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11. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACT10N3. Grantor shall irtrnediately provide Lender with written notice of any actual or
<br /> threatened action,suit,or other proceeding affecting the Properry. Grantor hereby appoints Lender as its attomey-in-fact to cormience,intervene in,and
<br /> defend such actions,suhs,or other legal proceedings and to compromise or settle any daim or coMroversy pertaining thereto. Lender shall not be liable to
<br /> Grantor for any action,eROr,mistake,omission or delay pertaining to the actions described in this paragraph or any damages resuhing therefrom. Nothing
<br /> corrtained herein will prevent Lender from taking the actions described in this paragraph in hs own name. �
<br /> 12 INDEMNIFICATION. Lender shall not assume or be responsible for the perfomiance of any of Grantor's obligations with respect to the Property under �
<br /> any arcumstances. Grantor shall irmiediately provide Lender with written notice of and indermify and hold Lender and its shareholders,directors,officers,
<br /> employees and agents harmless from all daims, damages, liabilities (including attomeys' fees and legal expenses), causes of action, actions, suits and �
<br /> other legal proceedings(cumulatively"Claims")pertaining to the Property(induding,but not limited to,those fnvolving Hazardous Materials). Grantor,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 /> conneclion therewiih. In the altemative, Lender shall be entitled to employ its own legal counsel to defend such Claims at Grantor's cost. Grantor's CG
<br /> obligation to indermify Lender under this paragraph shall survive the termination,release or foreclosure of this Deed of Trust. �
<br /> 13. TAXES AND ASSESSMENTS. Grantor shall pay all taxes and assessments relating to Property when due and imrnedisiely provide Lender evidence �
<br /> of payment of same. Upon the request of Lender,Grantor shall deposit with Lender each morrth one-twelfth (1/12) of the estimated annual insurance '�
<br /> premium, taxes and assessments pertaining to the Property. So long as there is no defauft, these amounts shall be applied to the payment of taxes,
<br /> assessments and insurance as required on the Property. In the event of defauft,Lender shall have the right,at its sole option,to apply the funds so held to
<br /> pay any taxes or against the Obligations. My funds applied may,at Lender's option,be applied in reverse order of the due date thereof.
<br /> 14. INSPECTION OF PROPERTY,BOOKS, RECORDS AND REPORTS. Grantor shall allow Lender or hs agents to examine and inspect the Property
<br /> and exaMne,inspect and make copies of Grantor's books and records pertaining to the Property from tlme to time. Gramor shall provide any assistance
<br /> required by Lender for these purposes. All of the signatures and information corrtained in Grarrior's books and records shall be genuine,true,accurate and
<br /> complete in all respects. Grantor shall note the existence of Lender's benefiaal iMerest in its books and records pertaining to the Property. Additionally,
<br /> Grantor shall report,in a form satisfactory to Lender,such information as Lender may request regarding Grantor's finanaal condition or the Property. The
<br /> infortnation shall be for such periods,shall reflect Grantor's records at such time,and shall be rendered with such frequency as Lender may designate. Ail
<br /> information fumished by Grarnor to Lender shall be true,accurate and complete in all respects,and signed by Grantor if Lender requests.
<br /> 15. ESTOPPEL CERTIFICATES. Wtthin ten(10)days after any request by Lender,Grarrtor shall deliver to Lender,or any irrtended transferee of Lender's
<br /> rigMs with respect to the Obligations,a signed and adviowledged statement specifying(a)the outstanding balance on the Obligations;and(b)whether
<br /> Grantor possesses any daims,defenses,set-offs or courrterdaims with respect to the Obligations and,if so,the nature of such claims,defenses,set-offs or
<br /> courrterdaims. Grantor will be condusively bound by any representation thal Lender may make to the intended transferee with respect to these matters in
<br /> the event that Grantor fails to provide the requested siatemeM in a timely manner.
<br /> 16. DEFAULT. Grantor shall be in defauft under this Deed of Trust and the Trustee's power shall become operative in the event that Grantor,Borrower or
<br /> any guarantor of the Obligations:
<br /> (a) fails to pay any Obligation to Lender when due;
<br /> (b) fails to perform any Obligation or kxeaches any warranty or covenant to Lender corttained in this Deed of Trust or any other present or future
<br /> agreemerrt;
<br /> (c) destroys,loses or damages the Property in any material respect or subjects the Property to seizure,confiscation,or condermation;
<br /> (d) seeks to revoke,terminate or otherwise limit hs liability under any guararny to Lender;
<br /> (e) dies,becomes legally incompeterrt,is dissoNed or terminated,becomes insolverrt,makes an assignmerrt for the benefit of creditors,fails to pay
<br /> debts as they become due,files a petition under the federal banlwptcy laws,has an involuntary petition in bankruptcy filed in which Grantor,Borcower
<br /> or any guarantor is named,or has properry taken under any writ or process of court;
<br /> (� 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 Grantor or Borrower to assume or undertake any Obligation without the written consent of Lender;or
<br /> (h) causes Lender to deem itself 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 paymern or performance is impaired.
<br /> 17. RIGHTS OF LENDER ON DEFAULT. If there is a defauft under this Deed of Trust,Lender shall be eMitled to exercise one or more of the following
<br /> remedies without notice or demand(except as required by law):
<br /> (a) to dedare the Obligations immediately due and payable in full;
<br /> (b) to collect the outstanding Obligations with or without resorting to judiaal process;
<br /> (c) to require GraMor to deliver and make available to Lender any personal property or Chattels constituting the Property at a place reasonably
<br /> convenient to Grantor 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 /> appoirrt a receiver without bond, whhout first bringing suit on the Obligations and without otherwise meeting any statutory conditions regarding
<br /> receivers,ft being intended that Lender shall have this contractual rigM to appoint 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 /> re�ive the rents,incomes,issues and proflts of the Property and apply the same,after payment of all necessary charges and expenses,on account of
<br /> the Obligations;
<br /> (� to pay any sums in any form or manner deemed expedient by Lender to protect the security of this Deed of Trust or to cure any default other than
<br /> paymern of irrterest or prinapal on the Obligations;
<br /> (g) to foredose this Deed of Trust judiaally or nonjudicially and to direct the sale of the property through exercise of the power of sale as referenced in
<br /> paragraph 20 hereof in acxordance with applicable law;
<br /> (h) to set-off Grarnor's Obligations against any amounts owed Grantor by Lender induding, Lwt not limited to, monies, instrumerns, and deposit
<br /> axourrts rrmlrnained with Lender or any currerrtly existing or future affiliate of Lender;and
<br /> (i)to exerase all other rigMs available to Lender under any other written agreement or applicable law.
<br /> Lender's rights are cumulative and may be exerased together, separately, and in any order. In the eveM that Lender institutes an action seeking the
<br /> recovery of any of the Property by way of a prejudgment remedy in an action against Grarrtor, Grantor waives the posting of any bond which might
<br /> othervvise 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,including the paymerri of the Trustee's fees actually incurred and not to
<br /> exceed the amourrt which may be provided for in this Deed of Trust,second,to paymeM of the Obligations secured hereby,third,to the paymerrt of junior
<br /> trust deeds,mortgages,or other lienholders,and the balance,if any,to the person or persons legally eMitled thereto. The property or any part thereof may
<br /> be sold in one parcel,or in such parcels,manner or order as Lender in its sole discretion may elect,and one or rrbre exerases of the power herein granted
<br /> shall not extinguish or exhaust the power unless the ernire property is sold or ihe 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 exerase of the power of
<br /> sale herein contained,Lender shall notify Trustee in the manner then required by law.
<br /> Upon receipt of such notioe of Lender and ai the direction of Lender,Trustee shall cause to be recorded,published and delivered such notices of defauft
<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 without demand on Grantor,
<br /> after such time as may then be required by law and after recordatfon of such notice of defauft and after notfce 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 notice of sale,either as whole or in separate lots or parcels or hems as Lender shall deem
<br /> expedierrt,and m such order as it may determine,at public auction to the highest bidder for cash in lawful rrpney of the United States payable at the time of
<br /> sale, or as otherwise may then be required by law. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds
<br /> conveying the properry so sold, but without any covenarrt or warranty, express or implied. The reatals in such deed of any matters or facts shall be
<br /> condusive proof of the truthfulness thereof. My person,induding,without limitation,Grantor,Trustee or Lender,may purchase at such sale. Trustee may
<br /> in the manner provided by Iaw postpone sale of all or any portion of the Property.
<br /> 19. REQUEST FOR NOTICES: Grarnor requests that a copy of any notice of default and a copy of any notice of sale hereunder be mailed to each person
<br /> who is a parry 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 filed by each such person.
<br /> NEDOTC Rav.12/97 Pape 3 d 6 �
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