Payment for Labor and Materials from Deed of Trust Security Agreement
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING (this Security Instrument), dated as of November 30, 2006, made by TSP OWNER LLC, a Delaware limited liability company, having its principal place of business c/o OPBIZ, L.L.C., 3667 Las Vegas Blvd. South, Las Vegas, Nevada 89109, each as trustor (collectivey, Trustor), to First American Title Insurance Company, a New York corporation, having its principal place of business at 633 Third Avenue, New York, NY 10017, as trustee (Trustee), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010, as beneficiary (Beneficiary).
Payment for Labor and Materials. (a) Trustor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials (Labor and Material Costs) incurred by it in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. Trustor shall record (and cause all of those claiming by, through or under Trustor to record) notices of non-responsibility and take (or cause to be taken) such further measures as required under NRS SSSS 108.234, 2403, 2407 to prevent liens from attaching to the Property as a result of any labor performed at or materials supplied to the Property. (b) After prior written notice to Beneficiary, Trustor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs; provided, that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Trustor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Trustor and from the Property or Trustor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Trustor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Trustor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Beneficiary, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.