest
<br /> thereon immediately due and payable. At Lender's request,Grantor or Borrower,as the case may be,shall furnish a complete statement setting forth
<br /> all of its stockholders,members,or partners,as a�pfopriate��nd 1hA�xtBh�of their respective ownership interests.
<br /> 5. ASSIGNMENT OF RENTS. In consideration of tlie�Obligations which are secured by this Deed of Trust, Grantor absolutely assigns to Lender all
<br /> Grantor's estate, right,title, interest, claim and demand now owned or hereafter acquired in all existing and future leases of the Property(including
<br /> extensions, renewals and subleases),all agreements for use and occupancy of the Property(all such leases and agreements whether written or oral,
<br /> are hereafter referred to as the "Leases"),and all guaranties of lessees'performance under the Leases,together with the immediate and continuing
<br /> right to collect and receive all of the rents,income,receipts,revenues,issues, rofits and other i c me, f at� nature now O hereaft�r due,�includin ;
<br />" � rents;`additional rents, perpen age rents, parking or comrrf'on area maintenance contributions, tax and insurance contributions, deficiency rents,
<br /> liquidated damages following default in any Lease, all proceeds payabie under any policy of insurance covering loss of rents resulting from
<br /> untenantability caused by destruction or damage to the Property,all proceeds payable as a result of a lessee's exercise of an option to purchase the
<br /> Property,all proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insoivency proceeding,and all proceeds from
<br /> any rights and claims of any kind which Grantor may have against any lessee under the Leases or any occupants of the Property(all of the above are
<br /> hereafter coliectively referred to as the"Rents"f. This assignment is subject to the right,power and authority given to the Lender to collect and apply
<br /> the Rents. This assignment is recorded in accordance with applicable state law; the lien created by this assignment is intended to be specific,
<br /> perfected, and choate upon the recording of this Deed of Trust,all as provided by applicable state iaw as amended from time to time. As long as
<br /> there is no default under the Obligations or this Deed of Trust, Lender grants Grantor a revocable license to collect all Rents from the Leasea when
<br /> due and to use such proceeds in Grantor's business operations. However, Lender may at any time require Grantor to deposit all Rents into an
<br /> account maintained by Grantor or Lender at Lender's institution. Upon default in the payment of, or in the performance of,any of the Obligations,
<br /> Lender may at its option take possession ot the Property and have,hoid,manage,lease and operate the Property on te�ms and for a period of time
<br /> that Lender deems proper. Lender may proceed to collect and receive all Rents from the property, and Lender shall'have full, power to make
<br /> alterations,renovations,repa'rrs or replacements to the Property as Lsnder may deem proper. Lender may apply all Rents in Lender's sole discretion
<br /> to payment of the Obligatiort�'or to the payment of the cost of such�altecations, renovations,repairs and teplacements and any expenses incident to
<br /> taking and retaining posses§ion of the Property periodically and.the management and operation of the Property. Lender may keep the Property
<br /> properly insured and maX discharge any taxes, charges, claims; as.sessments and other liens which may accrue, The expense and cost of these
<br /> aetions may be paid frorfi.th�;Rents received,and any unpaid amounts�shall be added to the principal of the Obligations: These amounts,together
<br /> with other costs,shall become.part of the Obligations secured by this Deed of Trust.
<br /> 6. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permit the termination or the
<br /> withholding of any payment in connection with any Lease pertaining to the Property. In addition,Grantor,without Lender's prior written consent,shall
<br /> not: (a) collect any monies payable under any Lease more than one month in advance; (b} modify any Lease; (c) assign or altow a lien, security
<br /> interest or other encumbrance to be placed upon Grantor's rights,title and interest in and to any Lease or the amounts payable thereunder; or(d)
<br /> terminate or cancel any Lease except for the nonpayment of any sum or other material breach by the other party thereto. If Grantor receiVes at any
<br /> time any written communication asserting a default by Grantor under a Lease or purporting to terminate or cancel any Lease,Grantor shall promptly
<br /> forvvacd a copy of such communication (a�d any subsequent communications relating thereto)to Lender. Ali such l.eases and the amounts due to
<br /> Grantor thereunder are hereby assigned to Lender as additional security for the Obligations.
<br /> 7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shail be entitled to notify or require Grantor to notify any third party(including,
<br /> but not limited to, lessees, licensees, governmental authorities and insurance companies) to pay Lender any indebtedness or obligation owinp_to
<br /> Grantor with respect to the Propert� (cumulativaly�"indebtedness'�-whether--o{-not-a defauk exists under this Deed ofT�ust: Grantof sfiall diligently
<br /> collect the fndebtedness owiny'to Grantor from thase third parties until the giving of such notification: In the event that Grantor possesses or receives
<br /> possession of 8ny instruments or other remittances,with respect to the Indebtedness following the giving ot such notification or if the instruments or
<br /> other remittances constitute the prepayment of any Indebtedness or the payment of any insurance or condemnation proceeds, Grantor shall hold
<br /> such instruments and other remittances in trust for Lender apart from its other property,endorse the instruments and other remittances to Lender,
<br /> and immediately provide Lender with possession of the instruments and other remittances. Lender shall be entitled,but not required,to collect(by
<br /> legal proceedings or otherwise),extend the time for payment, compromise,exchange or release any obiigor or coliateral,or otherwise seitle any of
<br /> the Indebtedness whether or not an Event of Default exists under this Deed of Trust. Lender shall not be liable to Grantor for any action, error,
<br /> mistake,omission or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Notwithstanding the foregoing,
<br /> nothing herein shall cause Lender to be deemed a mortgagee-in-possession.
<br /> 8. USE AND MAINTENANCE OF PROPERIY. Grantor shail take all actions and make any repairs needed to maintain the Property in good
<br /> condition. Grantor shall not commit or permit any waste to be committed with respect to the Property. Grantor shall use the Property solely in
<br /> compliance with applicable law and insurance policies. Grantor shail not make any alterations, additions or improvements to the Property without
<br /> Lender's prior written consent. Without limiting the foregoing,all alterations, additions and improvements made to the Property shall be subject to
<br /> the beneficial interest belonging to Lender,shall not be removed without Lender's prior written consent,and shali 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
<br /> 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
<br /> 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.
<br /> 10. INSURANCE. The Property wiil be kept°insured for its full insurable value (replacement cost) against all hazards including loss or damage
<br /> caused by flood,earthquake,tornado and fire,theft or other casualty to the extent required by Lender. Grantor may obtain insurance on the Property
<br /> from such companies as�be acceptable to Lender in its sole discretion. The insurance policies shall require the insurance company to provide
<br /> Lender with at least days'written notice before such policies are altered or cancelled in any manner. The insurance policies shall
<br /> name Lender as a loss payee and provide that no act or omission of Grantor or any other person shall affect the right of Lender to be paid the
<br /> insurance proceeds pertaining to the loss or damage of the Property. In the event Grantor fails to acquire or maintain insurance, Lender (after
<br /> providing notice as may be required by law)may in its discretion procure appropriate insurance coverage upon the Property and the insurance cost
<br /> shall be an advance payable and bearing interest as described in Paragraph 23 and secured hereby. Grantor shall furnish Lender with evidence of
<br /> insurance indicating the required coverage. Lender may act as attorney-in-fact for Grantor in making and settling claims under insurance policies,
<br /> cancelling any policy or endorsing Grantor's name on any draft or negotiable instrument drawn by any insurer. All such insurance policies shall be
<br /> immediately assigned,pledged and delivered to Lender as further security for the Obligations. In the event of loss, Grantor shall immediately give
<br /> Lender written notice and Lender is suthorized to make proof of loss. Each insurance company is directed to make payments directly to Lender
<br /> instead of to Lender and Grantor. Lender shall have the right,at its sole option,to appiy su�c�oni .,1o_ward.,the�bligatienc,or toward the cost of
<br /> rebuilding and restoring the Property. Any amounts may at Lender's opfi�n be appiied in�e irnerse order o�the c�ue dates thereof.
<br /> 11. ZONiNG AND PRIVATE COVENANTS. Grantor shall not initiate or consent to any change in the zoning provisions or private covenants affecting
<br /> the use of the Property without Lender's prior written consent. If Grantor's use of the Property is or becomes a nonconforming use under any zoning
<br /> provision, Grantor shall not cause or permit such use to be discontinued or abandoned without the prior written consent of Lender. Grantor will
<br /> immediately provide Lender with written notice of any proposed changes to the zoning provisions or private covenants affecting the Property.
<br /> 12. CONDEMNATION. Grantor shall immediately provide Lender with written notice of any actual or threatened condemnation 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
<br /> applied first to the payment of Lender's attorneys' fees, legal expenses and other costs (including appraisal fees) in connection with the
<br /> condemnation or eminent domain proceedings and then,at the option of Lender,to the payment of the Obligations or the restoration or repair of the
<br /> Property.
<br /> 13. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall immediately provide Lender with written notice of any actual
<br /> or threatened action,suit,or other proceeding affecting the Property. Grantor hereby appoints Lender as its attorney-in-fact to commence,intervene
<br /> in,and defend such actions,suits,or other legal proceedings and to compromise or settle any claim or controversy pertaining thereto. Lender shall
<br /> not be liable to Grantor for any action, error, mistake, omission or delay pertaining to the actions described in this paragraph or any damages
<br /> resulting therefrom. Nothing contained herein will prevent Lender from taking the actions described in this paragraph in its own name.
<br /> 14. INDEMNIFICATION. Lender shall not assume or be responsible for the performance of any of Grantor's obligations with respect to the Property
<br /> under any circumstances. Grantor shall immediately provide Lender with written notice of and indemnify and hold Lender and its shareholders,.
<br /> directors, officers, employees and agents harmless from all claims, damages, liabilities (including attorneys' fees and legal expenses), causes of
<br /> action, actions, suits and other legal proceedings (cumulatively"Claims") pertaining to the Property (including, but not limited to,those involving
<br /> Hazardous Materials). Grantor,upon the request of Lender,shall hire legal counsel to defend Lender from such Claims,and pay the attorneys'fees, �
<br /> legal expenses and other costs incurred in connection therewith. In the alternative,Lender shall be entitled to employ its own legal counsel to.defend
<br /> such Claims at Grantor's cost. Grantor's obligation to indemnify Lender under this paragraph shall survive the 4ermination,relesso or fcxeclwwre of
<br /> this Deed of Trust. ,/�n �
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