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11. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall imr�diately provide Lender with written notice of any actual or
<br /> threatened aclion,suit,or other proceeding affecling the Property. Grantor hereby appoints Lender as its attomey-in-fact to corrrr�ence,irnervene in,and
<br /> defend such actions,suits,ar other legal proceedings and to compromise or settle any claim or controversy pertaining thereto. Lender shall not be liable to
<br /> GPardor for any action,ercor,mistake,omission or delay pertaining to the actions described in this paragraph or any damages resufting therefrom. Nothing
<br /> contained herein w�l prevent Lender from taking the actions described in this paragraph in its own name.
<br /> 12 INDEMNIFICATION. Lender shall not assume or be responsible for the performance of any of Grantor's obligations with respect to the Property under
<br /> any dreumstances. Grantor shall irrotiediately provide Lender with written notice of and inderrmify and hold Lender and its shareholders,directors,officers,
<br /> employees and agents hamiless from all claims, damages, liabilities(including attomeys' fees and legal expenses), causes of action, actions, suits and
<br /> other legal proceedings(cumulatively"Claims")pertalning to the Property(including,but not limited to,those involving Hazardous Materials). Grarnor,upon
<br /> the request of Lender,shall hire legal counsel to defend Lender from such Claims,and pay the attomeys'fees,legal expenses and other costs incurred in
<br /> connection therewith. In the altemative, Lender shall be entitled to employ its own legal counsel�to defend such Claims at Grantor's cost. Grantor's
<br /> obligation to indermify Lender under this paragraph shall survive the terrrrnation,release or foredosure of this Deed of Trust.
<br /> 13. TAXES AND ASSESSMENTS. Gramor shall pay all taxes and assessments relating to Property when due and irmiediately provide Lender evidence
<br /> of payment of sarne. Upon the request of Lender,Grantor shall deposit with Lender each month one-twelfth (iN2) of the estimated annual insurance
<br /> premium, taxes and assessments pertaining to the Property. So long as there is no default,these amounts shall be applied to the payment of taxes, �
<br /> assessmerrts and insurance as required on the Property. In the event of default,Lender shall have the right,at its sole option,to apply the funds so held to
<br /> pay any taxes or against the Obligations. Any funds applied may,at Lender's option,be applied in reverse order of the due date thereof. �
<br /> 14. INSPEC710N OF PROPERTY,BOOKS,RECORDS AND REPORTS. Grantor shall allow Lender or its agents to examine and inspect the Property „ �
<br /> and exaMne,inspect and make copies of Grarnor's books and records pertaining to the Property from time to time. Grantor shall provide any assistance O
<br /> required by Lender for these purposes. All of the signatures and information cornained in Grantor's books and records shall be genuine,true,axurate and �
<br /> complete(n all respects. Gramor shall note the existence of Lender's beneficial interest in hs books and records pertaining to the Property. Additionally,
<br /> GraMor shall report,in a form satisfactory to Lender,such information as Lender may request regarding Grantor's financial condition or the Property. The �
<br /> information shall be for such periods,shall reflect Grantor's records at such time,and shall be ren�red with such frequency as Lender may designate. All
<br /> information fumished by Grarrtor to Lender shall be true,axurate and complete in all respects,and signed by Grantor if Lender requests. �
<br /> 1b. ESTOPPEL CERTIFICATES. Wrthin ten(10)days after any request by Lender,Grantor shall deliver to Lender,or any irnended transferee of Lender's
<br /> rights whh respect to the Obligations,a signed and adviowledged statement specifying(a)the outstanding balance on the Obligations;and(b)whether
<br /> Grarnor possesses any clalms,defenses,set-offs or counterdaims with respect to the Obligations and,if so,the nature of such daims,defenses,set-offs or
<br /> courrterdaims. Grantor will be condusively bound by any represerrtation that Lender may make to the intended transferee with respect to these matters in
<br /> the event that Grarnor fails to provide the requested statement in a timely manner.
<br /> 16. DEFAULT. Grantor shall be in default under this Deed of Trust and the Trustee's power shall bec:ome operative in the everrt that Grantor,Borrower or
<br /> any guaramor of the Obligations:
<br /> (a) fails to pay any Obligation to Lender when due;
<br /> (b) fails to perform any Obligation or breaches any warranty or covenant to Lender coMained in this Deed of Trust or any other preserrt or future
<br /> agreement;
<br /> (c) destroys,loses or damages the Property in any material respect or subjects the Property to seizure,confiscation,or condemnation;
<br /> (d) seeks to revoke,terminate or otherwise limit its liability under any guaranty to Lender;
<br /> (e) dies,becomes legally incompetent,is dissolved or terminated,bec;omes insolvent,makes an assignment for the benefit of creditors,fails to pay
<br /> debts as they become due,flles a petition under the federal banlwptcy laws,has an involuntary petition in banlwptcy filed in which Grarrtor,Borrower
<br /> or any guarantor is named,or has property taken under any writ or process of court;
<br /> (fl allows goods to be used,transported or stored on the Property,the possession,transportation,or use of which,is illegal•
<br /> (g) allows any party other than Grarnor or BoROwer to assume or undertake any Obligation whhout the written conserrt of Lender;or
<br /> (h) causes Lender io deem ftself insecure due to a significant dedine in the value of the Property;or if Lender,in good faith,for any reason,believes
<br /> that the prospect of paymeM or perforrrrance is impaired.
<br /> 17. RIGHTS OF LENDER ON DEFAULT. If there is a defauft under this Deed of Trust, Lender shall be entitled to exerase one or more of the following
<br /> remedies wfthout notice or demand(except as required by law):
<br /> (a) to declare the ObUgations immediately due and payable in full:
<br /> (b) to collect the outstanding Obligations whh or without resorting to judicial process;
<br /> (c) to require Grantor to deliver and make available to Lender any personal property or Chattels constituting the Property at a place reasonably
<br /> conveniern to Grarrtor and Lender;
<br /> (d) to enter upon and take possession of the Property without applying for or obtaining the appointment of a receiver and, at Lender's option,to
<br /> appoint a receiver without bond, without first bringing suit on the Obligations and without otherwise meeting any statutory condltlons regarding
<br /> receivers,it being intended that Lender shall have this corrtractual rigM to appoiM a receiver,
<br /> (e) to employ a managing agent of the Property and let the same,either in Trustee's own name,in the name of Lender or in the name of Grantor,and
<br /> receive the rents,incomes,issues and profits of the Property and apply the same,after payment of all necessary charges and expenses,on axoum of
<br /> ihe Obllgations;
<br /> (� to pay any sums 1n any form or manner deemed expedient by Lender to protect the security of this Deed of Trust or to cure any defauft other than
<br /> payment of iMerest or principal on the Obligations;
<br /> (g) to foreclose this Deed of Trust judidally or nonjudidally and to direct the sale of the property through exerase of the power of sale as referenced in
<br /> paragraph 20 hereof in axcordance with applicable law;
<br /> (h) to set-off Grantor's Obligations against any amounts owed Grantor by Lender including, but not limited to, monies, instruments, and deposit
<br /> acoounts mairnained wfth Lender or any currently existing or future affiliate of Lender,and
<br /> (i)to exercise all other rights available to Lender under any other written agreement or applicable law.
<br /> Lender's rigMs are cumulative and may be exercised together, separately, and in any order. In the event that Lender institutes an action seeWng the
<br /> recovery of any of the Property by way of a prejudgment remedy in an action against Grantor, Grarnor waives the posting of any bond which might
<br /> otherwise be required. Lender or Lender's designee may purchase the Property at any sale. Proceeds of any Trustee s sale hereunder shall be applied
<br /> first,to the costs and expenses of exerasing the power of sale and of the sale,induding the paymerrt of the Trustee's fees actually incurced and not to
<br /> exceed the amount which may be provided for in this Deed of Trust,second,to paymern of the Obligations sea�red hereby,third,to the paymerrt of junior
<br /> trust deeds,mortgages,or other Ilenholders,and the balance,if any,to ihe person or persons legally errtitled ihereta The property or any part thereof may
<br /> be sold in one percel,or in such percels,manner or order as Lender in hs sole discretion may elect,and one or more exerases of the power herein granted
<br /> shall not extinguish or exhaust the power unless the entire property is sold or the obligations are paid in full.
<br /> 18. TRUSTEE'S EXERCISE OF POWER OF SALE ON DEFAULT: If Lender elects to sell Grantor's interest in the Property by exercise of the power of
<br /> sale herein cornained,Lender shall notify Trustee in the manner then required by law.
<br /> Upon receipt of such notice of Lender and at the direction of Lender,Trustee shall cause to be recorded,published and delivered such notices of default
<br /> and notices of sale as may then be required by law and by this Deed of Trust. Trustee shall,only at the direction of Lender and whhout demand on Grantor,
<br /> after such time as may then be required by law and after recordation of such notice of defauft and after noti�of sale having been given as required by law,
<br /> sell the Property at the time and place of sale fixed by it in such notioe of sale,either as whole or in separate lots or parcels or items as Lender shall deem
<br /> expedierit,and in such order as it may determine,at public auctlon to the highest bidder for cash in lawful money of the United States payable at the time of
<br /> sale,or as otherwise may then be requ(red by law. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds
<br /> conveying the property so sold, but without any �venant or warranty, express or irnplied. The recitals in such deed of any matters or facts shall be
<br /> condusive proof of the truthfulness thereof. Any person,induding,without limitation,Grantor,Trustee or Lender,may purchase at such sale. Trustee may
<br /> in the manner provided by law postpone sale of all or any portion of the Property.
<br /> 19. REQUEST FOR NOTICES: Grantor requests ihat a copy of any notice of defauh and a copy of any notice of sale hereunder be mailed to each person
<br /> who is a parly hereto at the address of such person set forth herein at the same time and in the same manner required as though a separate request thereof
<br /> had been ftled by each such person.
<br /> NEDOTC Rev.t?J97
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