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20030118; This Deed of Trust shall secure (a) the payment of the principal sum and interest evidenced by a promissory note(s) or credit agreement(s) as follows: Original Date of Principal Maturity Note(s) Makers) of Notes) Amo t(s) Date( j) January 29, 2003 Kristen Klein and Michelle Klein 762000 January , 2006 and any and all modifications, extensions and renewals thereof or thereto and any and all future advances and readvances to Borrower (or any of them if more than one) hereunder pursuant to one or more promissory notes or credit agreements (herein called "Note "); (b) the payment of other sums advanced by Lender to protect the security of the Note; (c) the performance of all covenants and agree- ments of Trustor set forth herein; and (d) all present and future indebtedness and obligations of Borrower (or any of them if more than one) to Lender whether direct, indirect, absolute or contingent and whether arising by note, guaranty, overdraft or otherwise. The Note, this Deed of Trust and any and all other documents that secure the Note or otherwise executed in connection therewith, including with- out limitation guarantees, security agreements and assignments of leases and rents, shall be referred to herein as the "Loan Instruments ". Trustor covenants and agrees with Lender as follows: 1. Payment of Indebtedness. All indebtedness secured hereby shall be paid when due. 2. Title. Trustor is the owner of the Property, has the right and authority to convey the Property, and warrants that the lien creat- ed hereby is a first and prior lien on the Property, except for liens and encumbrances set forth by Trustor in writing and delivered to Lender before execution of this Deed of Trust, and the execution and delivery of this Deed of Trust does not violate any contract or other obligation to which Trustor is subject. 3. Taxes, Assessments. To pay before delinquency all taxes, special assessments and all other charges against the Property now or hereafter levied. 4. Insurance. To keep the Property insured against damage by fire, hazards included within the term "extended coverage ", and such other hazards as Lender may require, in amounts and with companies acceptable to Lender, naming Lender as an additional named insured, with loss payable to the Lender. In case of loss under such policies, the Lender is authorized to adjust, collect and compromise, all claims thereunder and shall have the option of applying all or part of the insurance proceeds (i) to any indebtedness secured hereby and in such order as Lender may determine, (ii) to the Trustor to be used for the repair or restoration of the Property or (iii) for any other purpose or object satisfactory to Lender without affecting the lien of this Deed of Trust for the full amount secured hereby before such payment ever took place. Any applications of proceeds to indebtedness shall not extend or postpone the due date of any payments under the Note, or cure any default thereunder or hereunder. 5. Escrow. Upon written demand by Lender, Trustor shall pay to Lender, in such manner as Lender may designate, sufficient sums to enable Lender to pay as they become due one or more of the following: (i) all taxes, assessments and other charges against the Property, (it) the premiums on the property insurance required hereunder, and (iii) the premiums on any mortgage insurance required by Lender. 6. Maintenance, Repairs and Compliance with Laws. Trustor shall keep the Property in good condition and repair; shall promptly repair, or replace any improvement which may be damaged or destroyed; shall not commit or permit any waste or deteriora- tion of the Property; shall not remove, demolish or substantially alter any of the improvements on the Property; shall not commit, suffer or permit any act to be done in or upon the Property in violation of any law, ordinance, or regulation; and shall pay and promptly dis- charge at Trustor's cost and expense all liens, encumbrances and charges levied, imposed or accessed against the Property or any part thereof. 7. Eminent Domain. Lender is hereby assigned all compensation, awards, damages and other payments or relief (hereinafter "Proceeds ") in connection with condemnation or other taking of the Property or part thereof, or for conveyance in lieu of condemnation. Lender shall be entitled at its option to commence, appear in and prosecute in its own name any action or proceedings, and shall also be entitled to make any compromise or settlement in connection with such taking or damage. In the event any portion of the Property is so taken or damaged, Lender shall have the option in its sole and absolute discretion, to apply all such proceeds, after deducting therefrom all costs and expenses incurred by it in connection with such Proceeds, upon any indebtedness secured hereby and in such order as Lender may determine, or to apply all such Proceeds, after such deductions, to the restoration of the Property upon such con- ditions as Lender may determine. Any application of Proceeds to indebtedness shall not extend or postpone the due date of any pay- ments under the Note, or cure any default thereunder or hereunder. Any unapplied funds shall be paid to Trustor. 8. Performance by Lender. Upon the occurrence of an Event of Default hereunder, or if any act is taken or legal proceeding commenced which materially affects Lenders interest in the Property, Lender may in its own discretion, but without obligation to do so, and without notice to or demand upon Trustor and without releasing Trustor from any obligation, do any act which Trustor has agreed but failed to do and may also do any other act it deems necessary to protect the security hereof. Trustor shall, immediately upon demand therefor by Lender, pay to Lender all costs and expenses incurred and sums expended by Lender in connection with the exer- cise by Lender of the foregoing rights, together with interest thereon at the default rate provided in the Note, which shall be added to the indebtedness secured hereby. Lender shall not incur any liability because of anything it may do or omit to do hereunder. 9. Hazardous Materials. Trustor shall keep the Property in compliance with all applicable laws, ordinances and regulations relating to industrial hygiene or environmental protection (collectively referred to herein as "Environmental Laws "). Trustor shall keep the Property free from all substances deemed to be hazardous or toxic under any Environmental Laws (collectively referred to herein as "Hazardous Materials "). Trustor hereby warrants and represents to Lender that there are no Hazardous Materials on or under the Property. Trustor hereby agrees to indemnify and hold harmless Lender, its directors, officers, employees and agents, and any succes- sors to Lender's interest, from and against any and all claims, damages, losses and liabilities arising in connection with the presence , use, disposal or transport of any Hazardous Materials on, under, from or about the Property. THE FOREGOING WARRANTIES AND REPRESENTATIONS, AND TRUSTOR'S OBLIGATIONS PURSUANT TO THE FOREGOING INDEMNITY, SHALL SURVIVE RECONVEYANCE OF THIS DEED OF TRUST. 10. Assignment of Rents. Trustor hereby assigns to Lender, and grants Lender a security interest in, all present, future and after arising rents, issues and profits of the Property; provided that Trustor shall, until the occurrence of an Event of Default, hereunder, have the right to collect and retain such rents, issues and profits as they become due and payable. Upon the occurrence of an Event of Default, Lender may, either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter upon and take possession of the Property, or any part thereof, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or any part thereof or interest therein, or to increase the income therefrom or protect the security hereof and, with or without taking possession of the Property, sue for or otherwise collect the rents, issues and profits thereof, including those past due and unpaid, by notifying tenants to make payments to Lender. Lender may apply rents, issues and profits, less costs and expens- es of operation and collection including attorney's fees, to any indebtedness secured hereby, all in such order as Lender may deter- mine. The entering upon and taking possession of the Property, the collection of such rents, issues and profits, and the application thereof as aforesaid shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default and, notwithstanding the continuance in possession of the property or the collection, receipt and application of rents, issues or profits, Trustee and Lender shall be entitled to exercise every right provided for in any of the Loan Instruments or by law upon occurrence of any Event of Default, including without limitation the right to exercise the power of sale. Further, Lenders rights and remedies under this paragraph shall be cumulative with, and in no way a limitation on, Lender's rights and remedies under any assignment of leases and rents recorded against the Property. Lender, Trustee and the receiver shall be liable to account only for those rents actually received.