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200701011 from time to time (but before termination of the line) no balance may be outstanding. At no time shall the lien of this Deed of Trust, not including sums advanced to protcct the security of this Decd of Trust, exceed $17,500.00 ; and (e) all amendments, extensions, renewals, modifications, replacements or substitutions to any of the foregoing. As used in this Paragraph 1, the terms Grantor and Borrower shall include and also mean any Grantor or Borrower if more than one. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS, Grantor represents, warrants and covenants to Lender that: (a) Grantor has fee simple marketable title to the Property and shall maintain the Property free of all liens, security interests, encumbrances and claims except for this Deed of Trust and those described in Schedule E, which is attached to this Deed of Trust and incorporated herein by refercnce, which Grantor agrees to pay and perform in a timely manner (if there are no liens, security interests, encumbrances or claims other than this Deed of Trust, a Schedule B shall not be attached); (b) Grantor is in compliance in all respects with all applicable federal, state and local laws and regulations, including, without limitation, those relating to "Hazardous Materials," as defined herein, and other environmental matters (the "Environmental Laws"), and neither the federal government nor the state where the Property is located nor any other governmental or quasi governmental entity has filed a lien on the Property, nor are there any governmental, judicial or administrativc actions with respect to environmental matters pending, or to the best of the Grantor's knowledge, thrcatened, which involve the Property. Neither Grantor nor, to the best of Grantor's knowledge, any other party has used, generated, rcleased, discharged, stored, or disposed of any Hazardous Materials as defined herein, in connection with the Property or transportcd any Hazardous Materials to or from the Property. Grantor shall not commit or permit such actions to be taken in the future. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any governmental authority including, but not limited to: (i) petroleum; (ii) friable or nonfriable asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials or wastes designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act or listed pursuant to Section 307 of the Clean Water Act or any amendments or replacements to thcse statutes; (v) those substances, matcrials or wastes defined as a "hazardous waste" pursuant to Section 1004 of the Resourcc Conservation and Recovery Act or any amendments or replacements to that statute; and (vi) those substances, materials or wastes defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmcntal Response, Compcnsation and Liability Act, or any amendments or rcplacements to that statute or any othcr similar state or fedcral statute, rule, regulation or ordinance now or hereafter in effect. Grantor shall not lease or permit the sublease of the Property to a tenant or subtenant whose operations may result in contamination of the Property with Hazardous Materials or toxic substances; (c) All applicable laws and regulations, including, without limitation, the Americans with Disabilities Act, 42 U .S.C. Scction 12101 et seq. (and all regulations promulgated thereunder) and all zoning and building laws and regulations relating to the Propcrty by virtue of any fcderal, state or municipal authority with jurisdiction over the Property, presently are and shall be observed and complied with in all material respects, and all rights, licenses, permits, and ccrtificates of occupancy (including but not limited to lUning variances, spccial exceptions for nonconforming uses, and final inspection approvals), whether temporary or permanent, which are material to the usc and occupancy of the Property, presently are and shall be obtained, preserved and, where necessary, rencwed; (d) Grantor has thc right and is duly authorized to exccute and perform its Obligations under this Deed of Trust and these actions do not and shal1 not conflict with the provisions of any statute, rcgulation, ordinancc, rule of law, contract or other agreement which may be binding on Grantor at any time; (e) No action or proceeding is or shall bc pending or threatcned which might matcrially affect the Property; and (f) Grantor has not violated and shall not violate any statutc, regulation, ordinanec, rule of law, contract or other agreement (including, but not limited to, those governing Hazardous Materials) which might materially affect the Property or Lender's rights or interest in thc Property pursuant to this Deed of Trust. 3. PRIOR DEEDS OF TRUST. Grantor represents and warrants that there are no prior deeds of trust affecting any part of the Property cxcept as set forth on Schedule B, attached to this Deed of Trust, which Grantor agrees to pay and perform in a timely manner (if there are no prior deeds of trust, a Schcdule B shall not be attached). I f there are any prior deeds of trust thcn Grantor agrees to pay all amounts owed, and perform all obligations required, under such dccds of trust and the indebtedness secured thereby and further agrees that a default under any prior dccd of trust shall bc a default under this Dced of Trust and shall entitle Lender to all rights and remedies containcd herein or in the Obligations to which Lender would be entitled in the event of any other default. 4. TRANSFERS OF TilE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event ofa sale, conveyance, leasc, contract for deed or transfer to any person of all or any part ofthc rcal property described in Schedule A, or any interest therein, or of all or any beneficial interest in Borrower or Grantor (if Borrower or Grantor is not a natural person or persons but is a corporation, limited liability company, partnership, trust, or other legal entity), Lender may, at its option, declare the outstanding principal balance of the Obligations plus accrued intercst thereon immediately due and payable. At Lender's request, Grantor or Borrower, as the case may be, shall furnish a complete statement setting forth all of its stockholders, members, or partners, as appropriate, and the extent ofthcir respective ownership interests. 5. ASSIGNMENT 01< RENTS. In consideration ofthc Obligations which are secured by this Deed of Trust, Grantor absolutely assigns to Lender all Grantor's estate, right, title, intcrest, claim and demand now owned or hereafter acquircd in all existing and future leases of the Property (including extensions, rcncwals and subleascs), all agreements for use and occupancy of the Property (all such leases and agreements whether written or oral, are hereafter rcferred to as the "Leascs"), and all guaranties of lessccs' performance under the Lcascs, together with the immediate and continuing right to collcet and receive all of the rents, income, reccipts, revenues, issues, profits and other income of any nature now or hereafter duc (including any incomc of any nature coming due during any redemption period) under the Leases or from or arising out of the Property, including minimum rents, additional rents, perccntage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability causcd by destruction or damage to the Property, all procecds payable a~ a result of a lessee's exercisc of an option to purchase the Property, all proceeds derived from the term ination or rejection of any Lease in a bankruptcy or other insolvency proceeding, and all proceeds from any rights and claims of any kind which Grantor may have against any lessee under the Leases or any occupants of thc Property (all of the above arc hereafter collectively referred to as the "Rents"). This assignment is subject to the right, powcr and authority givcn to the Lender to collect and apply the Rents. This assignment is recorded in accordanec with 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 provided by applicable state law as amended from timc to time. As long as there is no default under the Obligations or this Deed of Trust, Lender grants Grantor a revocable liceosc to collcct all Rents from the Leases whcn due and to use such procceds in Grantor's business operations. However, Lender may at any time require Grantor to deposit all Rents into an 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, Lender may at its option take possession of the Property and havc, hold, manage, lease and operate the Property on terms and for a period of time that Lender deems proper. Lender may proceed to collect and rceeive all Rents from the property, and Lender shall havc full power to make alterations, remJVations, repairs or replacements to the Property as Lender may deem pmre'. Lender may apply all Rents in Lender's sole discretion to payment ofthc Obligations or to the payment of the cost of such alterations, renovations, repairs and replacements and any expenses incident to taking and retaining possession of the Property periodically and the management and operation of thc Property. Lender may keep thc Property properly insurcd and may discharge any taxes, charges, claims, assessments and other liens which may accrue. The expense and cost of thesc actions may be paid from the Rcnts received, and any unpaid amounts shall be addcd to thc principal of thc Obligations. These amounts, together with othcr costs, shall become part of thc Obligations secured by this Deed of Trust. As used in this Paragraph 5, the term "Lender" refers to Lendcr and any nominee of Lender who is namcd as beneficiary on page I. 6. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permit the termination or the withholding of any payment in conncetion with any Lease pertaining to the Property. In addition, Grantor, without Lender's prior writtcn consent, shall not: (a) collect any monics payable under any Lease more than onc month in advancc; (b) modify any Lease; (c) assign or allow a lien, security interest or other encumbrance to be placed upon Grantor's rights, titlc and intcrcst in and to any Lease or the amounts payable thcreunder; or (d) terminate or cancel any Lease except for the nonpayment of any sum or other material breach by the other party thercto. If Grantor receives at any timc any written communication asserting a default by Grantor under a Lease or purporting to terminatc or cancel any Lea~e, Grantor shall promptly forward a copy of such communication (and any subscqucnt ITEM 1233L2 (0504) LPNE511B <0 Harland Financial Solutions, Inc. (9/10/98) (Page 2 of 7 pages) GreatDocs T1,II To Order Call: 1-800.968.5775 APP #: 6058867