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2015f 3758
<br />thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest; and (b)
<br />Trustor shall have posted a bond or furnished such other security required from time to time by Beneficiary.
<br />7.07 Damages and Insurance and Condemnation Proceeds. Beneficiary may, at its option: (a) in its
<br />own name appear in or prosecute any action or proceeding to enforce any cause of action based on warranty, or
<br />for damage, injury or loss to all or part of the Property, and it may make any compromise or settlement of the
<br />action or proceeding; (b) participate in any action or proceeding relating to any Condemnation Award; and (c) join
<br />Trustor in adjusting any Insurance Claim. All insurance proceeds, Condemnation Awards, and proceeds of any
<br />other claim based on warranty, or for damage, injury or loss to the Property which Trustor may receive or be
<br />entitled to must be paid to Beneficiary. In each instance, Beneficiary may apply those proceeds first toward
<br />reimbursement of all of Beneficiary's costs and expenses of recovering the proceeds or Condemnation Award,
<br />including Legal Fees. The balance shall, at Beneficiary's option, be applied to pay or Prepay some or all of the
<br />Secured Obligations in such order and proportions as it may choose. TRUSTOR HEREBY SPECIFICALLY,
<br />UNCONDITIONALLY AND IRREVOCABLY WAIVES ALL RIGHTS OF A PROPERTY OWNER WITH RESPECT TO
<br />ALLOCATION OF CONDEMNATION PROCEEDS BETWEEN A PROPERTY OWNER AND A LIENHOLDER.
<br />7.08 Site Visits. Observation and Testing. Beneficiary and its agents and representatives may enter
<br />and visit the Property at any reasonable time for the purposes of observing it, performing appraisals, taking and
<br />removing soil or groundwater samples, and conducting tests on any part of it, as provided in the Loan Agreement,
<br />and otherwise to determine Trustor's compliance with this deed of trust.
<br />7.09 Prohibited Transfers.
<br />(a) Trustor agrees that a material factor in Beneficiary's decision to enter into the Secured
<br />Obligation Documents is the expertise, financial status and other characteristics of Trustor. Trustor shall not make
<br />or permit any Prohibited Transfer. Upon any Prohibited Transfer Beneficiary may declare all Secured Obligations
<br />to be due and payable immediately. "Prohibited Transfer" means: (1) any sale, contract to sell, conveyance,
<br />encumbrance, pledge, mortgage, or lease of the Property not expressly permitted under this instrument or the
<br />other Secured Obligation Documents, or other transfer of all or any material part of the Property or any interest in
<br />it, including any transfer of Mineral Rights, Water Rights, or Water Stock, whether voluntary, involuntary, by
<br />operation of law or otherwise; provided, however, Trustor may sell or dispose of fixtures and equipment in the
<br />ordinary course of their business so long as such items are replaced with items of equal or greater value and utility;
<br />(2) if Trustor is a corporation, any transfer or transfers of shares of more than ten percent (or such other portion, if
<br />any, permitted under the Loan Agreement) of the voting power or the direct or indirect beneficial ownership of
<br />Trustor, on a cumulative basis, or any dissolution of the corporation; (3) if Trustor is a partnership, withdrawal or
<br />removal of any general partner, dissolution of the partnership under Applicable Law, or any transfer or transfers of
<br />more than ten percent (or such other portion, if any, permitted under the Loan Agreement) of the partnership
<br />interests, on a cumulative basis; (4) if Trustor is a limited liability company, withdrawal or removal of any manager
<br />or managing member, termination of the limited liability company or any transfer or transfers of more than ten
<br />percent (or such other portion, if any, permitted under the Loan Agreement) of the voting power or the ownership
<br />of the economic interest in the Trustor, on a cumulative basis; or (5) if Trustor is a trust, withdrawal or removal of
<br />any trustee or revocation of the trust.
<br />(b) If there is a Prohibited Transfer, Beneficiary may, at Beneficiary's option, without
<br />limitation to any other rights or remedies available to Beneficiary upon an Event of Default, deem that the
<br />principal balance of the Loan and, to the extent permitted by Applicable Law, all other Obligations, will bear
<br />interest at the Contract Rate plus 2.00% per annum (the "Prohibited Transfer Rate "), retroactive to the date of the
<br />Prohibited Transfer (without regard to the date that Prohibited Transfer is discovered by Beneficiary) through the
<br />Maturity Date, and Trustor shall pay to Beneficiary, upon demand, the difference between the amount of interest
<br />calculated at the Contract Rate in effect at the time of the Prohibited Transfer and the amount of interest
<br />Willoughby
<br />Deed of Trust, Assignment of Rents, Security Agreement, and Fixture Filing
<br />Loan no. 197694
<br />10
<br />Rev. 1.7.2015
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