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200800520 200tQJN construction, access, water rights and use, noise, environmental pollution and hazardous waste and substances including, without limitation, Hazardous Substances) which are applicable to Grantor or have been granted for the Collateral or the use thereof. Unless required by applicable law, or unless Beneficiary has otherwise first agreed in writing, Grantor shall not make or allow any changes to be made in the nature of the occupancy or use of the Premises or any portion thereof for which the Premises or such portion was intended at the time this Deed of Trust was delivered. Grantor shall not initiate or acquiesce in any ehange in any zoning or other land use classification now or hereafter in effect and affecting the Premises or any part thereof without in each case obtaining Beneficiary's prior written consent thereto. 1.1 0 No Mechanics' Liens. Grantor will not suffer any construction, mechanics', laborers' or materialmens' lien to be created or remain outstanding upon the Premises or any part thereof and will bond or otherwise discharge all such liens within ten (10) days from the date of filing. Grantor agrees to promptly deliver to Beneficiary a copy of any notices that Grantor receives with respect to any pending or threatened lien or the foreclosure thereof. 1.11 Continuing Priority. Grantor will: pay such fees, taxes and charges, execute and record or file (at Grantor's expense) such deeds, conveyances, mortgages and financing statements, obtain such title opinions, title insurance policy endorsements, acknowledgments or consents, notify such obligors or providers of services and materials and do all such other acts and things as Beneficiary may from time to time request to establish and maintain a valid and perfected first and prior lien on and security interest in the Collateral; maintain its office and principal place of business at all times at the address shown below; and keep all of its books and records relating to the Collateral on the Premises or at such address; and keep all tangible Collateral on the Real Estate except as Beneficiary may otherwise consent in writing. 1.12 Utilities. Grantor will payor cause to be paid all utility charges incurred in connection with the Collateral promptly when due and maintain all utility services available for use at the Premises. 1.13 Contract Maintenance: Other Agreements: Leases. Grantor will, for the benefit of Beneficiary, fully and promptly keep, observe, perform and satisfy each obligation, condition, covenant, and restriction of Grantor affecting the Premises or imposed on it under any agreement between Grantor and a third party relating to the Collateral or the Secured Obligations, including, without limitation, the Leases, the Contracts for Sale, Contracts for Construction and the Intangibles (collectively, the "Third Party Agreements"), so that there will be no default thereunder and so that the Persons (other than Grantor) obligated thereon shall be and remain at all times obligated to perform for the benefit of Beneficiary; and Grantor will not permit to exist any condition, event or fact which could allow or serve as a basis or justification for any such Person to avoid such performance. Without the prior written consent of Beneficiary, Grantor shall not (i) make or permit any termination or amendment of the rights of Grantor under any Third Party Agreement; (ii) collect rents or the proceeds of any Leases or Intangibles more than thirty (30) days before the same shall be due and payable; (iii) modify or amend any Leases, or, except where the lessee is in default, cancel or terminate the same or accept a surrender of the leased premises; (iv) consent to the assignment or subletting of the whole or any portion of any lessee's interest under any Leases; or (v) in any other manner impair Beneficiary's rights and 11 NEWYI\8176568.2