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Loan No: 87275201
<br />MORTGAGE
<br />(Continued)
<br />202204600
<br />Page 5
<br />or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any
<br />material respect, either now or at the time made or fumished or becomes false or misleading at any time
<br />thereafter.
<br />Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect
<br />(induding failure of any collateral document to create a valid and perfected security interest or lien) at any time and
<br />for any reason.
<br />Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any
<br />member withdraws from the limited liability company, or any other termination of Borrower's or Grantor's
<br />existence as a going business or the death of any member, the insolvency of Borrower or Grantor, the appointment
<br />of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors, any type
<br />of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or
<br />against Borrower or 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 Borrower or Grantor or by any
<br />govemmental agency against any property securing the Indebtedness. This includes a gamishment of any of
<br />Borrower's or Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall
<br />not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim
<br />which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of
<br />the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture
<br />proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the
<br />dispute.
<br />Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between
<br />Borrower or Grantor and Lender that is not remedied within any grace period provided therein, Including without
<br />limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender,
<br />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 />Insecurity. Lender In good faith believes itself insecure.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter but
<br />subject to any limitation in the Note or any limitation In this Mortgage, Lender, at Lender's option, may exercise any one
<br />or more of the following rights and remedies, in addition to any other rights or 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, induding any prepayment penalty that Borrower 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 Borrower or Grantor, to take possession of the
<br />Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and
<br />above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or
<br />other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by
<br />Lender, then Grantor irrevocably designates Lender as Grantor's attomey-in-fact to endorse instruments received in
<br />payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants
<br />or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are
<br />made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this
<br />subparagraph 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 />Deflclency 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 Borrower or Grantor,
<br />Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's
<br />option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property Immediately
<br />upon the demand of 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, Borrower and Grantor hereby waive any and all
<br />right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any
<br />part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any
<br />public sale 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 exdude 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 Borrower and/or against any other co -maker, guarantor, surety or endorser and/or to
<br />proceed against any other collateral directly or indirectly securing the Indebtedness.
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