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Loan No: 12596
<br />MORTGAGE
<br />(Continued)
<br />2018063'79
<br />Page 5
<br />member withdraws from the limited liability company, or any other termination of Grantor's existence as a going
<br />business or the death of any member, the insolvency of Grantor, the appointment of a receiver for any part of
<br />Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the
<br />commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial
<br />proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency
<br />against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts,
<br />including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith
<br />dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
<br />proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with
<br />Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its
<br />sole discretion, as being an adequate reserve or bond for the dispute.
<br />Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and
<br />Lender that is not remedied within any grace period provided therein, including without limitation any agreement
<br />concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
<br />Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability
<br />under, any Guaranty of the Indebtedness.
<br />Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the
<br />prospect of payment or performance of the Indebtedness is impaired.
<br />Insecurity. Lender in good faith believes itself insecure.
<br />Right to Cure. If any default, other than a default in payment, is curable and if Grantor has not been given a notice
<br />of a breach of the same provision of this Mortgage within the preceding twelve (12) months, it may be cured if
<br />Grantor, after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within
<br />thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately initiates steps which Lender
<br />deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
<br />reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender,
<br />at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or
<br />remedies provided by law:
<br />Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately
<br />due and payable, including any prepayment penalty that Grantor would be required to pay.
<br />UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and
<br />remedies of a secured party under the Uniform Commercial Code.
<br />Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and
<br />collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's
<br />costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the
<br />Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then
<br />Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment
<br />thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other
<br />users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,
<br />whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph
<br />either in person, by agent, or through a receiver.
<br />Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of
<br />the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or
<br />sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the
<br />receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right
<br />to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the
<br />Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a
<br />receiver.
<br />Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the
<br />Property.
<br />Nonjudicial Sale. If permitted by applicable law, Lender may foreclose Grantor's interest in all or in any part of the
<br />Personal Property or the Real Property by non -judicial sale.
<br />Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in
<br />the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in
<br />this section.
<br />Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided
<br />above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall
<br />become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1)
<br />pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of
<br />Lender.
<br />Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available
<br />at law or in equity.
<br />Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have
<br />the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the
<br />Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale
<br />on all or any portion of the Property.
<br />Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal
<br />Property or of the time after which any private sale or other intended disposition of the Personal Property is to be
<br />made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition.
<br />Any sale of the Personal Property may be made in conjunction with any sale of the Real Property.
<br />Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and
<br />an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after
<br />Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing
<br />under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to
<br />Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed
<br />directly against Grantor and/or against any other co -maker, guarantor, surety or endorser and/or to proceed against
<br />any other collateral directly or indirectly securing the Indebtedness.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage,
<br />Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and
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