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200009.3,50
<br />(d) Grantor has the right and is duly authorized to execute and perform its Obligations under this Deed of Trust and these actions do not and
<br />shall not conflict with the provisions of any statute, regulation, ordinance, rule of law, contract or other agreement which may be binding on
<br />Grantor at any time;
<br />(e) No action or proceeding is or shall be pending or threatened which might materially affect the Property; and
<br />(f) Grantor has not violated and shall not violate any statute, regulation, ordinance, rule of law, contract or other agreement (including, but riot
<br />limited to, those governing Hazardous Materials) which might materially affect the Property or Lender's rights or interest in the Property
<br />pursuant to this Deed of Trust.
<br />3. PRIOR DEEDS OF TRUST. Grantor represents and warrants that there are nn prior deeds of trust affecting any part of the Property except as
<br />'-set forth on Schedule B attached to this Deed of Trust, which Grantor agrees to pay and perform in a timely manner. If there are any prior deeds
<br />of trust then Grantor agrees to pay all amounts owed, and perform all obligations required, under such deeds of trust and the indebtedness
<br />secured thereby and further agrees that a default under any prior deer) of trust shall he a default under this Deed of Trust and shall entitle Lender
<br />to all rights and remedies contained herein or in the Obligations to which Lender would be entitled in the event of any other default.
<br />4. TRANSFkrS,1(V f d OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale, conveyance,
<br />lease, contrac for 8'deecjor trans er to any person of all or any part of the real property described in Schedule A, or any interest therein, or of all or
<br />any beneficial interest in Borrower or Grantor (if Borrower or Grantor is not a natural person or persons but Is a corporation, limited liability
<br />company, partnership, trust, or other legal entity), Lender may, at Its option, declare the outstanding principal balance of the Obligations plus
<br />accrued interest thereon immediately due and payable. At Lender's request, Grantor or Borrower, as the case may be, shall furnish a complete
<br />statement setting forth all of its stockholders, members, or partners, as appropriate, arid the extent of their respective ownership interests.
<br />5. ASSIGNMENT OF RENTS. In consideration of the Obligations which are secured by this Deed of Trust, Grantor absolutely assigns to Lender
<br />all Grantor's estate, right, title, interest, claim and demand now owned or hereafter acquired in all existing and future leases of the Property
<br />(inclgr.4in� t and subleases), all agreements for use and occupancy of the Property (all such leases arid agreements whether
<br />writtdri 4'0 aIT(6 r rred to as the "Leases "), and all guaranties of lessees' performance under the Leases, together with the immediate
<br />and continuing right to collect and receive all of the rents, Income, receipts, revenues, issues, profits and other Income of any nature now or
<br />hereafter due (including any income of any nature corning due during any redemption periorl) under the Leases or from or arising out of the
<br />Property, including minimum rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance
<br />contributions, deficiency rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering
<br />loss of rents resulting from untenantability caused by destruction or damage to the Property, all proceeds payable as a result of a lessee's
<br />exercise of an option to purchase the Property, all proceeds derived from the termination or rejection of any Lease in a bankruptcy or otlier
<br />insolvency proceeding, and all proceeds from any rights and claims of nny kind which Grantor may have against any lessee under the Leases or
<br />any occupants of the Property (all of the above are hereafter collectively referred to as the "Rents "). This assignment is subject to the right, power
<br />and authority given to the Lender to collect and apply the Rents. This assignment is recorded in accordance with applicable state law; the lien
<br />created by this assignment is intended to be specific, perfected, arid Choate upon the recording of this Deed of Trust, all as provided by
<br />applicable state law as amended from time to time. As long as there is no defauft under the Obligations or this Deed of Trust, Lender grants
<br />Grantor a revocable license to collect all Rents from the Leases when (life and to use such proceeds in Grantor's business operations. However,
<br />Lender may at any time require Grantor to deposit all Rents Into an account maintained by Grantor or Lender at Lender's institution. Upon default
<br />in the payment of, or in the performance of, any of the Obligations, Lender may at its option take possession of the Property and have, hold,
<br />manage, lease and operate the Property on terms and for a period of time that Lender deems proper. Lender may proceed to collect and receive
<br />all Rents from the property, and Lender shall have full power to make alterations, renovations, repairs or replacements to the Property as Lender
<br />may deem proper. Lender may apply all Rents In Lender's sole discretion to payment of the Obligations or to the payment of the cost of such
<br />alterations, renovations, repairs and replacements and any expenses incident to taking and retaining possession of the Property periodically and
<br />the management and operation of the Property. Lender may keep the Property properly insured and may discharge any taxes, charges, claims,
<br />assessments and other liens which may accrue. The expense and cost of these actions may be paid from the Rents received, and any unpaid
<br />amounts shall be added to the principal of the Obligations. These amounts, together with other costs, shall become part of the Obligations
<br />secured by this Deed of Trust.
<br />6. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permit the termination or the
<br />withholding of any payment in connection with any Lease pertaining to the Property. In addition, Grantor, without Lender's prior written consent,
<br />shall not: (a) collect any monies payable under any Lease more than one month in advance; (b) modify any Lease; (c) assign or allow a lien,
<br />security interest or other encumbrance to be placed upon Grantor's rights, title and Interest in and to any Lease or the amounts payable
<br />thereunder; or (d) terminate or cancel any Lease except for the nonpayment of any sum or other material breach by tine other party thereto. If
<br />Grantor receives at any time any written communication asserting a default by Grantor under a Lease or purporting to terminate or cancel any ,
<br />Grantor shall promptly forward a copy of such communication (and any subsequent communications relating thereto) to Lender. All such Leases
<br />and the amounts due to Grantor thereunder are hereby assigned to Lender as additional security for the Obligations.
<br />7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shall be entitled to notify or require Grantor to notify any third patty
<br />(including, but not limited to, lessees, licensees, governmental authorities arid Insurance companies) to pay Lender any indebtedness or
<br />obligation owing to Grantor with respect to the Property (cumulatively 'indebtedness ") whether or not a default exists under this Deed of Trust.
<br />Grantor shall diligently collect the Indebtedness owing to Grantor frorn these third parties until the giving of such notification. In the event that
<br />Grantor possesses or receives possession of any instruments or other rerrniltances with respect to the Indebtedness following the giving of such
<br />notification or if the instruments or other remittances constitute the prepayment of any Indebtedness or the payment of any insurance or
<br />condemnation proceeds, Grantor shall hold such instruments and other remittances in trust for Lender apart from its other property, endorse the
<br />instruments and other remittances to Lender, and Immediately provide lender with possession of the instruments and other remittances. Lender
<br />shall be entitled, but not required, to collect (by legal proceedings or otherwise), extend the time for payment, compromise, exchange or release
<br />any obligor or collateral, or otherwise settle any of the Indebtedness whether or not an Event of Default exists under this Deed of Trust. Lender
<br />shall not be liable to Grantor for any action, error, mistake, omission or delay pertaining to the actions described In this paragraph or any
<br />damages resulting therefrom. Notwithstanding the foregoing, nothing herein shall cause Lender to be deemed a mortgagee -in- possession.
<br />8. USE AND MAINTENANCE OF PROPERTY. Grantor shall take all actions and make any repairs needed to maintain the Property in good
<br />condition. Grantor shall not commit or permit any waste to be committed with respect to the Property. Grantor shall use the Property solely in
<br />compliance with applicable law and insurance policies. Grantor shall not make any alterations, additions or improvements to the Property without
<br />Lender's prior written consent. Without limiting the foregoing, all alterations, additions and Improvements made to the Property shall be subject
<br />to the beneficial Interest belonging to Lender, shall not be removed without Lender's prior written consent, and shall be made at Grantor's sole
<br />expense.
<br />9. LOSS OR DAMAGE. Grantor shall bear the entire risk of any loss, theft, destruction or damage (cumulatively "Loss or Damage ") to tine
<br />Property or any portion thereof from any cause whatsoever. In the event of any Loss or Damage, Grantor shall, at the option of Lender, repair tine
<br />affected Property to Its previous condition or pay or cause to be paid to Lender the decrease in the fair market value of the affected Property.
<br />10. INSURANCE. The Property will be kept Insured for Its full Insurable value (replacement cost) against all hazards Including loss or damage
<br />caused by flood, earthquake, tornado and fire, theft or other casualty to the extent required by Lender. Grantor may obtain insurance on the
<br />Property from such companies as are acceptable to Lender In Its sole discretion. The Insurance policies shall require the Insurance company to
<br />provide Lender with at least ___ - -_—. days' written notice before such policies are altered or cancelled in any manner. The insurance
<br />policies shall name Lender as a loss payee and provide that no act or omission of Grantor or any other person shall affect the right of Lender to be
<br />paid the insurance proceeds pertaining to the loss or damage of the Property. In the event Grantor fails to acquire or maintain Insurance, Lender
<br />(after providing notice as may be required by law) may In Its discretion procure appropriate Insurance coverage upon the Property and tine
<br />insurance cost shall be an advance payable and bearing Interest as described in Paragraph 21 and secured hereby. Grantor shall furnish Lender
<br />with evidence of insurance Indicating the required coverage. Lender may act as attorney -In -tact for Grantor in making and settling claims under
<br />insurance policies, cancelling any policy or endorsing Grantor's name on any draft or negotiable Instrument drawn by any insurer. All such
<br />insurance policies shall be immediately assigned, pledged and delivered to Lender as further security for the Obligations. In the event of loss.
<br />Grantor shall Immediately give Lender written notice and Lender Is authorized to make proof of loss. Each insurance company is directed to
<br />make payments directly to Lender Instead of to Lender and Grantor. Lender shall have the right, at its sole option, to apply such monies toward
<br />the Obligations or toward the cost of rebuilding and restoring the Property. Any amounts may at Lender's option be applied in the Inverse order
<br />of the due dates thereof.
<br />11. ZONING AND PRIVATE COVENANTS. Grantor shall not initiate or consent to any change in the zoning provisions or private covenants
<br />affecting the use of the Property without Lender's prior written consent. If Grantor's use of the Property is or becomes a nonconforming use under
<br />any zoning provision, Grantor shall not cause or permit such use to be discontinued or abandoned without the prior written consent of Lender.
<br />Grantor will immediately provide Lender with written notice of any proposed changes to the zoning provisions or private covenants affecting the
<br />Property.
<br />12. CONDEMNATION. Grantor shall Immediately provide Lender with written notice of any actual or threatened condemnation or eminent
<br />domain proceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taking are hereby assigned to Lender
<br />and shall be applied first to the payment of Lender's attorneys' fees, legal expenses and other costs (including appraisal fees) In connection with
<br />the condemnation or eminent domain proceedings and then, at the option of Lender, to the payment of the Obligations or the restoration or repair
<br />of the Property. `1�� ►/,�q
<br />LPCOSt 19 m John H. Harland Co. ro/2e/07) jeo01 e37 -3799 Peps 2 of e_LS�Lt���`GZS
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