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99 10950�
<br /> dc) AIN applicable laws and regulations, induding, without limitation, the Americans with Disabilities Acl, 42 U.S.C. Section 12101 et seq. (and all
<br /> • regulations promulgated thereunder)and all zoning and building Iaws 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 rigMs, licenses,
<br /> permits,and certificates of occupancy(induding but not limited to zoning variances, spedal exceptions for nonconforming uses,and final inspection
<br /> approvals), whether temporary or permanerit, 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 whh the provisions of any statute,regulation,ordinance,rule of law,contract or other agreement which may be binding on Grantor at any time;
<br /> (e) No action or proceeding is or shall be pending or threatened which migM materially affect the Properry;and
<br /> (� Grarnor has not violated and shall not violate any statute,regulation,ordinance,rule of law,comract or other agreement(including,but not limited to,
<br /> lhose goveming Hazardous Materials)which migM materially affect the Property or Lender's rigMs or irnerest in the Property pursuant to this Deed of
<br /> Trust.
<br /> 3. PRIOR DEEDS OF TRUST. Grantor represerns and warrants that there are no prior deeds of trust affecting any part of the Property except as set forth
<br /> on Schedule B attached to this Deed of Trust,which Grarrtor agrees to pay and pertorm in a timely manner. If there are any prior deeds of trust then
<br /> Grarrtor agrees to pay all amounts owed,and perform all obNgations required,under such deeds of trust and the indebtedness secured thereby and further
<br /> agrees that a default under any prior deed of trust shall be a defauft under this Deed of Trust and shall entitle Lender to all rights and remedies corrtained
<br /> herein or in the Obligations to which Lender would be errtitled in the everrt of any other default.
<br /> 4. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale,conveyance,lease,
<br /> corrtract for deed or transfer to any person of all or any part of the real property described in Schedule A,or any irnerest therein,or of all or any beneficial
<br /> interest in Borrower or GraMor(if Borrower or Grantor is not a natural person or persons but is a corporation,limited liability company,partnership,trust,or
<br /> other legal errtiry) Lender may,at its optfon dedare the outstanding prinapal balance of the Obligations plus accrued interest thereon imrnediately due and
<br /> payable. At Lend'er's request,Grantor or Borrower,as the case may be,shall fumish a complete statement setting forth all of hs stockholders,members,or
<br /> partners,as appropriate,and the extent 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 all
<br /> Grarnor's estate, rigM, title, interest, daim and demand now owned or hereafter acquired in all existing and future leases of the Property (including
<br /> extensions,renewals and subleases),all agreemerrts for use and oa;upancy of the Property(all such leases and agreements whether written or oral,are
<br /> hereaiter referred to as the"Leases"),and all guaranties of lessees'perfortnance under the Leases,together with the irmiediate and corrtinuing rigM to
<br /> collect and receive all of the rents,income,receipts,revenues,issues,proftts and other income of any nature now or hereafler 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 induding minimum rents,additional rents,
<br /> percentage reMs, parking or corrmon area maiMenance contributions, tax and insurance contributions, deficiency reMs, liquidated damages following
<br /> defaufl in any Lease, all proceeds payable under any policy of insurance covering loss of reMs resufting from untenaritability caused by destruction or
<br /> damage to the Property, all proceeds payable as a resuft of a lessee's exercise of an option to purchase the Property, all proceeds derived from the
<br /> temrnation or rejection of any Lease in a banlwptcy 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 oxupants of the Property(all of the above are hereafter collectively referred to as the"Rerns"). This
<br /> assignment is subject to the rigM,power and authority given to the Lender to collect and apply the ReMs. This assignmeM is recorded in accordance with
<br /> applicable state law;the Ilen created by this assignmerrt is irrtended to be spedflc,pertected,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 defauh under the Obligations or this Deed of Trust, Lender grants
<br /> Grantor a revocable license to collect all Rerns from the Leases when due and to use such proceeds in Grarrtor's business operations. However,Lender
<br /> may at any time require Grarrtor to deposii all Rents into an aocourrt maiMained by GraMor or Lender at Lender's instftution. Upon defauh in the paymerrt
<br /> of,or in the performanoe 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 terms and for a period of time that Lender deems proper. Lender may proceed to collect and receive all Rerrts from the property,and Lender
<br /> shall have full power to make alterations,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 Obligations or to the paymerrt of the cost of such atterations, renovations, repairs and replacements and any
<br /> expenses indderrt to taking and retafning 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,daims,assessmerrts 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 amoums,together with
<br /> other costs,shall become part of the Obligations secured by this Deed of Trust.
<br /> B. USE AND MAINTENANCE OF PROPERTY. Grarrtor shall take all actions and make any repairs needed to maintain the Property in good condition.
<br /> GraMor shall not cortxrit or pemirt any waste to be committed with respect to the Property. Grarnor shall use the Property solely in compliance with
<br /> applicable law and insurance polides. Grarnor shall not make any alteratfons,addftions or improvemerris to the Property without Lender's prior written
<br /> consent. Wfthout limfting the foregoing,all alierattons,additions and irnprover.tents made to the Property shall ba sul�ject to the beneflcial Interest belonging
<br /> to Lender,shall not be removed without Lender's prior written consent,and shall be made at Grantor's sole expense.
<br /> 7. LOSS OR DAMAGE. Grarrtor shall bear the ernire risk of any loss,theft,destruction or damage(cumulatively"Loss or Damage")to the Property or any
<br /> portion ihereof from any cause whatsoever. In the eveM of any Loss or Damage,Grantor shall,at the option of Lender,repair the affected Property to its
<br /> previous condition or pay or cause to be paid to Lender the decrease in the fair marlcet value of the affected Property.
<br /> 8. INSURANCE. The Property will be kept insured for its full insurable value(replacemerrt cost)against all hazards induding loss or damage caused by
<br /> flood,earthquake,tomado and fire,theft or other casuahy to the exterrt required by Lender. GraMor may obtain insurance on the Property from such
<br /> companies as are acceptable to Lender in its sole discretion. The insurance poliaes shall require the insurance company to provide Lender with at least
<br /> 3 0 days'written notice before such poliaes are altered or cancelled in any manner. The insurance poliaes shall name Lender as a loss
<br /> payee an prov� that no aci or omission of Grantor or any other person shall affect the rigM of Lender to be paid the insurance proceeds pertaining to the
<br /> loss or damage of the Property. In the event Grantor falls to acquire or maintain insurance,Lender(afler providing notice as may be required by law)may
<br /> in its discretion procure appropriate insurance coverage upon the Properry and the insurance cost shall be an advance payable and bearing interest as
<br /> described in the "REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER" paragraph and secured hereby. Grantor shall fumish Lender with
<br /> evidence of insurance indicating the required coverage. Lender may act as attomey-in-fact for Grantor in maldng and settling daims under insurance
<br /> poliaes,cancelling any policy or endorsing Grantor's name on any draft or negotiable instrument drawn by any insurer. All such insurance policies shall be
<br /> irmiediately assigned,pledged and delivered to Lender as further securiiy for the Obligations. In the event of loss,Graritor shall irrmediately give Lender
<br /> written notice and Lender is authorized to make proof of loss. Each insurance company is directed to make Qayments directly to Lender instead of to
<br /> Lender and Grarrtor. Lender shall have the rigM, at its sole option,to apply such monies toward the Obligations or toward the cost of rebuilding and
<br /> restoring the Property. Any amourrts may at Lender's option be applied in the inverse order of the due dates thereof.
<br /> 9. ZONING AND PRIVATE COVENANTS. GraMor shall not initiate or consent 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 /> Grarrtor shall not cause or perMt such use to be discontinued or abandoned wfthout ihe prior written consent of Lender. Grantor will irmiediately provide
<br /> Lender with written notice of any proposed changes to the zoning provisions or private covenants affecting the Property.
<br /> 10. CONDEMNATION. Grantor shall immediately provide Lender with written notice of any actual or threaiened condermation or eminent domain
<br /> proceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taldng are hereby assigned to Lender and shall be applied
<br /> first to the paymerrt of Lender's attomeys'fees,legal expenses and other costs(induding appraisal fees)in connection with the condermation or eminern
<br /> domain proceedings and the�,at the option of Lender,to the paymerrt of the Obligations or the restoration or repair of the Property.
<br /> NEDOTB Rw.12197
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