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<br />200800520
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<br />2oo19V~2
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<br />governmental requirement or as othetwise approved in writing by Beneficiary; maintain, preserve
<br />and keep the Goods and the Premises in good, safe and insurable condition and repair and
<br />promptly make any needful and proper repairs, replacements, renewals, additions or substitutions
<br />required by wear, damage, obsolescence or destruction, all as promptly as possible under the
<br />circumstances but in all cases in compliance with any time period provided under applicable
<br />requirements of governmental authorities and insurers; not commit, suffer, or permit waste of any
<br />part of the Premises; and maintain all grounds and abutting streets and sidewalks in good and neat
<br />order and repair. Notwithstanding the foregoing provisions of this Section 1.3, Grantor shall be
<br />in compliance with the maintenance and repair requirements of this Section 1.3 so long as the
<br />current tenant is in compliance with the repairs and maintenance requirements of the Fazoli's
<br />Lease. The "Fazoli's Lease" shall mean that certain lease of the Premises between Grantor, as
<br />owner and landlord of the Premises, and Fazoli's Restaurants, LLC, as tenant.
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<br />1.4 Transfer: Sales; Liens. Grantor will not, and will not permit any other Person to,
<br />without the prior written consent of Beneficiary, which consent Beneficiary may grant or
<br />withdraw in its sole and absolute discretion: sell, contract to sell, assign, convey, encumber,
<br />pledge, mortgage, lease (other than as expressly permitted under this Deed of Trust) or othetwise
<br />transfer the Collateral or any part thereof or any interest or estate in any thereof whether by
<br />operation of law or othetwise (including, without limitation, any conveyance into a trust or any
<br />conveyance of the beneficial interest in any trust that may be holding title to the Premises) or
<br />remove any of the Collateral from the Premises; or create, suffer or permit to be created or to
<br />exist any mortgage, lien, claim, security interest, charge, encumbrance or other right or claim of
<br />any kind whatsoever upon the Collateral or any part thereof, except only those of current taxes
<br />not then due and payable, and the Permitted Exceptions (any of which shall constitute an
<br />"Accelerating Transfer"). Grantor acknowledges that Beneficiary is making one or more
<br />advances under the Loan Agreement in reliance on the expertise, skill, and experience of Grantor;
<br />thus, the Secured Obligations include material elements similar in nature to a personal service
<br />contract. In consideration of Beneficiary's reliance, Grantor agrees that Grantor shall not make
<br />any Accelerating Transfer unless the transfer is preceded by Beneficiary's express written consent
<br />to the particular transaction and transferee. Beneficiary may withhold such consent in its sole and
<br />absolute discretion. If any Accelerating Transfer occurs, Beneficiary in its sole and absolute
<br />discretion may declare all of the Secured Obligations to be immediately due and payable, and
<br />Beneficiary and Trustee may invoke any rights and remedies provided in this Deed of Trust.
<br />Grantor acknowledges the materiality of the provisions of this Section 1.4 as a covenant of
<br />Grantor, given individual weight and consideration by Beneficiary in entering into the Secured
<br />Obligations, and that any Accelerating Transfer in violation of the prohibited transfer provisions
<br />herein set forth shall result in a material impairment of Beneficiary's interest in the Collateral and
<br />be deemed a breach of the foregoing covenant.
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<br />1.5 Access by Beneficiary. Grantor will at all times: deliver to Beneficiary either all of
<br />its executed originals (in the case of chattel paper or instruments) or (in all other cases), if
<br />requested by Beneficiary, certified copies of all Leases, agreements creating or evidencing
<br />Intangibles, Plans, Contracts for Construction, Contracts for Sale, Permits, all amendments and
<br />supplements thereto, and any other document which is, or which evidences, governs, or creates,
<br />Collateral; permit access at reasonable times by Beneficiary to Grantor's books and records;
<br />permit Beneficiary to inspect construction progress reports, tenant registers, sales records,
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<br />NEWY 1 \8176568.2
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