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<br /> 11. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall irmiediately provide Lender with written notice of any actual or
<br /> threatened action,suit,or other proceeding affecting the Property. Grantor hereby appoints Lender as its attorney-in-fact to cormience,intervene in,and
<br /> defend such actions,suits,or other legal proceedings and to compromise or settle any claim or controversy pertaining thereto. Lender shall not be liable to
<br /> Grarrtor for any action,error,mistake,omission or delay pertaining to the actions described in this paragraph or any damages resufting therefrom. Nothing
<br /> oontained herein will prevent Lender from taking the actions described in this paragraph in its own name.
<br /> 12 INDEMNIFICATION. Lender shall not assume or be responsible for the performance of any of Grantor's obligations with respect to the Property under
<br /> any dreumstances. Grantor shall immediately provide Lender with written notice of and indermify and hold Lender and hs shareholders,directors,officers,
<br /> employees and agents hamiless from all daims, damages, liabilities (induding attomeys' fees and legal expenses), causes of action, actions, suits and
<br /> other legal proceedings(cumulatively"Claims")pertaining to the Praperty(induding,but not limited to,those involving Hazardous Materials). Grantor,upon
<br /> the request of Lender,shall hire legal counsel to defend Lender from such Claims,and pay the attomeys'fees,legal expenses and other costs incurred in
<br /> connection therewith. In the altemative, Lender shall be emitled to employ its own legal counsel io defend such Claims at Grantor's cost. Grantor's
<br /> obligation to indermify Lender under this paragraph shall survive the termination,release or foreclosure of this Deed of Trust.
<br /> 1S. TAXES AND ASSESSMENTS. GraMor shall pay all taxes and assessments relating to Property when due and irrxnediately provide Lender evidence
<br /> of payment of same. Upon the request of Lender,Grantor shall deposit with Lender each month one-twelfth (1/12) of the estimated annual insurance
<br /> premium,taxes and assessments pertaining to the Property. So long as there is no default, these amourrts shall be applied to the payment of taxes,
<br /> assessments and insurance as required on the Properry. In the event of defaufl.Lender shall have the right,at its sole option,to apply the funds so held to
<br /> pay any taxes or against the Obligations. Any funds applied may,at Lender's option,be applied in reverse order of the due date thereof.
<br /> 14. INSPECTION OF PROPERTY, BOOKS, RECORDS AND REPORTS. Grantor shall allow Lender or its agents to examine and inspect the Property
<br /> and examine,inspect and make copies of Grantor's books and records pertaining to the Property from time to time. Grantor shall provide any assistance
<br /> required by Lender for these purposes. All of the signatures and infomration contained in Grarnor's books and records shall be genuine,true,accurate and
<br /> complete in all respects. Grantor shall note the existence of Lender's benefiaal interest in its books and records pertaining to the Property. Additionally,
<br /> Grantor shall report,in a form satisfactory to Lender,such information as Lender may request regarding Grantor's financial condition or the Property. The
<br /> infomration shall be for such periods,shall reflect Grantor's records at such time,and shall be rendered with such frequency as Lender may designate. All
<br /> information fumished by Gramor to Lender shall be true,accurate and complete in all respects,and signed by Grantor if Lender requests.
<br /> 15. ESTOPPEL CERTiFICATES. Wrthin ten(10)days after any request by Lender,Grantor shall deliver to Lender,or any intended transferee of Lender's
<br /> rights with respect to ihe Obligations, a signed and aclmowledged statement specifying(a)the outstanding balance on the Obligations;and(b)whether
<br /> Grantor possesses any claims,defenses,set-offs or counterdaims with respect to the Obligations and,if so,the nature of such daims,defenses,set-offs or
<br /> counterdaims. Grarnor will be condusively bound by any represerrtation that Lender may make to the intended transferee with respecl to these matters in
<br /> the event that Grantor fails to provide the requested statement in a timely manner.
<br /> 1B. DEFAULT. Grantor shall be in default under this Deed of Trust and the Trustee's power shall become operative in the event that Grantor,Borrower or
<br /> any guarantor of the Obligations:
<br /> (a) fails to pay any Obligation to Lender when due;
<br /> (b) fails to pertorm any Obligation or breaches any warranty or covenant to Lender corrtained in this Deed of Trust or any other present or future
<br /> agreement;
<br /> (c) destroys,loses or damages the Property in any material respect or subjects the Property to seizure,confiscation,or condermation;
<br /> (d) seeks to revoke,terminate or otherwise limit its Ifability under any guaranty to Lender;
<br /> (e) dfes, becomes legally incompetent,is dissolved or terminated,becomes insobent, makes an assignment for the benefit of creditors,fails to pay
<br /> debts as they beoome due,files a petition under the federal bankruptcy laws,has an involuntary petition in bankruptcy filed in which GraMor,Borrower
<br /> or any guararnor is named,or has property taken under any writ or process of court;
<br /> (� allows goods to be used,transported or stored on the Property,the possession,transportation,or use of which,is illegal;
<br /> (g) allows any party other than Grantor or Borrower to assume or undenake any Obligation without the written consent of Lender;or
<br /> (h) causes Lender to deem kself insecure due to a signiflcant dedine in the value of the Property;or if Lender,in good faith,for any reason,believes
<br /> that the prospect of payment or perfomiance is impaired.
<br /> 17. RIGHTS OF LENDER ON DEFAULT. If there is a defauft under this Deed of Trust, Lender shall be errtitled to exercise one or more of the following
<br /> remedies wfthout notice or demand(except as required by law):
<br /> (a) to dedare the Obligations immediately due and payable in full;
<br /> (b) to collect the outstanding Obligations with or without resorting to judicial process;
<br /> (c) to require Grantor to deliver and make available to Lender any personal property or Chattels constituting the Property at a place reasonably
<br /> convenieni to Grantor and Lender;
<br /> (d) to enter upon and take possession of the Property without applying for or obtaining the appoirrtment of a receiver and, at Lender's option,to
<br /> appoint a receiver without bond, without first bringing suit on the Obligations and without othervvise meeting any statutory conditions regarding
<br /> rece(vers,it being intended that Lender shall have thfs contractual rigM to appoint a receiver;
<br /> (e) to employ a managing agent of the Property and let the same,either in Trustee's own name,in the name of Lender or in the name of Grantor,and
<br /> receive the rer�ts,incomes,issues and profits of the Property and apply the same,after payrnent of all necessary charges and expenses,on account of
<br /> the Obligations;
<br /> (� to pay any sums in any form or manner deemed expedierrt by Lender to protect the security of this Deed of Trust or to cure any defauft other than
<br /> payment of interest or prindpal on the Obligations;
<br /> (g) to foredose this Deed of Trust judicially or nonjudicially and to direct the sale of the property through exercise of the power of sale as referenced in
<br /> paragraph 20 hereof in acxxordance with applicable law;
<br /> (h) to set-off Grantor's Obligations against any amounts owed Grantor by Lender including, but not limited to, monies, instruments, and deposit
<br /> axounts mairrtained with Lender or any currently euisting or future affiliate of Lender,and
<br /> (i)to exercise all other rigMs available to Lender under any other written agreemern or applicable law.
<br /> Lender's rigMs are cumulative and may be exerdsed together, separately, and in any order. In the everrt that Lender institutes an action seeWng the
<br /> recovery of any of the Property by way of a prejudgment remedy in an action against Grantor, Granior waives the posting of any bond which migM
<br /> otherwise be required. Lender or Lender's designee may purchase the Property at any sale. Proceeds of any Trustee's sale hereunder shall be applied
<br /> first,to the costs and expenses of exerasing the power of sale and of the sale,induding the paymeM of the Trustee's fees actually incurred and not to
<br /> exceed the amourrt which may be provided for in this Deed of Trust,second,to payment of the Obligaiions secured hereby,third,to the payment of junior
<br /> trust deeds,mortgages,or other lienholders,and the balance,if any,to the person or persons legally eMitled thereto. The�operty or any part thereof may
<br /> be sold in one parcel,or in such parcels,manner or order as Lender in Rs sole discretion may elect,and one or more exerases of the power herein granted
<br /> shall not extinguish or exhaust the power unless the errtire property is sold or the obligations are paid in full.
<br /> 18. TRUSTEE'S EXERCISE OF POWER OF SALE ON DEFAULT: If Lender elects to sell Grantor's irrterest in the Property by exerase of the power of
<br /> sale herein contained,Lender shall notify Trustee in the manner then required by law.
<br /> Upon receipt of such notice of Lender and at the direction of Lender,Trustee shall cause to be recorded,published and delivered such notices of defaufl
<br /> and notices of sale as may then be required by law and by this Deed of Trust. Trustee shall,only at the direction of Lender and without demand on Grantor,
<br /> after such time as may then be required by law and after recordation of such notice of defauh and after notice of sale having been given as required by law,
<br /> sell the Property at the time and place of sale fixed by i1 in such notice of sale,either as whole or in separate lots or parcels or items as Lender shall deem
<br /> expedieM,and in such order as it may determine,ai public suction to the highest bidder for cash in lawful money of the United States payable at the time of
<br /> sale,or as otherwise may then be required by law. Trustee shall deliver to such purchaser or purchasers thereof its good and suffiaent deed or deeds
<br /> conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be
<br /> condusive proof of the truthfulness thereof. My person,induding,without limitation,GraMor,Trustee or Lender,may purchase at such sale. Trustee may
<br /> in the manner provided by law postpone sale of all or any portion of the Property.
<br /> 19. REGIUEST FOR NOTICES: Grantor requests that a copy of any notice of defauft and a copy of any notice of sale hereunder be mailed to each person
<br /> who is a party hereto at the address of such person set forth herein at the same time and in the same manner required as though a separate request thereof
<br /> had been filed by each such person.
<br /> NEDOTC Rev.t297
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