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99 109691
<br /> (c) �ill applicable laws and regulations, induding,without 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, presently are and shall be observed and complied with in all material respects, and all righis, licenses,
<br /> pemtts, and certificates of oxupancy(induding but not limited to zoning variances, special exceptions for nonconforming uses,and final inspection
<br /> approvals), whether temporary or permanent, 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) Grarnor 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 agreement which may be binding on Grantor at any time;
<br /> (e) No action or proceeding is or shall be pending or ihreatened which might materially affect the Property;and
<br /> (fl Grantor has not violated and shall not violate any statute,regulation,ordinance,rule of law,contract or other agreement(induding,but not limiied to,
<br /> those goveming Hazardous Materials)which might materially affect the Property or Lender's rights or interest in the Property 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 forth
<br /> on Schedule B attached to this Deed of Trust,which GraMor agrees to pay and perform in a timely manner. If there are any prior deeds of trust then
<br /> Grantor agrees to pay all arraunts owed,and perform all obligations required,under such deeds of trust and the indebtedness secured thereby and further
<br /> agrees that a defautt under any prior deed of trust shall be a default under this Deed of Trust and shall entitle Lender to all rights and remedies contained
<br /> herein or in the Obligations to which Lender would be ernitled in the event 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 /> contract 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 Borrower or Grantor(if Borrower or Grantor is not a natural person or persons but is a corporation,lirtited liability company,partnership,trust,or
<br /> other legal entity),Lender may,at its option dedare the outstanding prinapal balance of the Obligations plus accrued interest thereon irmiediately due and
<br /> payable. At Lender's request,Grarrtor or Borrower,as the case may be,shall fumish a complete statement setting forth all of its stockholders,members,or
<br /> partners,as appropriate,and the extent of their respective ownership interests.
<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 /> Grantor's estate, right, title, interest, claim and demand now owned or hereafler acquired in all existing and future leases of the Property (induding
<br /> extensions,renewals and subleases),all agreements for use and oa:upancy of the Property(all such leases and agreements whether wririen or oral,are
<br /> hereafter referred to as the"Leases"),and all guaranties of lessees'perforrnance under the Leases,together with the irrmediate and continuing rigM to
<br /> collect and receive all of the rents,income,receipts,revenues,issues,profits and other income of any nature now or hereafter due(including any income of
<br /> any nature coming due during any redemption period)under the Leases or from or arising out of the Property including minimum rents,additional rents,
<br /> percerrtage rerrts, parking or corrmon area maintenance corrtributions, tax and insurance contributions, deflciency rents, liquidated damages following
<br /> defauft in any Lease, all proceeds payable under any policy of insurance covering loss of rerns resufting from untenantabilfty caused by destniction or
<br /> damage to the Property, all proceeds payable as a result of a lessee's exercise of an option to purchase the Property, all proceeds derived from the
<br /> termination or rejection of any Lease in a banlwpicy or other insolvency proceeding,and all proceeds from any rigMs and claims 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 hereafler collectively referred to as the"Rents"). This
<br /> assignmerrt is subject to the right,power and suthority given to the Lender to collect and apply the Rents. This assignment is recorded in accordance with
<br /> applicable state law;the lien created by this assignment 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 defauh under the Obligations or this Deed of Trust, Lender grams
<br /> Grantor a revocable license to collect all Rents from the Leases when due and to use such proceeds in Grantor's business operations. However,Lender
<br /> may at any time require Grantor to deposit all ReMs inlo an account mairrtained by Grantor or Lender at Lender's institution. Upon default in the payment
<br /> of,or in the perfomiance of,any of the Obligations,Lender may at hs option take possession of the Property and have,hold,manage,lease and operate the
<br /> Property on temis and for a period of time that Lender deems proper. Lender may proceed to collect and receive all Rents from the property,and Lender
<br /> shall have full power to make alterations,renovations,repairs or replacements 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 afterations, 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,daims,assessments and other liens which may accrue. The expense and cost of these
<br /> actions may be paid from the Rents reoeived,and any unpaid am�unts shall be added to the principal 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. Grantor shall take all actions and make any repairs needed to maintain the Property in good condition.
<br /> Grantor shall not cormxt or pemtt any waste to be corrmtted with respect to the Property. Grantor shall use the Property solely in compliance wNh
<br /> applicable law and insurance poliaes. Grantor shall not make any alterations, additions or improvements to the Property without Lender's prior written
<br /> consent. Wtthout Iimiting the foregoing,all alterations,additions and improvemerns made to the Property shall be subject to the bene8cial irrterest 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. Grantor shall bear the entire 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 event 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 market value of the affecled Property.
<br /> 8. INSURANCE. The Property will be kept insured for its full insurable value(replacement cost)against all hazards including loss or damage caused by
<br /> flood, earthquake,tomado and fire, theft or other casualty to the extent required by Lender. Grantor may obtain insurance on the Property from such
<br /> companies as are acceptable to Lender in its sole discretion. The insurance policies shall require the insurance company to provide Lender with at least
<br /> 30 days'written notice before such poliaes are altered or cancelled in any manner. The insurance policies shall name Lender as a loss
<br /> payee an prow that no act 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 Grarrtor fails to acquire or maintain insurance,Lender(after providing notice as may be required by law)may
<br /> in its discxetion procure appropriate insurance coverage upon the Property 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 making and settling claims under insurance
<br /> policfes,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 /> imnediately assigned,pledged and delivered 10 Lender as further security for the Obligations. In the event of loss,Grantor shall imrnediately give Lender
<br /> written notice and Lender is authorized to make proof of loss. Each insurance companY is directed to make payments directly to Lender instead of to
<br /> Lender and Grantor. 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 PropeAy. Any amounts may at Lender's option be applied in the inverse order of the due dates thereof.
<br /> 9. ZONING AND PRIVATE COVENANTS. Grantor shall not initiate or consern to any change in the zoning provisions or private covenants affecting the
<br /> use of the Property without Lender's prior written conseM. If Grantor's use of the Property becomes a nonconforming use under any zoning provision,
<br /> Grarrtor shall not cause or pemit such use to be discorrtinued 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. Grantor shall irmiediately provide Lender with written notice of any actual or threatened condemnation or eminent domain
<br /> proceeding pertaining to the Property. All monies payable to Grarrtor from such condermation or taking 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 eminent
<br /> domain proceedings and then,at the option of Lender,to the paymeM of the Obligations or the restoration or repair of the Property.
<br /> NEDOTB Rev.12/97
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