|
200202187 ��((� C
<br />aft Grantor has the right and is duly authorized W execute a Aptfa�wifo'Ostuations ndar this Deed of Trust and these actions do not and
<br />Shelf not conflict with the provisions of any statute, regulation, ordinance, rule of low, contract or other agreement which may be binding on
<br />Grantor at anytime
<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 net violate any statute, regulation, ordinance, rule of law, contract or Omar agreement (including, but not
<br />limited to, these governing Hazardous Materials) which might materially affect the Property or Landar's rights or Interest in the Property pursuant
<br />to this Used 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 sal
<br />forth on Schedule B attached s this Dead of Trust, which Grantor agrees to pay and perform in a timely manner. If them are any prior deeds of trust
<br />then Grantor egress to pay all amounts owed, and perform all obligations required, under such deeds a 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 Geed of Trust and Shall entitle Lander 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 far deed or transfer to any person of all Or any part all 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 persona but is a corporation, limited liability company,
<br />partnership, bust, or Omer legal entity), Lender may, at Its option, declare the outstanding principal balance of the Obligations plus named Interest
<br />thereon immediately due and payable. At Lender's request, Grantor or Borrower, as the case may be, shell furnish a complete statement sending forth
<br />all of its stockholders, members, or partners, as appropriate, and the extent of their respective ownership interests.
<br />S. ASSIGNMENT OF RENTS. In consideration of the Obligations which are secured by this Dead of Trust, Grantor absolutely assigns to Lender alt
<br />Grantor's estate, right, title, interest, claim and demand now owned or hereafter acquired In all existing and future leases of the Property Qncludlng
<br />extensions, renewals and subleases), all agreements for use and occupancy of the Property (all such losses and agreements whether written or oral,
<br />are hereafter referred to as the "Leases'(, and all guaranties of lasses-' performance under the Leases, together with the Immediate and continuing
<br />right far collect and receive all of the rents, income, receipts, revenues, issues, profile and other income of any nature now or hereafter due (Including
<br />any income of any nature coming due during any redemption period) under the Leases or from or arising out of the Property, including minimum
<br />rents, additional axis, percentage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency rents,
<br />liquidated damages following default In any Leese, ell proceeds payable under any policy Of insurance covering loss of rents resulting from
<br />maintainability caused by destruction or damage to the Property, all proceetla payable as a result of a lees"'- exercise of an option to purchase the
<br />Property, all Proceed. derived from the termination or rejection of any Lowe 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 abovs are
<br />hereafter collectively referred to as the "Rants'). This assignment is subject ro me right, power and authority given to the Lender to collect and apply
<br />the Pens. This assignment is recorded In accordance with applicable state law; me lien created by this assignment Is intended to be Specific,
<br />rfec
<br />peted, and chess upon the recording of this Deed of Trust, all as provided by applicable state law in amended from time to trine. M long in
<br />there Is no default under the Obligations or this Dead Of Trust, Lender grans Grantor a revocable license to collect all Fors from the Leases when
<br />due and to use such proceeds in Grantor's business operations. However, Lander may at any time require Grantor te deposit all Rents into an
<br />account maintained by Grantor or Lender at Under 'a institaion. Upon default in the payment of, or in the performance of, any of the Obligations,
<br />Lender may at is option take possession of the Property end have, hold, manage, lease and operate the Property on forms and sr a period of time
<br />that Lander deems proper. Lender may proceed to der lect and receive all Rents from the property, and Lander 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 Undei s sole discretion
<br />m payment a the Obligations or to the payment of the con of such alterations, renovations, repairs and replacements and any expenses Sold III 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, ."."media and other liens which may Scores. The expense and coat of them
<br />actions may be paid from the Rants received, and any unpaid amounts shall be added to the principal Of the Obligations. These amounts, together
<br />with other costs, shall became part of the Obligations secured by this Ned of Trust.
<br />B. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail ro take any action which may cause or permit the termination or the
<br />withholding of any payment In connection with any Lease pertaining to the Property. In addition, modify any an dew's prior or allow acemenecuriry
<br />not: (a) collect any monies payable under any Lease more than one month in advance; (b) Y O 9
<br />Interest or other encumbrance to be placed upon Grantor's rights, title and interest in and to any Lease Or the amounts payable thereunder; or (tl)
<br />terminate or cance l any Lean except for the nonpayment of any sum or other material breach by the other parry thef.W N Grantor receives at any
<br />time any written communication asserting a default by Grantor under a Lease or purporting to terminate or cancel any Lowe. Grantor shall promptly
<br />forward a copy of such communication (and any subsequent communications relating thereto) to Lender All such Leases and the amounts due W
<br />Grantor thereunder are hereby assigned to Lander as additional security for the Obligations.
<br />T. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lander shall be entitled to notify or require Grantor to entry any third parry (including,
<br />but not limited to, lessees, licensees, governmental authorities and insurance companies) to pay Lender any mdmfiftk u or obligation owing ly
<br />Grantor with respect W the Property (cumulatively "Indeldomm.") whether Or not a default exists under this Deed of Trust. Grantor shell diligently
<br />collect the Indebtedness owing to Grantor from these third parties until the giving of such notification. In the event that Grantor POSMSSes Or receives
<br />possession of any Instruments or other remittances with respect to the Indebtedness following the giving Of such notification or If the instruments or
<br />Other remittances constitute the prepayment of any Indebtedness Or the payment all any Insurance or con lemnaflon proceeds, Grantor shall hold
<br />such instruments and other remittances in trust for Lender apart from its other property, endorse the instruments and Other remittances s Lander,
<br />and immediately provide Lender with possession Of the Instruments and other remittances. Lender shall be entitled, but not required, to collect (by
<br />legal proceedings or otherwise), extend the time for ppayment, compromise, exchange or IS any obligor or collateral, or otherwise Stile any of
<br />the Indebtedness whether or net an Event of Correa t exists under this Dead of Trust. Lender shall not be liable to Grantor far any action, error,
<br />mistake, omission Or delay pertaining to the actions described in this paragraph Or any damages resulting therefrom. Notwithstanding the foregoing,
<br />nothing herein shall cause lender to be deemed a mortgagee -in- possession
<br />S. USE AND MAINTENANCE OF PROPERTY. Granter shall take all actions and make any repairs needed to maintain the Property in good
<br />condition. Grantor shall not commit or permit any waste to be committed with respect to the Property. Grantor -hall use the Property solely in
<br />compliance with applicable law and insurance policim, Grantor shall not make any alterations, additions or Improvements s the Property without
<br />Lender's prior written consent Without limiting the toreBOln9, all alterations. etltliliena end improvements made W the Property shall be subject W
<br />the beneficial Interest belonging m Lender, shall not be removed without Under 'a prior writen consent, and shall be tootle at Grantor's sole expense.
<br />9. LOSS OR DAMAGE. Grantor Shall bear the entire risk of any loss, theft, destruction or damage (cumulatively 'Low or Damage') to the Property or
<br />any potion 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 />10. INSURANCE. The Property will be kept insured for Its full insurable value (replacement cost) against all hazards including loss Or damage
<br />caused by flood earthquake, tornado and fire, theft or other casualty to the extent required by Lender. Grantor may obtain insurance on the Property
<br />from such companies asfbe acceptable to Lander in its sole discretion. The insurance policies shall requite me insurance company to provide
<br />Lender with at least —.. days' written notice before such policies are altered or cancelled in any manner. The insorance policies shell
<br />name Lender as a loss 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 />insurance proceeds pertaining to the loss or damage of the Property. In the event Grantor fails to acquire Or maintain Insurance, lender (after
<br />providing notice as may be required by law) may in Its discretion procure appropriate Insurance covers a upon the Property and the insurance cost
<br />shall be an advance payable and bearing interest as described in Paragraph 23 and secured hereby. mranmr shall furnish Lender with Seconds of
<br />insurance indicating the required coverage. Lender may act as attorney in-fact sr Grantor In making and sabring claims under Insurance policies,
<br />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 />Immediately assigned, pledged and delivered W lender as further Security for the Obligations. In ma event of loss, Grantor shall immediately glue
<br />Lender written notice and Lender is authorized to make proof Of loss. Each insurance company is directed to make paymente elderly to Lender
<br />instead of to Lender and Granter, Lender shall have the right, at its sole option, to apply such monies toward the Obligations Or toward the cost of
<br />rebuilding and restoring the Property. My amounts may at Lender's option be applied in me inverse order of the due dates thereof.
<br />11. ZONING AND PRIVATE COVENANTS. Grantor shall not Irritate or consent any change in the zoning provisions or private awanants affecting
<br />the use of the Property without Lender's prior written consent If Grantor's use all the Property is or 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 />12. CONDEMNATION. Grantor shall immediately provide Lander with written notice of any actual or threatened condemnation or eminent domain
<br />proceeding pertaining to the Property. Al monies payable to Grantor from such condemnation Or taking are hereby assigned to Lander and shall be
<br />applied fist to the payment of Lender's attorneys' fees, legal expanses and mho costs (including appraisal fees) in connection with the
<br />condemnation or eminent domain proceedings and than, at the option of Lender, to the payment of the Obligations or the restoration or repair of the
<br />Property.
<br />13. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall Immediately provide Lander with written notice of any actual
<br />Or threatened action, suit, or other proceeding atteaing the Property. Grantor hereby appoints Lander as is aftorney -in -fact to commence, Intervene
<br />in, and defend such actions, Suite, or other legal proceedings and to compromise Or settle any claim or controversy pertaining thereto. Lender shall
<br />not be liable to Grantor far any action, error, mistake, omission or delay pertaining to the action- described in this paragraph or any damages
<br />resulting therefrom. Nothing contained herein will prevent Lender from taking the actions described in this paragraph in Its Own name.
<br />14. INDEMNIFICATION. Lender shall not swum& or be responsible for the pertormanceof any of Grantor's obligations with respect to the Property
<br />under any circumstances, Grantor shall immediasly provide Lender with written notice of and indemnity and hold Lender and its sharahaders,
<br />diirear s, officers, employees and agents harmless from e1I claims, damages, liabilities (including attorneys' fees and legal expenses), crowns of
<br />major, actors, suits and other legal proceedings (cumulatively "Claims") paltering to the Property (including, but not limited lied the soothe involving
<br />Hazardous Masnalo), Grantor, upon me request a Lander, shall hire legal counsel to defend Lender from such Claims, pay Ye
<br />legal expenses and Other costs incurred in connection therewith In the alternative, Lander shall be entitled to employ is own legl or see t defend
<br />a of
<br />such Claims at Grantor's cost. Grantor's obligation to indemnify Lender under this paragraph shall survive the termination, release
<br />this Dead of Trust.
<br />11XE511. f aiil1 H. faa w C . {9 Oles)1 100]! mrs .. PWa. w-
<br />
|