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-2- 200004084 THIS LEASEHOLD DEED OF TRUST SECURES OBLIGATORY ADVANCES TO BE OBTAINED FOR COMMERCIAL PURPOSES LEASEHOLD DEED OF TRUST Maximum Principal Amount $75,000,000.00 THIS LEASEHOLD DEED OF TRUST (the "Deed of Trust ") made as of this � day of September, 1999, by LONG JOHN SILVER'S RESTAURANTS, INC., a Kentucky corporation, with a mailing address of P.O. Box 11988, Lexington, Kentucky 40579 -1988 (hereinafter referred to as "Trustor ") to the Trustee or Trustees set forth on Schedule 1 attached hereto and at such address set forth therein (the "Trustee ", whether one or more) to secure obligations now or hereafter owing from Trustor and Long John Silver's, Inc., a Delaware corporation (referred to herein as "LJS ") (Trustor and LJS shall be hereinafter referred to collectively as the 'Borrowers ") to THE PROVIDENT BANK, AS AGENT, a banking corporation with a mailing address of One East Fourth Street, Cincinnati, Ohio 45202 grantee for indexing purposes (hereinafter, together with its successors and assigns called "Beneficiary"). All capitalized terms used herein shall have the meaning assigned to them in the Loan and Security Agreement dated as of September 1, 1999 (together with all amendments, modifications or substitutions thereof, shall hereinafter be referred to as the "Loan Agreement ") unless the context hereof requires otherwise. If more than one Trustee is appointed hereby, either of such Trustees may act hereunder and, where the context reflects, action which is to be taken by the "Trustee" shall mean action taken by either Trustee, which shall be binding or all Trustees then appointed, and their respective successor and substitute Trustee's hereunder. WHEREAS, pursuant to the terms of the Loan Agreement, by and among Borrowers, and various other lending institutions described therein (Beneficiary and the various other lending institutions and their respective successors and assigns shall hereinafter be referred to as the "Lenders ") all with a post office address of One East Fourth Street, Cincinnati, Hamilton County, Ohio 45202, the Lenders have agreed to make a certain loans listed on Schedule 2 attached hereto (hereinafter referred to as the "Loans "). WHEREAS, pursuant to the terms of the Loan Agreement, Borrowers, in connection with the Loans have executed and delivered to Lenders certain promissory notes listed on Schedule 2 attached hereto, dated as of the date hereof (these promissory notes, together with any renewals, extensions or modifications thereof and all notes issued in substitution or replacement therefor shall hereinafter be referred to as the "Notes "); and LEASEHOLD DEED OF TRUST 692960.5