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FNBO /Nova -Tech
<br />Leasehold Deed of Trust
<br />DOCS/1660400.5
<br />7
<br />201505325
<br />Section 3.05. Taxes and Assessments. Trustor shall pay prior to delinquency all
<br />taxes, levies, charges, and assessments (individually and collectively, an "Imposition "),
<br />imposed by any public or quasi - public authority or utility company that are (or if not paid, may
<br />become) a lien on all or part of the Property or any interest in it, or that may cause any decrease
<br />in the value of the Property or any part of it. Notwithstanding the foregoing provisions of this
<br />Section 3.05, Trustor may, at its expense, contest the validity or application of any Imposition by
<br />appropriate legal proceedings promptly initiated and conducted in good faith and with due
<br />diligence, provided that (a) Beneficiary is reasonably satisfied that neither the Property nor any
<br />part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such
<br />contest, and (b) Trustor shall have posted a bond or furnished such other security as may be
<br />reasonably required from time to time by Beneficiary.
<br />Section 3.06. Liens, Charges, and Encumbrances. Except for Permitted Liens,
<br />Trustor shall not create, incur, or suffer to exist any lien, encumbrance, or charge on the Property
<br />or any part thereof that might or could be held to be superior or inferior to the lien of this Deed of
<br />Trust, other than current non - delinquent real estate taxes and assessments and any such lien,
<br />encumbrance, or charge consented to in writing by Beneficiary. Trustor further agrees (a) to pay
<br />when due each obligation secured by or reducible to a lien, charge, or encumbrance that now
<br />does or later may encumber or appear to encumber all or part of the Property or any interest in
<br />it, and (b) to immediately discharge any lien on the Property to which Beneficiary has not
<br />consented in writing. Notwithstanding the foregoing provisions of this Section 3.06, Trustor may,
<br />at its expense, contest in good faith claims for mechanics' and materialmen's liens in
<br />accordance with Section 6.6 of the Credit Agreement.
<br />Section 3.07. Maintenance of Insurance: Damage Proceeds. Trustor, at its sole cost
<br />and expense, will maintain or cause to be maintained the insurance policies described in
<br />Section 6.4 of the Credit Agreement (the "Policies "). Trustor hereby absolutely and irrevocably
<br />assigns to Beneficiary, and authorizes the payor to pay to Beneficiary: (i) all awards, claim, and
<br />causes of action, arising out of any warranty affecting all or any part of the Property, or for
<br />damage or injury to or decrease in value of all or any part of the Property or any interest in it; (ii)
<br />all proceeds of any Policies payable because of loss sustained to all or any part of the Property;
<br />and (iii) all interest that may accrue on any of the foregoing.
<br />(a) Notice of Damage or Destruction; Adjusting Loss. If the Property or any part
<br />thereof shall be damaged or destroyed by fire or other casualty, Trustor will promptly give written
<br />notice thereof to the insurance carrier and Beneficiary, and will not adjust any damage or loss that
<br />exceeds $50,000 unless Beneficiary has joined in such adjustment. But if there has been no
<br />adjustment of any such damage or loss within four months from the date of occurrence thereof,
<br />and if an Event of Default has occurred and remain uncured at the end of such four -month period
<br />or at any time thereafter, Beneficiary may alone make proof of loss, adjust and compromise any
<br />claim under the Policies, and appear in and prosecute any action arising from such Policies. In
<br />connection therewith, Trustor does hereby irrevocably authorize, empower, and appoint Beneficiary
<br />as attorney -in -fact for Trustor (which appointment is coupled with an interest) to do any and all of
<br />the foregoing in the name and on behalf of Trustor.
<br />(b) Application of insurance Proceeds. All sums in excess of $50,000 paid
<br />under any Policies relating to all or any portion of the Property (hereinafter collectively referred to
<br />as "Proceeds "), shall be paid to Beneficiary, which may, at its option (but subject to the provisions
<br />of this paragraph set forth below), apply them (after first deducting Beneficiary's expenses referred
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