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<br /> (d) Grantor has the right and is duly authorized to execute and perform its Obligations under this Deed of Trust and these aotions do not"s�d ;
<br /> shail not conflict with the provisions of any statute, regulation, ordinance, rule of law, contract or other egreement which may be binding on
<br /> 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 /> (f) Grantor has not violated and shall not violate any statute, regulation, ordinance,rule of law,�ntract or other agreement (including, but not
<br /> limited to,those goveming Hazardous Materials)which might materially affect the Property or Lender's rights or interest in the Property pursuant �
<br /> to this Deed of Trust.
<br /> '�. PRIOR DEEDS OF TRUST. Grantor represents and warrants that there are no pri0r deeds of trust affecting any part of the Property except as set
<br /> ;f�rth o�Schedule B attached to this Deed of Trust,which Grantor agress to pay and perform in a timely manner. If there are any prior deeds of trust
<br /> t�en Grarrtor agrees to pay all amounts owed,and perfotm all obligations required,under such deeds of trust and the indebtedness secured thereby �
<br /> �.nd further agrees that a default under any prior deed of trust shall be a default under this Deed of Trust and shall entitle Lender to all rights and �
<br /> remedfes contained herein or in the Obligations to which Lender would be entitled in the event of any other defauit,
<br /> �t. TRANSFERS OF THE PROPERTY OR BENEFiCIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale,conveyance, lease,
<br /> c�ntract 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 &
<br /> tieneficial interest in Borrower or Grantor (if Borrower or Grantor is not a natural person or persons but is a corporation, limited liability company,
<br /> ��artnership,trust,or other legal entity), Lender may,at its option,declare the outstanding principal balance of the Obligations plus accrued interest �
<br /> lhereon immediately due and payable. At Lender's request,Grantor or Borrower,as the case may be,shail furnish a complete statement setting forth
<br /> <�II of its stockholders,members,or partners,as appropriate,and the extent of their respective ownership interests.
<br /> Ef. ASSIGNMENT Q��iE1�1T$. �ConsidAratfon of the Obiigations which are secured by this Deed of Trust, Grantor absolutely as:igns to Lender all
<br /> tirantor's estate, right,title,inte�est,claim and demand now owned or hereafter acquired in all existing and future leases of the Property(including
<br /> f+xtensions, renewals and subleases),all agreements for use and oxupancy of the Property(all such leases and agreements whether written or oral,
<br /> <tre hereafter referred to as the"Leases"),and all�uarantias of lessees'performance under the Leases,together with the immediate and continutng
<br /> - �ight to collsct and reoeivs sIi of the ronta,income,rocsipts,rwsnuss,is�u�s,proflts and othsr incoms of any naturo now or hsreaftsr due(including
<br /> tury income of any naturo coming due during any rodsmption ps�loch undsr ih�Lsases or from or arising out of the Propsrty, Including minlmum
<br /> rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency rents,
<br /> i quidated damages following default in any Lease, ali proceeds payable under any policy of insurance covering loss of rents resulting from
<br /> iintenantabiiity caused by destruction or damage to the Property,all proceeds payable as a result of a lessee's exercise of an opticn to purchase the
<br /> f�roperty,all proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insolvency proceeding,and all proceeds from
<br /> �:ny rights and claims of any kind which Grantor may have against any lessee under the Leases or any oxupants of the Property(all of the above are
<br /> t�ereafter collectively referred to as the"Rents"). This assignment is subject to the right,power and authority given to the Lender to collect and apply
<br /> t�e Rents. This assignment is recorded in accordance with applicable state law; the lien created by this assignment is intend�d to be specific,
<br /> F�erfected, and choate upon the recording of this Deed of Trust, all as provided by applicable state law as amended from time to time. As long as
<br /> t�ere is no default under the Obligations or this Deed of Trust, Lender grants Grantor a revocable license to collect ail Rents from the Leases when
<br /> clue and to use such proceeds in Grantor's business operations. However, Lender may at any time require Grantor to deposit all Rents into an
<br /> :.ccount maintained by Grantor or Lender at Lender's institution. Upon default in the payment of,or in the pertormance of,any of the Obligations,
<br /> l.ender may at its option take possession of the Property and have,hold, manage, lease and operate the Property on terms and fcr a period of time
<br /> t�at Lender deems proper. Lender may proceed to collect and receive all Rents from the property, and Lender shall have full power to make
<br /> <.Iterations,renovations,repairs or replacements to the Property as Lender may deem proper. �ender may apply all Rents in Lender's sole discretion
<br /> t�payment of the Obligations or to the payment of the cost of such alterations,renovations,repairs and replacements and any expenses incident to
<br /> 13king and retaining possession of the Property periodically and the management and operation of the Property. Lender may Iceep the Property
<br /> ��roperly insured and may discharge any taxes, charges, claims, assessments and other liens which may accrue. The expense and cost of these
<br /> <.ctions may be paid from the Rents received,and any unpaid amounts shall be added to the principal of the Obligations. These amounts,together
<br /> �iith other costs,shall become part of the Obligations secured by this Deed of Trust.
<br /> ��. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permit the termination or the
<br /> ��ithholding of any payment in connection with any Lease pertai�ing to the Property. In addition,Grantor,without Lender's prior writ�ten consent,shall
<br /> r�ot: (a) collect any monies payable under any Lease more than one month in advance; (b) modify any Lease; (c) assign or allaw a Iten, security
<br /> i iterest or other encumbrance to be placed upon Grantor's rights,title and interest in and to any Lease or the amounts payable thereunder; or (d)
<br /> t�rminate or cancel any Lease except for the nonpayment of any sum or other material breach by the other party thereto. If Grantor receives at any
<br /> t me any written communication asserting a detault by Grantor under a Lease or purporting to terminate or cancel any Lease,Grantor shall promptly
<br /> f�rward a copy of such communication (and any subsequent communications relating thereto)to Lender. All such Leases and ths amounts due to
<br /> (iranMr thereunder are hereby assigned to Lendar as additional security for the Obligations.
<br /> ;'. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shall be entitled to notify or require Grantor to notify any third party(including,
<br /> t�ut not limited to, lessees, licensees, governmental suthorities and insurance companies)to pay Lender any indebtedness or obiigation owing to
<br /> cirantor with respect to the Property (cumulatively"Indebtedness")whether or not a defauit exists under this Deed of Trust. Grantor shall diligently
<br /> c:ollect the Indebtedness owing to Grantor from these third parties until the giving of such notification. In the event that Grantor possesses or receives
<br /> F�ossession of any instruments or other remittances with respect to the Indebtedness following the giving of such notific$fl�[LQ1,if ihe.itisttuments or
<br /> c�ther remittances constitute the prepayment of arty Indebt+6dnesa or tha paymerrt of any insuranoe orcondemnatfon procbe`fls,'�3rarH�shall hold �
<br /> :•uch instruments and other remittances in trust for Lendsr apart from its othar property,endorse the instruments and other remN3ances to Lender, G ,
<br /> :�nd immediatety provide Lender with possessfon of the instruments and other remittances, Lender shall be entitled,but not required,to collect(by
<br /> I�gal proceedings or otherwise},extend the time for payment, compromise,exchange or release any obligor or collateral, or otherwise settle any of
<br /> the Indebtedness whether or not an Event of Default exfsts under this Deed of Trust. Lender shall not be liable to Grantor for any action, error,
<br /> rnistake,omission or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Notwithstanding the foregoing,
<br /> r�othing herein shall cause Lender to be deemed a mortgagee-in-possession.
<br /> il. USE AND MAINTENANCE OF PROPERTY. Grantor shall take all actions and make any repairs needed to maintain the Property in good
<br /> cnndition. Grantor shall not commit or permit any waste to be committed with respect to the Property. Grantor shall use the Property solely in
<br /> c�mpliance with applicable law and insurance policies. Grantor shall not make any alterations,additions or improvements to the Property without
<br /> !.er.drr's �rior written consent. Without limiting the foregoing,all alterations, additions and improvements made to the Property shall be subject to �
<br /> tne beneficial interest belonging to Lender,shall not be removed without Lender's prior written consent,and shall be made at Grantar's sole expense. �
<br /> !i. LOSS OR DAMAGE. Grantor shall bear the entire risk of any loss,theft,destruction or damage(cumulativeiy"Loss or Damage")to the Property or
<br /> �.ny portion thereof from any cause whatsoever. In the event of any Loss or Damage, Grantor shall, at the option of Lender, n�pair the affected
<br /> I'roperty to its previous condition or pay or cause to be paid to Lender the decrease in the fair market value of the affected Property.
<br /> 0. INSURANCE. The Property will be kept insured for its full insurable value (replacement cost) against all hazards includinc3 loss or damage
<br /> c aused by flood,earthquake,tornado and fire,theft or other casualty to the extent required by Lender. Grantor may obtain insuranc;e on the Property
<br /> irom such companies as�be acceptable to Lender in its sole discretion. The insurance policies shall require the insurance cornpany to provide
<br /> I.ender with at least days'written notice before such policies are altered or cancelled in any manner. The insurance policies shail
<br /> riame Lender as a ioss payee and provide that no act or omission of Grantor or any other person shall affect the right of Lender to be paid the �
<br /> iisurance proceeds pertaining to the loss or damage of the Property. In the event Grantor fails to acquire or maintain insurance, Lender (after 1
<br /> ��roviding notice as may be required by law)may in its discretion procure appropriate insurance coverage upon the Property and the insurance cost �
<br /> :.hall be an advance payable and bearing interest as described in Paragraph 23 and secured hereby. Grantor shall furnish Lender with evidence of
<br /> iisurance indicating the required coverage. Lender may act as attorney-in-fact for Grantor in making and settling claims under insurance policies,
<br /> c:ancelling any policy or endorsing Grantor's name on any draft or negotiable instrument drawn by any insurer. All such insuranc�� policies shall be
<br /> i�mediately assigned,pledged and deiivered to Lender as further security for the Obligations. In the event of loss, Grantor shall immediately give
<br /> I.ender written notice and Lender is authorized to make proof of loss. Each insurance company is directed to make payments directly to Lender
<br /> i istead of to Lender and Grantor. Lender shall have the right,at its sole option,to apply such monies toward the Obiigations or 1:oward the cost of
<br /> �ebuilding and restoring the Property. Any amounts may at Lender's option be applied in the inverse order of the due dates thereof.
<br /> �1. ZONING AND PRIVATE COVENANTS. Grantor shall not initiate or consent to any change in the zoning provisions or private a�venants affecting �
<br /> t�e use of the Property without LendePa prior written consent. If Grantor's use of the Prope is or becomes�,nonoonformin8 unp undsr any zoning
<br /> ��rovision, Grantor ahall not oauss or permft such use to be discontinusd or absndonsd�t ttu pri�`"vi�r�4tsn conser�f of Lsndsr. Qrantor will
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<br /> i rmediately provide Lender with written notice of any prbposed changes to the zoning provisions or private covenants affecting the Property.
<br /> �2. CONDEMNATION. Grantor shall immediately provide Lender with written notice of any actual or threatened condemnation o�eminent domain
<br /> E�roceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taking are hereby assigned to Lender and shall be
<br /> <:pplied first to the payment of Lender's attorneys' fees, legal expenses and other costs (including appraisal fees) in connection with the
<br /> c�ndemnation or eminent domain proceedings and then,at the option of Lender,to the payment of the Obligations or the restoration or repair of the
<br /> !�roperty.
<br /> 3. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall immediately provide Lender with written notice of any actual
<br /> s�r threatened action,suit,or other proceeding affecting the Property. Grantor hereby appoints Lender as its attorney-in-fact to corc�mence,intervene
<br /> i�,and defend such actions,suits,or other legal proceedings and to compromise or settle any claim or controversy pertaining the��eto. Lender shall
<br /> �iot be liable to Grantor for any action, error, mistake, omission or delay pertaining to the actions described in this paragraph or any damages
<br /> +esulting therefrom. Nothing contained herein will prevent Lender from taking the actions described in this paragraph in its own name.
<br /> �4. INDEMNIFICATION. Lender shall not assume or be responsible for the performance of any of Grantor's obligations with respe�ct to the Property
<br /> �inder any circumstances. Grantor shall immediately provide Lender with written notice of and indemnify and hold Lender and its shareholders,
<br /> clirectors, officers, emptoyees and agents harmless from all claims, damages, liabilities (including attorneys'fees and legal expenses), causea of
<br /> <�ction, actions, suits and other legal proceedings (cumulatively "Claims") pertaining to the Property (including, but not Iimited to,thoae involving
<br /> liazardoua Materiels). Grantor,upon the request of Lendar,shall hire legal counsel to defend Lender from such Gaims,and pay the atbom�ya.'t�sa,
<br /> '�pal exp�r►a�s and other coata incurred in connectfon therewith. In the alternative,Lender shall be entitled to employ(ts own Is�al counN!to defend
<br /> ::uch qaims at Orantor's coat. Grantor's obligation to indemnify Lender under this paragraph shali survive the tsrmintWon,rel�e or fonolosuro of
<br /> this Deed of Trust.
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