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<br />200701011
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<br />communications relating thereto) to Lender. All such Leases and the amounts due to Grantor thereunder are hereby assigncd to Lender as
<br />additional security for the Obligations.
<br />7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shall be entitled to notify or require Grantor to notify any
<br />third party (including, but not limited to, lessees, licensees, governmental authorities and insurance companies) to pay Lender any
<br />indebtedness or obligation owing to Grantor with respect to the Property (cumulatively "Indebtedness") whether or not a default exists under
<br />this Deed of Trust. Grantor shall diligently collect the Indebtedness owing to Grantor from these third parties until the giving of such
<br />notification. In the event that Grantor possesses or receives possession of any instruments or other remittances with respect to the
<br />Indebtedness following the giving of such notification or if the instruments or other remittances constitute the prepayment of any
<br />Indebtedness or the payment of any insurance or condemnation proceeds, Grantor shall hold such instruments and other remittances in trust
<br />for Lender apart from its other property, cndorse the instruments and other remittances to Lender, and immediately provide Lender with
<br />possession of the instruments and other remittances. Lender shall be entitled, but not required, to collect (by legal proceedings or otherwise),
<br />extend the time for payment, compromise. exchange or release any obligor or collateral, or otherwise settle any of the Indebtedness whether
<br />or not an Event of Default exists under this Deed of Trust. Lender shall not be liable to Grantor for any action, error, mistake, omission or
<br />delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Notwithstanding the foregoing, nothing herein
<br />shall cause Lender to be deemed a mortgagee-in-possession.
<br />S. USE AND MAINTENANCE OF PROPERTY. Grantor shall take all actions and make any repairs needed to maintain the
<br />Property in good condition. Grantor shall not commit or permit any waste to be committed with respect to the Property. Grantor shall use the
<br />Property solely in compliance with applicable law and insurance policies. Grantor shall not make any alterations, additions or improvements
<br />to the Property without Lender's prior written consent. Without limiting the foregoing, all alterations, additions and improvements made to
<br />the Property shall be su~iectto the beneficial interest belonging to Lender, shall not be removed without Lender's prior written consent, and
<br />shall be made at Grantor's sole expense.
<br />9. LOSS OR DAMAGE. Grantor shall bear the entire risk of any loss, theft, destruction or damage (cumulatively "Loss or Damage") to
<br />the Property or any portion thereof from any cause whatsoever. In the event of any Loss or Damage, Grantor shall, at the option of Lender. repair
<br />the affected Property to its previous condition or payor 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
<br />damage caused by flood, earthquake, tornado and fire, theft or other casualty to the extent required by Lender. Grantor may obtain insurance
<br />on the Property from such companies as are acceptable to Lender in its sole discrction. The insurance policies shaJl require the insurance
<br />company to providc Lcndcr with at least 30 days' written notice before such policies are altered or cancellcd in any manner. The
<br />insurance policies shall namc Lcnder as a loss payee and provide that no act or omission of Grantor or any other person shall affect the right
<br />of Lender to be paid the insurance proceeds pertaining to the loss or damage of the Property. In the event Grantor fails to acquire or maintain
<br />insurance, Lender (after providing noticc as may be required by law) may in its discretion procure appropriate insurance coveragc upon the
<br />Property and the insurance cost shall be an advance payable and bearing interest as described in Paragraph 23 and secured hereby. Grantor
<br />shall furnish Lender with evidence of insurance indicating the required coverage. Lender may act as attorney-in-fact for Grantor in making
<br />and settling claims under insurancc policies, cancelling any policy or endorsing Grantor's name on any draft or ncgotiable instrument drawn
<br />by any insurer. AJI such insurance policics shall be immediately assigned, pledged and delivered to Lender as further security for the
<br />Obligations. In the event of loss, Grantor shall immediately give Lender written notice and Lender is authorized to make proof of loss. Each
<br />insurance company is directed to make payments directly to Lender instead of to Lender and Grantor. Lender shall have the right, at its sole
<br />option, to apply such monies toward the Obligations or toward the cost of rebuilding and restoring the Property. Any amounts may at
<br />Lender's option be applied in the inverse order of the due dates thereof.
<br />II. ZONING AND PRIVATE COVENANTS. Grantor shall not initiate or consent to any change in the zoning provisions or private
<br />covenants affecting the use of the Property without Lender's prior written consent. If Grantor's use of the Property is or becomes a
<br />nonconforming use under any zoning provision, Grantor shall not cause or permit such use to be discontinued or abandoned without the prior
<br />written consent of Lender. Grantor will immediately provide Lender with written notice of any proposed changes to the zoning provisions or
<br />private covcnants affecting the Property.
<br />12. CONDEMNATION. Grantor shall immediately provide Lender with written notice of any actual or thrcatened condemnation or
<br />eminent domain proceeding pertaining to the Property. All monies payable to Grantor from such condemnation or taking are hereby assigned
<br />to Lender and shall be applied first to the payment of Lender's attorneys' fecs, legal expenses and other costs (including appraisal fccs) in
<br />connection with the condcmnation or eminent domain proceedings and then, at the option of Lcnder, to the payment ofthe Obligations or the
<br />restoration or repair of the Property.
<br />13. LENDER'S RIGHT TO COMMENCE OR DE);'END LEGAL ACTIONS. Grantor shall immediately provide Lendcr with
<br />written notice of any actual or threatened action, suit, or other proceeding affecting the Property. Grantor hereby appoints Lcnder as its
<br />attorney-in-fact to commcnce, intervene in, and dcfend such actions, suits, or other legal procccdings and to compromise or settle any claim
<br />or controversy pertaining thereto. Lender shall not be liable to Grantor for any action, error, mistake, omission or delay pertaining to the
<br />actions described in this paragraph or any damages resulting therefrom. Nothing contained herein will prevent Lender from taking the actions
<br />described in this paragraph in its own name.
<br />14. INDEMNIFICATION. Lender shall not assume or be responsible for the performance of any of Grantor's obligations with respect to
<br />the Property under any circumstances. Grantor shall immediately provide Lender with written notice of and indemnify and hold Lender and its
<br />shareholders, directors, officers, employees and agents harmless from all claims, damages, liabilitics (including attorneys' fees and legal
<br />expenses), causes of action, actions, suits and other legal proceedings (cumulatively "Claims") pertaining to the Property (including, but not
<br />limited to, those involving Hazardous Materials). Grantor, upon the request of Lender, shall hire legal counsel to dcfend Lender from such
<br />Claims, and pay the attorneys' fees, legal expenscs and other costs incurred in connection therewith. Tn the alternative, Lender shall be entitled to
<br />employ its own lcgal counsel to defend such Claims at Grantor's cost. Grantor's obligation to indemnify Lcnder under this paragraph shall
<br />survivc the termination, release or foreclosure of this Deed of Trust.
<br />IS. TAXES AND ASSESSMENTS. Grantor shall pay all taxes and a~sessments relating to the Property when due and immediately
<br />provide Lender evidence of payment of same. Upon the request of Lender, Grantor shall deposit with Lender each month onc-twelfth (1112)
<br />of the estimated annual insurance prem ium, taxes and assessments pertaining to the Property. So long as there is no dcfault, these amounts
<br />shall bc applicd to the payment of taxcs, assessments (Ind insurance as required on the Property. In the event of default, Lender shall have the
<br />right, at its sole option, to apply the funds so held to pay any taxes or against the Obligations. Any funds applied may, at Lender's option, be
<br />applied in reverse order of the due date thereof.
<br />16. INSPECTION OF "ROPERTY, BOOKS, RECORDS AND REPORTS. Grantor shall allow Lender or its agents to examine and
<br />inspect thc Property and examine, inspect and make copies of Grantor's books and records pcrtaining to the Property from time to timc.
<br />Grantor shall provide any assistancc wquired by Lender for ihe~,e purposes. All of the signature$ and information contained in Grantor's
<br />books and records shall be genuine, true, accurate and complete in all respccts. Grantor shall note the existence of Lcndcr's beneficial interest
<br />in its books and rccords pertaining to the Property. Additionally, Grantor shall report, in a form satisfactory to Lcnder, such intormation as
<br />Lender may request regarding Grantor's financial condition or the Property. The information shall be for such periods, shall reflect Grantor's
<br />records at such time, and shall be rendered with such frequcncy as Lender may designate. All information furnished by Grantor to Lender
<br />shall be true, accurate and complete in all respects, and signed by Grantor if Lender requests.
<br />17. ESTOPPEL CERTIFICATES. Within tcn (10) days afier any request by Lender, Grantor shall deliver to Lender, or any intended
<br />transferee of Lender's rights with respect to the Obligations, a signed and acknowlcdged statement specifying (a) thc outstanding balance on thc
<br />Obligations; and (b) whether Grantor possesses any claims, defenses, set-offs or counterclaims with respect to the Obligations and, ifso, the nature
<br />of such claims, defenses, set.offs or counterclaims. Grantor will be conclusively bound by any representation that Lcnder may make to the
<br />intended transferee with respect to thcse matters in the event that Grantor fails to providc the requcsted statement in a timcly manner.
<br />18. EVENTS OF DEFAULT. An Event of Default shall occur under this Deed of Trust and the Trustce's power shall become operative
<br />in the event that Grantor, Borrower or any guarantor of the Obligations:
<br />(a) fails to pay any Obligation to Lender when due;
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<br />ITEM 1233L3 (0504)
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<br />LPNE511BC @Harland Financial Solutions, Inc. (9/10/98)
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<br />(page 3 of 7 pages)
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<br />GreatOoes '"
<br />To Order Call: 1-800-968-5775
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<br />APP #; 6058867
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