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<br />(c) All applicable laws and regulations, including, 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
<br />municipal authority with jurisdiction over the Property, presently are and shall be observed and complied with in all material respects, and all rights,
<br />licenses, permits, and certificates of occupancy (including but not limited to zoning variances, special exceptions for nonconforming uses, and
<br />final inspection approvals), whether temporary or permanent, which are material to the use and occupancy of the Property, presently are and
<br />shall be obtained, preserved and, where necessary, renewed;
<br />(d) Grantor has the right and is duly authorized to execute and perform its Obligations under this Dead of Trust and these actions do not and shall
<br />not conflict with the provisions of any statute, regulation, ordinance, rule of law, contract or other agreement which may be binding on Grantor at
<br />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, contract or other agreement (including, but not
<br />limited to, those governing Hazardous Materials) which might materially affect the Property or Lender's rights or interest in the Property pursuant to
<br />this Deed of 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
<br />forth on Schedule B attached to this Deed of Trust, which Grantor agrees to pay and perform in a timely manner. If there are any prior deeds of trust
<br />then Grantor agrees to pay all amounts owed, and perform all obligations required, under such deeds of trust and the indebtedness secured thereby
<br />and further agrees that a default under any prior deed of trust shall be a default under this Dead of Trust and shall entitle Lender to all rights and
<br />remedies contained herein or in the Obligations to which Lender would be entitled 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
<br />beneficial interest in Borrower or Grantor (if Borrower or Grantor is not a natural person or persons but is a corporation, limited liability company,
<br />partnership, trust, or other legal entity), Lender may, at its option declare the outstanding principal balance of the Obligations plus accrued interest
<br />thereon immediately due and payable. At Lender's request, Grantor or Borrower, as the case may be, shall furnish a complete statement setting forth
<br />all of its stockholders, members, or 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 hereafter acquired in all existing and future leases of the Property (including
<br />extensions, renewals and subleases), all agreements for use and occupancy of the Property (all such leases and agreements whether written or
<br />oral, are hereafter referred to as the "Leases "), and all guaranties of lessees' performance under the Leases, together with the immediate and
<br />continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other income of any nature now or hereafter
<br />due (including any income of any nature coming due during any redemption period) under the Leases or from or arising out of the Property including
<br />minimum rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency
<br />rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from
<br />untenantability caused by destruction or damage to the Property, all proceeds payable as a result of a lessee's exercise of an option to purchase the
<br />Property, all proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insolvency proceeding, and all proceeds from
<br />any rights and claims of any kind which Grantor may have against any lessee under the Leases or any occupants of the Property (all of the above
<br />are hereafter collectively referred to as the "Rents "). This assignment is subject to the right, power and authority given to the Lender to collect and
<br />apply the Rents. This assignment is recorded in accordance with applicable state law; the lion created by this assignment is intended to be specific,
<br />perfected, 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 />there is no default under the Obligations or this Deed of Trust, Lender grants Grantor a revocable license to collect all Rents from the Leases when
<br />due 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 />account maintained by Grantor or Lender at Lender's institution. Upon default in the payment of, or in the performance of, any of the Obligations,
<br />Lender may at its option take possession of the Property and have, hold, manage, lease and operate the Property on terms and for a period of time
<br />that Lender deems proper. Lender may proceed to collect and receive all Rents from the property, and Lender shall have full power to make
<br />alterations, renovations, repairs or replacements to the Property as Lender may deem proper. Lender may apply all Rents in Lender's sole discretion
<br />to payment of the Obligations or to the payment of the cost of such alterations, renovations, repairs and replacements and any expenses incident to
<br />taking and retaining possession of the Property periodically and the management and operation of the Property. Lender may keep the Property
<br />properly insured and may discharge any taxes, charges, claims, assessments and other liens which may accrue. The expense and cost of these
<br />actions may be paid from the Rents received, and any unpaid amounts shall be added to the principal of the Obligations. These amounts, together
<br />with 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 commit or permit any waste to be committed with respect to the Property. Grantor shall use the Property solely in compliance with
<br />applicable law and insurance policies. Grantor shall not make any alterations, additions or improvements to the Property without Lender's prior
<br />written consent. Without limiting the foregoing, all alterations, additions and improvements made to the Property shall be subject to the beneficial
<br />interest belonging 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
<br />any portion thereof from any cause whatsoever. In the event of any Loss or Damage, Grantor shall, at the option of Lender, repair the affected
<br />Property 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 />8. INSURANCE. The Property will be kept insured for its full insurable value (replacement cost) against all hazards including loss or damage caused
<br />by flood, earthquake, tornado and fire, theft or other casualty to the extent required by Lender. Grantor may obtain insurance on the Property from
<br />such companies as are acceptable to Lender in its sole discretion. The insurance policies shall require the insurance company to provide Lender
<br />with at least
<br />30 days' written notice before such policies are altered or cancelled in any manner. The insurance policies shall name Lender as a loss payee
<br />and provide that no act or omission of Grantor or any other person shall affect the right of Lender to be paid the insurance proceeds pertaining to the
<br />loss or damage of the Property. In the event Grantor fails to acquire or maintain insurance, Lender (after providing notice as may be required by law)
<br />may in its discretion procure appropriate insurance coverage upon the Property and the insurance cost shall be an advance payable and bearing
<br />interest as described in the "REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER" paragraph and secured hereby. Grantor shall furnish Lender
<br />with evidence of insurance indicating the required coverage. Lender may act as attorney -in -fact for Grantor in making and settling claims under
<br />insurance policies, canceling any policy or endorsing Grantor's name on any draft or negotiable instrument drawn by any insurer. All such insurance
<br />policies shall be immediately assigned, pledged and delivered to Lender as further security for the Obligations. In the event of loss, Grantor shall
<br />immediately give Lender written notice and Lender is authorized to make proof of loss. Each insurance company is directed to make payments
<br />directly to Lender instead of to Lender and Grantor. Lender shall have the right, at its sole option, to apply such monies toward the Obligations or
<br />toward the cost of rebuilding and restoring the Property. Any amounts may at Lender's option be applied in the inverse order of the due dates
<br />thereof.
<br />9. ZONING AND PRIVATE COVENANTS. Grantor shall not initiate or consent to any change in the zoning provisions or private covenants affecting
<br />the use of the Property without Lender's prior written consent. If Grantor's use of the Property becomes a nonconforming use under any zoning
<br />provision, Grantor shall not cause or permit such use to be discontinued or abandoned without the prior written consent of Lender. Grantor will
<br />immediately provide 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 threatened condemnation or eminent domain
<br />proceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taking are hereby assigned to Lender and shall be
<br />applied first to the payment of Lender's attorneys' fees, legal expenses and other costs (including appraisal fees) in connection with the
<br />condemnation 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 />Property.
<br />NEDOTB REV. 12197 Page 2 of 7
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