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<br />88- 105847
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<br />authorized by all necessary corporate action and do not, and
<br />will not, violate any provision of law or any provision of the
<br />Articles of Incorporation or Bylaws of the Trustor, or result in
<br />the breach of, or be a defaul t under, any indenture or other
<br />instrument to which Trustor may be bound or affected; and that
<br />the Promissory Note, this Deed of Trust and the Assignment of
<br />Leases and Rents securing the Promissory Note (the "Loan
<br />Documents") are valid and binding agreements, enforceable in
<br />accordance with their terms, (2) there is no action, proceeding
<br />or investigation pending, or to the knowledge of Trustor
<br />threatened, or any basis therefore, which might materially
<br />adversely affect the condition, business or prospects of
<br />Trustor, or any of its properties or to perform its obligation
<br />far the transactions contemplated hereby, (3) neither the
<br />financial statements of Trustor, nor any written statement
<br />famished by Trustor, or on behalf of Trustor in connection with
<br />the negotiation of the loan secured hereby contains any untrue
<br />statement of a material fact or omits a material fact necessary
<br />to make the statements contained therein not misleading. There
<br />is no fact which Trustor has not disclosed to Beneficiary in
<br />writing which materially affects adversely, nor, so far as
<br />Trustor can foresee, will materially affect adversely the trust
<br />property or the business prospects, profits or condition
<br />(financial or otherwise) of Trustor, (4) the loan secured
<br />hereby is a business loan, transacted solely for the purpose of
<br />carrying on, or acquiring, Trustor's business, (5) the
<br />borrowing and making of the loan secured hereby and the
<br />execution of the closing documents are not governed by, or if so
<br />governed, do not violate, the provisions of the Federal Equal
<br />Credit opportunity Act, as amended (P.L. 90-321), the Real
<br />Estate Settlement Procedures Act, as amended (P.L. 93-533), or
<br />the Federal Truth and Lending Act, as amended (P.L. 90-321), or
<br />similar state laws, (6) the Improvements thus far constructed
<br />upon the Real Estate have been completed in accordance with the
<br />approved plans and specifications, all legal requirements and
<br />the requirements of all insurers of the trust property.
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<br />IT IS MUTUALLY AGREED THAT'
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<br />9. Litigation: Trustor shall defend this Trust in any
<br />action or proceeding purporting to affect such property, whether
<br />or not it affects the security hereof, or purporting to affect
<br />the rights or powers of Beneficiary or Trustee, and shall file
<br />and prosecute all necessary claims and actions to prevent or
<br />recover far any damage to or destruction of such property, and
<br />either Trustee or Beneficiary is hereby authorized, without
<br />obligation so to do, to commence, appear in or defend any such
<br />action, whether brought by or against Trustor, Beneficiary or
<br />Trustee, or with or without suit, to exercise or enforce any
<br />ather rights, remedy or power available or conferred hereunder,
<br />whether or not judgment be entered in any action or proceeding;
<br />and Trustor or Beneficiary may appear or intervene in any action
<br />or proceeding, and retain counsel therein; and take such action
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