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<br /> 1�, LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall immediately provide Lender with written notice of any actual or
<br /> threatened action,suft,or other proceeding affecting the Property. Grantor hereby appoirns Lender as its attorney-in-fact to comrnence,intervene in,and
<br /> defend such actions,suhs,or other legal proceedings and to compromise or settle any claim or controversy pertaining thereto. Lender shall not be liable to
<br /> Grantor for any action,error,mistake,omission or delay pertaining to the actions described in this paragraph or any damages resufting therefrom. Nothing
<br /> contained herein will preverrt Lender from taking the actions described in this paragraph in its own name.
<br /> 12 INDEMNIFICA710N. Lender shall not assume or be responsible for the perfom�ance of any of Grantor's obligations with respect to the Property under
<br /> any arcumstances. Granlor shall irmiediately provide Lender with written notice of and indemnify and hold Lender and fts shareholders,directors,officers,
<br /> employees and agerrts harMess from all daims, damages, liabilities (including attomeys' fees and legal expenses), causes of action, actio�s, suits and
<br /> other legal proceedings(cumulatively"Claims")pertaining to the Property(induding,but not limited to,those involving Hazardous Malerials). Grantor,upon
<br /> the request of Lender,shall hire legal counsel to defend Lender from such Claims,and pay the attorneys'fees,legal expenses and other costs incurred in
<br /> connection therewith. In the altemative, Lender shall be ernitled to emplo� hs own legal counsel to defend such Claims at Grantor's cost. Grantor's
<br /> obligation to indermify Lender under this paragraph shall survive the termination,release or foredosure of this Deed of Trust.
<br /> 13. TAXES AND ASSESSMENTS. Grantor shall pay all taxes and assessments relating to Property when due and irrunediately provide Lender evidence
<br /> of payment of same. Upon the request of Lender, Grantor shall deposit whh Lender each month one-iwelfth (1/12) of the estimated annual insurance
<br /> premium,taxes and assessments pertaining to the Property. So long as there is no default, these amounts shall be applied to the payment of taxes,
<br /> assessmerris and insurance as required on the Property. In the event of default,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. INSPEC110N 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 information contained in Grantor's books and records shall be genuine,true,accurate and
<br /> complete in all respecis. Grantor shall note the existence of Lender's benefiaal interest in its books and records perlaining to the Property. Additionally,
<br /> Grantor shall report,in a form satisfactory to Lender,such infomration as Lender may request regarding Grantor's financial condition or the Property. The
<br /> information shall be for such periods,shall reflect Grantor's reoords at such time,and shall be rendered with such frequency as Lender may designate. Ail
<br /> information fumished by Grantor to Lender shall be true,accurate and complete in all respects,and signed by Grantor if Lender requests.
<br /> 16. ESTOPPEL CERTIFICATES. Within ten(10)days after any request by Lender,Grantor shall deliver to Lender,or any intended transferee of Lender's
<br /> rigMs with respect to the Obligations, a signed and acknowledged siatement specifying(a)the outstanding balance on the Obligations; and (b)whether
<br /> Grantor possesses any daims,defenses,set-offs or counterclaims with respect to the Obligations and,if so,the nature of such claims,defenses,set-offs or
<br /> counterdaims. Grarrtor will be conclusively bound by any representation that Lender may make to the intended transferee with respect to these matters in
<br /> the event that Grantor fails to provide the requested statement in a timely manner.
<br /> 16. 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 guararnor of the Obligations:
<br /> (a) fails to pay any Obligation to lsnder when due;
<br /> (b) fails to perform any Obligation or breaches any warranty or covenant to Lender contained in this Deed of Trust or any other present or future
<br /> agreemerrt;
<br /> (c) destroys,loses or damages the Property in any material respect or subjects the Property to seizure,confiscation,or condemnation;
<br /> (d) seeks to revoke,terminate or othervvise limit its liability under any guaranty io Lender;
<br /> (e) dies,becomes legally incompetent,is dissolved or terminated,becomes insolvent, makes an assignment for the benefit of crediiors, fails to pay '
<br /> debts as they become due,flles a petition under the federal bankruptcy laws,has an involuntary petition in bankruptcy filed in which Grantor,Borrower
<br /> or any guarantor 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 Grarrtor or Borrower to assume or undertake any Obligation without the written consent of Lender;or
<br /> (h) causes Lender to deem itself insecure due to a significant decline 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 default under this Deed of Trust, Lender shall be entitled to exercise one or more of the following
<br /> remedies without notice or demand(except as required by law):
<br /> (a) to dedare the Obligations irmiediately due and payable in full;
<br /> (b) to collect the outstanding Obligations with or without resorting to judicial process;
<br /> (c) to require Grarrtor to deliver and make available to Lender any personal property or Chattels constituting the Property at a place reasonably
<br /> convenient to Grantor and Lender;
<br /> (d) to errter upon and take possession of the Property without applying for or obtaining the appointment of a receiver and, at Lender's option, te
<br /> appoirrt a receNer without bond, without first bringing suit on the Obligations and without otherwise meeting any statutory conditions regarding
<br /> receivers,ft being intended that Lender shall have this coMractual right to appoim 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 payment of all necessary charges and expenses,on account of
<br /> the Obligations;
<br /> (� to pey any sums in any fortn or manner deemed expedient by Lender to protect the security of this Deed of Trust or to cure any default other than
<br /> pa�m�ern of iMerest or principal on the Obligations;
<br /> (g) to foredose this Deed of Trust judiaally or nonjudiaally and to direct the sale of the property through exercise of the power of sale as referenced in
<br /> paragraph 20 hereof in acccordance 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 /> axounis maintafned with Lender or any a��rrently existing or future affiliate of Lender;and
<br /> (i)to exerase all other rigMs available to Lender under any other written agreement or appiicabie law.
<br /> Lender's �igMs are cumulative and may be exercised logether, separately, and in any order. In the event that Lender institutes an action seeking the
<br /> recovery of any of the Property by way of a prejudgmeM remedy in an action against Grantor, Grantor waives the posting of any bond which might
<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 ihe sale, including the payment of the Trustee's fees actually incurred and not to
<br /> exceed the amount which may be provided for in this Deed of Trust,second,to payment of the Obiigations 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 entitled thereto. The property or any part thereof may
<br /> be sold in one parcel,or in such parcels,manner or order as Lender in its sole discretion may elect,and one or more exercises 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 interest in the Property by exercise of the power of
<br /> sale herein corrtained,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 default
<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 default and after notice of sale having been given as required by law,
<br /> sell the Property at the 11me and place of sale fixed by it in such notice of sale,either as whole or in separate lots or parcels or items as Lender shall deem
<br /> expedient,and in such order as it may detemrne,at public auction to the highest bidder for cash in lawful money of the United States payable ai 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 sufficient 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,Grantor,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. RE�UEST FOR NOTICES: Grantor requests that a copy of any notice of default 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 ihe same manner required as though a separate request thereof
<br /> had been flled by each such person.
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<br /> NEDOTC Rev.1Z97 aaow a d e
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