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<br /> (c) All applicable laws and regulations, induding, withoul limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq. (and all
<br /> regulations promulgated thereunder)and all zoning and building laws and regulations relating to the Property by virtue of any federal,state or municipal
<br /> authority with jurisdiction over the Property, presemly are and shall be observed and complied with in all material respects, and all rights, licenses,
<br /> pemits,and certiflcates of occupancy(induding kxn not Iimited to zoning variances,special exceplions for nonconforming uses,and final inspection
<br /> approvals), whether temporary or pemianent, which are material to the use and occupancy of the Property, presently are and shall be obtained,
<br /> preserved and,where necessary,renewed;
<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 shall not
<br /> conflict with the provisions of any statute,regulation,ordinance,rule of law,contract or other agreemern which may be binding on 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 /> (fl Grantor has not violated and shall not violate any siatute,regulation,ordinance,rule of law,contract or other agreement(including,but not limited to,
<br /> those goveming Hazardous Materials)which might materially affect the Properry or Lender's rigMs or irrterest in the Prop�rty pursuant to this Deed of
<br /> Trust.
<br /> 3. PRIOR DEEDS OF TRUST. Grantor represents and warrants that there are no prior deeds of trust affecting any part of the Property except as set forlh
<br /> on Schedule B aflached to this Deed of Trust,which Grarrtor agrees to pay and perform in a timely manner. If there are any prior deeds of trust then
<br /> Grarnor agrees to pay all amourns owed,and perfonn all obligatfons required,under such deeds of trust and the indebtedness secured thereby and further
<br /> agrees that a defaufl under any prior deed of trust shall be a defauft under this Deed of Trust and shall errtRle Lender to all rights and remedies contained
<br /> herein or in the Obligations to which Lender would be entitled in the evern of any other defauh.
<br /> 4. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale,conveyance, lease,
<br /> cornract for deed or transfer to any person of all or any part of the real property described in Schedule A,or any interest therein,or of all or any beneficial
<br /> interest in Borcower or Grantor(if Borrower or Grantor is not a natural person or persons twt is a corporation,limited liability company,partnership,trust,or
<br /> other legal erniry),Lender rr�ay,at fts option dedare the outstanding prinapal balance of the Obligations plus axrued interest thereon imrnediately due and
<br /> payable. A1 Lender's request,Grarnor or Bonower,as the c�se may be,shall fumish a complete statement setting forth all of its stockholders,members,or
<br /> partners,as appropriate,and the exterrt of their respective ownership irnerests.
<br /> 5. ASSIGNMENT OF RENTS. In consideration of the Obligations,which are secured by this Deed of Trust, Grantor absolutely assigns to Lender al�
<br /> Grantor's estate, rigM, title, interest, claim and demand now owned or hereafter acqufred in all existing and future leases of the Property (induding
<br /> extensions,renewals and subleases),all agreemerrts for use and oxupancy of the Property(all such leases and agreemerns whether written or oral,are
<br /> hereafter referred to as the"Leases"),and all guaraMies of lessees'perfomiance under the Leases,together with the irrmediate and corrtinuing right to
<br /> collect and receive all of the rents,income,receipts,revenues,issues,proflts and other income of any nature now or hereafter due(induding any income of
<br /> any nature coming due during any redemption period)under the Leases or from or arising out of the Property including Mnimum renis,additional rents,
<br /> percentage reMs, parking or corm�on area maintenance coMributions, tax and insurance contributions, deficiency rents, liquidated damages following
<br /> default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or
<br /> damage to the Property, all proceeds payable as a resuft of a lessee's exerase of an option to purchase the Property, all proceeds derived from the
<br /> termination or rejectfon of any Lease in a bankruptcy or other insolvency proceeding,and all proceeds from any rights and daims of any kind which Grantor
<br /> may have against any lessee under the Leases or any occuparns of the Property(all of the above are hereafter collectively referred to as the"Rents"). This
<br /> assi�nment is subject to the�igM,power and authority given to the Lender to collect and apply the Rents. This assignmem is recorded in acxordance with
<br /> applicable state Iaw;the lien aeated by this assignmern is intended to be specific,perfected,and choate upon the recording of this Deed of Trust,all as
<br /> provided by 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 /> Grarrtor a revocable flcense to collect all Rents from the Leases when due and to use such proceeds in Grarnor's business operations. However,Lender
<br /> may at any time require Grantor to deposit all Rerrts irrio an acoourn maintained by Grantor or Lender at Lender's institution. Upon default in the payment
<br /> of,or in the perfom�ance of,any of the Obligations,Lender may at its option take possession of the Property and have,hold,manage,lease and operate the
<br /> Property on tertns and for a perfod of time that Lender deems proper. Lender may proceed to collect and receive all Rerrts from the property,and Lender
<br /> shall have(ull power to make alleratfons,renovations,repairs or replacemerrts to the Property as Lender may deem proper. Lender may apply all Rents in
<br /> Lender's sole discretion to payment of the ObHgations or to the payment of the cost of such alterations,renovations, repairs and replacements and any
<br /> expenses inadent to taking and retaining possession of the Property periodically and the management and operation of the Property. Lender may keep the
<br /> Properry properly insured and may discharge any taxes,charges,claims,assessmenis and other liens which may accrue. The expense and cost of these
<br /> actions may be paid from the Rents received,and any unpaid amourrts shall be added to the prinapal of the Obligations. These amounts,together with
<br /> other costs,shall become part of the Obligations secured by this Deed of Trust.
<br /> 6. USE AND MAINTENANCE OF PROPERTY. Gramor shall take all actions and make any repairs needed to maintain the Property in good condition.
<br /> Grantor shall not comrrit or pem�it any waste to be comr�tted with respect to the Property. Grantor shall use the Property solely in compliance with
<br /> applicable law and insurance polides. Grantor shall not make any alterations, additions or imFxovements to the Property without Lender's prior written
<br /> consent. Without limiting the foregoing,all alterations,additions and improvements made to the Property shall be subject to the beneficial interest belonging
<br /> to Lender,shall not be removed wfthout Lender's prior written consent,and shall be made at Grantor's sole expense.
<br /> 7. LOSS OR DAMAGE. Grarrtor shall bear the entfre risk of any loss,theft,destruction or damage(cumulatively"Loss or Damage")to the Property or any
<br /> portion thereof from any cause whatsoever. In the everrt of any Loss or Damage,Grantor shall,at the option of Lender,repair ihe affected Property to its
<br /> previous condition or pay or cause to be paid to Lender the decrease in ihe fair market value of the affected Property.
<br /> 8. INSURANCE. The Property will be kept insured for its full insurable value(replacemerrt cost)against all hazards including loss or damage caused by
<br /> flood, earthquake, tomado and fire,thefl or other casualry to the extent required by Lender. Grantor may obtain insurance on the Property f�om such
<br /> companies as are acceptable to Lender in fts sole discretion. The insurance polldes shall require the fnsurance company to provide Lender with at least
<br /> 30 days'written notice before such policies are altered or cancelled in any manner. The insurance poliaes shall name Lender as a loss
<br /> paye�an prov that no act or omission of Grantor or any otherperson shall affect the right of Lender to be paid the insurance proceeds pertaining to the
<br /> loss or damage of the Property. In the event Grarrtor fails to aoquire or mairttain fnsurance,Lender(after providing notice as may be required by law)may
<br /> in its discretion procureappropriate insurance coverage upon the Property and the insurance cost shall be an advance payable and bearing irrterest as
<br /> described in the "REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER" paragraph and seaued hereby. Grantor shall fumish Lender with
<br /> evidence of insurance indicating the required coverage. Lender may act as attomey-in-fact for Grantor in mak(ng and settling daims under insurance
<br /> policies,cancelling any policy or endorsing Grantor's name on any dra(t or negotiable instrument drawn by any insurer. All such insurance policies shall be
<br /> imnediately assigned,pledged and delNered to Lender as further security for the Obligations. In the event of loss,Grantor shall irmiedfately give Lender
<br /> wriuen notice and Lender is authorized to make proof of loss. Each insurance compan� is directed to make Payments direclly to Lender instead of to
<br /> Lender and Grarrtor. Lender shall have the right, at its sole option,to apply such monies toward the Obligations or toward the cost of rebuilding and
<br /> restoring the Properly. Any amounts may at Lender's option be applied in the inverse order of ihe due dates thereof.
<br /> 9. ZONING AND PRIVATE COVENANTS. Grarnor shall not initiate or conserrt to any change in the zoning provisions or private covenants affecting the
<br /> use of the Property without Lender's prior written consent. If Grantor's use of the Property becomes a nonconforming use under any zoning provision,
<br /> Grarnor shall not cause or pem91 such use to be discorninued or abandoned without the prior written consent of Lender. Grantor will immediately provide
<br /> Lender with written notice of any proposed changes to the zoning provisions or private covenams affecting the Property.
<br /> 10. CONDEMNATION. Grarrtor shall irrmediately provide Lender wfth written notioe of any actual or threatened condermation or eminent domain
<br /> proceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taking are hereby assigned to Lender and shall be applied
<br /> flrst to the paymeM of Lender's ariomeys'fees,legal expenses and other costs(induding appraisal fees)in�onnection with the condemnation or eminent
<br /> domaln proceedings and then,at the option of Lender,to ihe paymerrt of the ObUgations or the restoration or repair of the Property.
<br /> NEDOTB Rev.1297
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