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(c) All applical5le laws and regulations, induding,without flmitatlon, the Americans with Disabilities Ac1, 42 U.S.C. Section 12101 et seq. (and all regulations promulgated thereunder)and all zoning and building laws and regulations relating to the Properry by virtue of any federal,state or municipal aulhorlly with juri§c�ctio�over the Property, presently are and shall be observed and compUed with in all material respects, and all rights, licenses, pertNts,-and certiflcates of oa:upancy(indu�ng but not limited to zoning variances, special exceptions for nonconforming uses,and final inspection approvals), whether temporary or permenent,which are material to the use and oxupency of the Property, presently are and shall be obtained, preserved and,-where neceasary,renewed; (d) Grantor has the�igM and Is duly autho�ized to execute and perfonn its Obligations under this Deed of Trust and these actions do not and shall not conflict with the provisions of any statule,regulation,ordinance,rule of law,cor►tract or other agreement whk.h may be binding on Grantor at any time; (e) No action or proceeding is or shall be pending or threatened which migM materially affect the Property;and (� Grarrior has not violated and shall not violate any statute,regulation,ordfnance,rule of law,corrtract or other agreemerrt(induding,but not limited to, those goveming Hazardous Materials)which migM materially affect the Property or Lender's rigMs or irrterest in the Property pursuar»to this Deed of Trust 3. PRIOR DEEDS OF TRUST. Grantor represerrts and warrarrts that there are no prior deeds of trust affecting any part of the Property except as set fort� on Schedule B attached to this Deed of Trust,which Grarnor agrees to pa and pertorm in a timely manner. If there are any prior deeds of trusi therFA Grantor agrees to pay all amourrts owed,and perform all obligatfons requi�under such deeds of ttust and the indebtedness secured thereby and further � a�ees that a default under any prior deed of trust shall be a default under this Deed of Trust and shall errtRle Lender to all rights and remedies conteined herein or in the Obligations to which Lender would be emitled in the everrt of any other default. M 4. TRANSFERS OF THE PROPERIY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the everrt of a sale,conveyance,lease, � corrtract for deed or transfer to any person of all or any part of the real property descrihed(n Schedule A,or any irrterest therein,or of all or any benefldal irrterest in Borrower or Grantor pf Borrower or Grantor is not a natural person or persons but is a corporatlon,limited liabiliry company,partnership,trust,or other legel errtiry),Lender may,at Ns option dedare the outstanding prindpal balance of the Obligations plus accrued irrterest thereon irrrnediately due and payable. At Lender's request,Qrantor or Borrower,as the case may be,shall fumish a complete statement setting forth ati of fis stodcholders,members,or � pertners,as appropriate,and the exterrt of their respective ownership irrterests. 6. A331GNMENT OF RENTS. In oonsideration of the Obligations,whlch are secured by this Deed of Trust, Grantor absolutely assigns to Lender all Grantor's estate, ripht, tftle, irnerest, daim and demand now owned or hereafter acquired in all existing and future leases of the Property (induding extensions,renewa�s and subleases),all agreemerris for use and oxupency of the Property(all such leases and agreements whether written or oral,are hereafter referred to as the"Leases"),and all guazanties of lessees'perfom�ence under the Leases,together wfth the Inrnedlate and corrtlnuing rigM to collect and receive all of the rerrts,income,receipts,revenues,fssues,proflts and other income of any nature now or hereaiter due(Induding any income of any nature coming�e during any redemption pe�lod)under the Leases or from or arising out of the Property Induding minimum rerrts,additlonal re�rts,� percerrtage rerrts, parldng or corrmon area mairrtenance corrtributions,tax and insurance wMributions, defidency rents, liquldated damages following�'' defauN In any Lease, all proceeds payabte under any policy of insurance covering loss of rerrts resulting from umenaMabilhy caused by destructfon or darr�age to the Property, all proceeds payable as a result of a lessee's exerdse of an option to purchase the Property, all proceeds derived from the termination or rejection of any Lease in a banlwptcy or other InsoNency proceeding,and all proceeds from any rights and daims of any kind which Grantor may have against any lessee under the Leases or any oa:uparrts of the P�operry(all of the above are hereafter collectively referred to as the"Rents"). This assi merrt is subject to the rigM,power and authority given to the Lender to collect and appiy the Rents. This assignmerrt is recorded in axordance wfih appl�cable state law;the Uen created by this assignment is fntended to be spedflc,pertected,and choate upon the recording of this Deed of Trust,all as provided by applicable state law as amended from time to time. As long as there is no defauft under the Obligations or this Deed of Trust,Lender grants Grantor a revocable Iicense to cotlect all Rents from the Leases when due and to use such proceeds fn Grarrtor's business operations. However,Lender may at any time require Grarrtor to deposit all Rerrts into an axouM mairrtafned by Grantor or Lender at Lender's�institution. Upon default in the payment of,or In the perfomiance of,any of the Obligations,Lender mey at fts option take possession of the Properry and have,hold,manage,lease and operate the Property on tertns and for a period of time that Lender deems proper. Lender may proceed to collect and receNe all ReMs from the property,and Lender shall have full power to r►reke atterations,renovatlons,repairs or replacemerns to the Property as Lender may deem proper. Lender may apply all Rents fn Lender'a sole discretion to payrnerrt of the Obligations or to the paymerd of the cost of such alterations, renovations,repairs and replacements and any expenses indderd to taldng and retaining possesslon of the Property periodfcally and the management and operation of the Property. Lender may keep the Property properly insured and may discharge any taues,charges,daims,assessments and other Ile�s which may axrue. The expense and cost of these actions may be paid from ihe Rerris receNed,and any unpaid amourrts shall be added to the prindpal of the Obligations. These amounts,together wfth other costs,shall become part of the Obligations secured by this Deed of Trust. 6. LEASES AND OTHER AGREEMENT3. Grarnor shall not take or fall to take any actlon which may cause or pennit the terminatlon or the withholding of any paymem in connection with any Lease or other agreemerrt("Agreement")pertaiNng to the Properiy. In addftion,Grantor,without Lender's prior written conserrt,shall not:(a)collect any monies payable under any Agreemern more than one month In advance;(b)modify any Agreement;(c)assign or allow a lien, security irrterest or other encumbrance to be placed upon Grarrior's rights, tftle and frnerest in and to any AgreemeM or the amounts payable thereunder;or(d)terminate or cancel any Agreemerri except for the nonpayment of any sum or other material breach by the other party thereto. If Grantor receivea at any time any written communication asserting a defauft by Grantor under an Agreemerri or purporting to terminate or cancel any Agreemerrt, Grantor shall promptly forvvard a copy of such communication(and any subsequent communications relating thereto)to Lender. Ail such Agreemerris and the amounts due to G►arnor thereunder are hereby assigned to Lender as additfonal security for the Obligations. 7. COLLECTION OF INDEBTEDNES3 FROM THIRO PARTY. Lender shali be errtftled to notify or require Grantor to notify any third party(Induding,but not limited to,lessees,ilcensees,govemmental authorfties and insurance companies)to pay Lender any fndebtedness or obligation owing to Grarrtor with respect to the Property (cumulatively "Indebtedness") whether or not a default exists under this Deed of Trust. Grantor shall dfligerrtly collect the Indebtedness owing to Grantor from these third parties urnil the gNing of such notiNcation. In the everrt that Grantor possesses or receives possession of any instrumerrts or other remittanoes wfth respect to the Indebledness follow(ng ihe giving of such notiflcation or ff the instruments or other remittances constftute the prepayment of any Indebtedness or the payrnem of any insurance or condermation proceeds,Grantor shali hold such instruments and other remittances in trust for Lender apart from Rs other property,endorse the instrumerris and other remittances to Lender,and irmiediately provide Lender wlth possession of the instrumerrts and other remittances. Lender shall be entitled,but not required,to collect(by legal proceedings or otherwise),extend the time for paymerrt,comproMse,exchange or release any obligor or collateral,or otherwise settle any of the Indebtedness whether or not an event of default exists under this Agreement. Lender shall not be liable to Grantor for any action,error,mistake,oMssfon or delay pehaining to the actions described in this paragraph or any damages resulting therefrom Notwithstan�ng the foregoing, nothing herein shall cause Lender to be deemed a mortgagee-in-possession. e. U3E AND MAINTENANCE OF PROPERTY. Grantor shall take all actions and make any repairs needed to maintain the Property in good condition. Orarnor shall not comrit or pem�it any waste to be committed with respect to the Property. Grantor shail use the Property solely in compliance wfth applicable law and Insurance poUdes. Grantor shall not make any alterations, additions or improvements to the Property without Lender's prior written conseM. Without Iimiting the foregoing,all atterations,additions and improvements made to the Property shalt be subject to the beneNdal interest belongi�g to Lender,shall not be removed without Lender's prior written consent,and shall be made at Grantor's sole expense. 9. LOSS OR DAMAGE. Grantor shall bear the ernire risk of any loss,theft,destruclion or damage(cumulatNely"Loss or Damage")to the Property or any portion thereof from any cause whatsoever. In the event of any Loss or Damage,Grarrtor shall,at the option of Lender,repair the affected Property to its previous con�Non a pay or cause to be paid to Lender the de�xease in the falr market value of the affected Property. 10. INSURANCE The Properry will be kept insured for fts(ult insurable value(replacement cost)agafnst all hazards inciuding loss or damage caused by flood,earlhquake, tomado and fire,theft or other casualty to the exient required by Lender. Grantor may obtain insurance on the Property from such companies as are soceptable to Lender in tts sole dlscretion. The fnsurance policies shall require the insurance company to provide Lender with at least 30 days'written notice before such policies are aftered or cancelled in any manner. The fnsurance poBcies shall name Lender as a loss payee pro that no ac!or omission of Grarrtor or any other person shall affect the rigM of Lender to be paid the insurance proceeds pertafning to the loss or damage of the Property. In the everrt Grarrtor fai�s to acquire or maintain Insurance,Lender(after providing notice as may be required by law)may in fts discretion procure appropriate insurance coverage upon the Property and the insurance cost shall be an advance payable and bearing irnerest as described in Paragraph 23 and secured hereby. Grarrior shali fumish Lender with evidence of insurance indicating the required coverage. Lender may aci as attomey-in-fact for Grarrior in maWng and settling dalms under insurance polides, cancelling any polic� or endorsfng Grantor's name on any drait or negotiable instrumertt drawn by any insurer. All such insurance polides shall be imnediately assigned,pledg�ed and delivered to Lender as further securlty for the Obligations. In the everrt of loss, Grantor shali immediately give Lender written notioe and Lender is autho�ized to rrrake proof of loss. Each insurance company is directed to make paymertts directly to Lender instead of to Lender and Grarrior. Lender shail have the right,at its sole option,to apply such monies toward the Obligaiions or toward the cost of rebuilc�ng and restoring the Propetiy. My amourrts may at Lender's option be applied in the irnerse order of the due dates thereof. 11. 20NING AND PRIVATE COVENANTS. Grarrior shall not initiate or consent to any change in the zoning provisfons or private covenants affecting the use of the Property without Lender's prior w�itten consent. If Grarrtor's use of the Property becomes a nonconfomiing use under any zoning provision, Qramor shall not cause or pemit such use to be disoontinued or abandoned without the prior written consern of Lender. Grarrtor will imrnediately provide Lender with written notice of any proposed changes to the zoning provisions or pfirate covenants affecling the Property. 12 CONDEMNATION. Grarnor shall irtmecfiately provide Lender with wririen noiice of any actual or threatened wndemnation or eminent domain proceeding pertaining to the Property. All monies payable to Grantor from such condertnation or taking are hereby assigned to Lender and shall beappIled flrst to the payment of Lender's attomeys'fees,legal expenses and other costs(induding appraisal fees)in connection with the conderrnation or em(neM dorrrein procee�ngs and then,at the option of Lender,to the paymern of the Obligations or U�e restoration or repeir of ihe Property.