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<br /> 11. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall irmiediately provide Lender with written notice of any actual or
<br /> threatened act(on,suR,or other proceeding affecting the Property. Grarnor hereby appoints Lender as its attomey-in-fact to corrmence,irrtervene in,and
<br /> defend such actions,suiis,or other legal proceedings and to compromise or settle any daim or corrtroversy pertaining thereto. Lender shall not be liable to
<br /> Grantor for any action,error,mistake,omission or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Nothing
<br /> contained herein will preveM Lender from taldng the actions described in this paragraph in its own name.
<br /> 12 INDEMNIFICATION. Lender shall not assume or be responsible for the performdnce of any of Grantor's obligations with respect to the Property under
<br /> any arcumstances. Grantor shall imrnediately provide Lender with written notice of and indermify and hold Lender and its shareholders,directors,officers,
<br /> employees and agents hamiless from all daims, damages, liabilities(induding 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 invoNing 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 /> 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 indermity Lender under this paragraph shall survive the termination,release or foredosure of this Deed of Trust.
<br /> 13. TAXES AND ASSESSMENTS. Grantor shall pay all taxes and assessmants relating to Property when due and irmiediaiely provide Lender evidence
<br /> of paymerrt of same. Upon the request of Lender,Grantor shall deposit with Lender each rn�nth 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 arnounts shall be applied to the payment of taxes,
<br /> assessmerrts and insurance as required on the Property. In the evern of defauft,Lender shall have the rigM,at its sole option,to apply the funds so held to
<br /> pay any taxes or agalnst the Obligations. My funds applied may,at Lender's option,be applied in reverse order of the due date ihereof.
<br /> 14. INSPECTION OF PROPERTY,BOOKS,RECORDS AND REPORTS. Grantor shall allow Lender or its agents to examine and inspect the Property
<br /> and examine,inspect and make copes of Grantor's books and records pertaining to the Property from time to time. Grantor shall provide any assistance
<br /> required by Lender for these purposes. All of the signatures and informatlon comained in Grantor's books and records shall be genuine,true,accurate and
<br /> complete in all respects. Grarnor shall note the existence of Lender's benefiaal irrterest in hs books and records pertaining to the Property. Additionally,
<br /> Grarnor shall report,in a form satlsfactory 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 rendered with such frequency as Lender may designate. All
<br /> information fumished by Gramor to Lender shall be true,accurate and complete in all respects,and signed by Grantor if Lender requests.
<br /> 15. ESTOPPEL CERTIFICATES. Within ten(10)days after any request by Lender,Grarrtor shall deliver to Lender,or any intended transferee of Lender's
<br /> rights with respect to the Obligations,a signed and adviowledged statement specitying(a)the outstanding balance on the Obligations;and(b)whether
<br /> Grantor possesses any daims,defenses,set-offs or couMerdaims with respect to the Obligations and,if so,the nature of such daims,defenses,set-offs or
<br /> counterdaims. Grarrtor will be condusively bound by any represeMation that Lender may make to the intended transferee with respect to these matters in
<br /> the evern that Grantor fails to provide the requested statemerrt in a timely manner.
<br /> 16. DEFAULT. Grarrtor shall be in defauh under this Deed of Trust and the Trustee's power shall become operative in the everrt that Grantor,Borrower or
<br /> any guarantor of the Obligations:
<br /> (a) fails to pay any Obligation to Lender when due;
<br /> (b) fatls to perfortn any Obligation or breaches any warranty or covenarrt to Lender contained 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 condermation;
<br /> (d) seeks to revoke,terminate or otherwise limit its liabflity under any guaranty to Lender;
<br /> (e) dies,becomes legally incompeterrt, is dissolved or terminated,becomes insoNent, makes an assignment for the benefit of creditors,fails to pay
<br /> debts as they become due,files a petition under the federal beniwptcy laws,has an involurrtary petition in bankruptcy flled in which Grarrtor,BoROwer
<br /> or any guarantor is named,or has property 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 Grarrtor 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 falth,for any reason,believes
<br /> that the prospect of paymerrt or perfomiance 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 withoul notice or demand(except as required by Iaw):
<br /> (a) to declare the Obligations irm�ediately due and payable in full;
<br /> (b) to collect the outstanding Obligations with or without resorting to judiaal process;
<br /> (c) to require Grarnor to deliver and make available to Lender any personal property or Chattels constituting the Property at a place reasonably
<br /> cornenieM to Grarnor and Lender;
<br /> (d) to errter upon and take possession of the Properry without applying for or obtaining the appointment of a receiver and, at Lender's option, to
<br /> appoirrt a receiver without bond, without first bringing suit on the Obligations and without othervvise meeting any statutory conditions regarding
<br /> receivers,it being intended that Lender shall have this comraclual right to appoirrt a receiver;
<br /> (e) to employ a managing ageM 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 account of
<br /> the Obligations;
<br /> (� to pay any sums in any form or manner deemed expedient by Lender to proiect the security of this Deed of Trust or to cure any defauft other than
<br /> paymerrt of irnerest or prindpal on the Obligations;
<br /> (g) to foredose this Deed of Trust judiaally 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 axoordance with applicable law;
<br /> (h) to set-off Grarrtor's Obligations against any amour»s owed Grarrtor by Lender including, but not limited to, monies, instruments, and deposit
<br /> accourns mairrtained with Lender or any currerrtly existing or future affiliate of Lender;and
<br /> (i)to exerase all other rights avallable to Lender under any other written agreemerrt or applicable law.
<br /> Lender's rights are cumulative and may be exerdsed together, separately, and in any order. In the event that Lender institutes an action seeking the
<br /> reoovery of any of the Property by way of a prejudgmern remedy in an action against Grantor, 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 e�cpenses of exerasing the power of sale and of the sale,induding the payment of the Trustee's fees actually incurred and not to
<br /> exoeed the amourrt which may be provided for in this Deed of Trust,second,to paymerrt of the Obligations secured hereby,third,to the payment of junior
<br /> tn�st deeds,mortgages,or other Ilenholders,and the balance,if any,to the person or persons legally entitled thereio. 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 disaetion may elect,and one or mcre exerases of the power herein granted
<br /> shall not extinguish or exhaust the power unless the errtire property is sold or the obligations are paid in full.
<br /> 18. TRUSTEE'S EXERCISE OF POWER OF SALE ON DEFAULT: If Lender elecis to sell Grantor's imerest in the Property by exercise of the power of
<br /> sale herein contained,Lender shall notify Trustee in the menner 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 without demand on Grantor,
<br /> afler such time as may then be required by Iaw and after recordation of such notice of default and after notice of sale having been given as required by law,
<br /> sell the Property at the time and place of sale 8xed by it in such notice of sale,etther as whole or in separate lots or parcels or items as Lender shall deem
<br /> expediern,and in such order as it may determine,at public auction 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 required by law. Trustee shall deliver to such purchaser or purchasers thereof hs good and suffiaem deed or deeds
<br /> conveying the property 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,including,without limitation,Grantor,Trustee or Lender,may purchase at such sale. Trustee may
<br /> in the manner provided by law posipone sale of all o�any portion of the Property.
<br /> 19. REQUEST FOR NOTICES: GraMor requests that a copy of any notice of defauN and a copy of any notice of sale hereunder be mailed to each person
<br /> who is a party 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 Ra.12/97 Peoe 3 d 6 �
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