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02 -28 -2000 DEED OF TRUST Page 5
<br />Loan; No 766514 200001720 (Continued)
<br />SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of
<br />this Deed of Trust.
<br />Security Agreement. This instrument shall constitute a security agreement to the extent any of the Property constitutes fixtures or other
<br />personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to
<br />time.
<br />Security Interest. Upon request by Lender, Trustor shall execute financing statements and take whatever other action is requested by Lender
<br />to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real
<br />property records, Lender may, at any time and without further authorization from Trustor, file executed counterparts, copies or reproductions of
<br />this Deed of Trust as a financing statement. Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security
<br />interest. Upon default, Trustor shall assemble the Personal Property in a manner and at a place reasonably convenient to Trustor and Lender
<br />and make it available to Lender within three (3) days after receipt of written demand from Lender.
<br />Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party), from which information concerning the security interest
<br />granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code), are as stated on the first page of this Deed
<br />of Trust.
<br />FURTHER ASSURANCES; ATTORNEY -IN -FACT. The following provisions relating to further assurances and attorney -in -fact are a part of this
<br />Deed of Trust.
<br />Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or will cause to be
<br />made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or
<br />rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages,
<br />deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates,
<br />and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or
<br />preserve (a) the obligations of Trustor under the Note, this Deed of Trust, and the Related Documents, and (b) the liens and security interests
<br />created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by
<br />law or agreed to the contrary by Lender in writing, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the
<br />matters referred to in this paragraph.
<br />Attorney -in -Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of
<br />Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in -fact for the purpose
<br />of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to
<br />accomplish the matters referred to in the preceding paragraph.
<br />FULL PERFORMANCE. If Trustor pays all the Indebtedness, including without limitation all future advances, when due, and otherwise performs all
<br />the obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall
<br />execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents
<br />and the Personal Property. Any reconveyance fee required by law shall be paid by Trustor, if permitted by applicable law.
<br />DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ( "Event of Default ") under this Deed of Trust:
<br />Default on Indebtedness. Failure of Trustor to make any payment when due on the Indebtedness.
<br />Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or
<br />any other payment necessary to prevent filing of or to effect discharge of any lien.
<br />Compliance Default. Failure of Trustor to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the
<br />Note or in any of the Related Documents.
<br />False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Trustor under this Deed of Trust,
<br />the Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished.
<br />Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any
<br />collateral documents to create a valid and perfected security interest or lien) at any time and for any reason.
<br />insolvency. The dissolution or termination of Trustor's existence as a going business, the insolvency of Trustor, the appointment of a receiver
<br />for any part of Trustor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any
<br />proceeding under any bankruptcy or insolvency laws by or against Trustor.
<br />Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession
<br />or any other method, by any creditor of Trustor or by any governmental agency against any of the Property. However, this subsection shall not
<br />apply in the event of a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the foreclosure or
<br />forefeiture proceeding, provided that Trustor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim
<br />satisfactory to Lender.
<br />Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not remedied
<br />within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor
<br />to Lender, whether existing now or later.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
<br />dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
<br />Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or
<br />performance of the Indebtedness is impaired.
<br />Insecurity. Lender in good faith deems itself insecure.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option,
<br />may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
<br />Acceleration upon Default; Additional Remedies. If any event of default occurs as per the terms of the Note secured hereby, Lender may
<br />declare all Indebtedness secured by this Deed of Trust to be due and payable and the same shall thereupon become due and payable without
<br />any presentment, demand, protest or notice of any kind. Thereafter, Lender may:
<br />(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without
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