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DEED OF TRUST
<br />Loan No: 1655695 (Continued) 200302086 Page 3
<br />and delivery of this Deed of Trust, shall be continuing In nature and shall remain In full force and effect until such time as Thestor's
<br />Indebtedness is paid In full.
<br />EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Deed of Trust:
<br />Existing Lien. The lien of this Deed of Trust securing the Indebtedness may be secondary and inferior to an existing lien. Truster
<br />expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such
<br />indebtedness, any default under the instruments evidencing such indebtedness, or any default under any security documents for such
<br />indebtedness.
<br />No Modification. Trustor shall not enter Into any agreement with the holder of any mortgage, deed of trust, or other security
<br />agreement which has priority over this Dead of Trust by which that agreement is modified amended, extended or renewed without
<br />the prior written consent of Lender. Trustor shall neither request nor accept any future advances under any such security agreement
<br />without the prior written consent of Lender.
<br />CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust:
<br />Proceedings. If any proceeding in condemnation is filed, Trustor shall promptly notify Lender in writing, and Trustor shall promptly
<br />take such steps as may be necessary to defend the action and obtain the award. Trustor may be the nominal party in such
<br />proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own
<br />choice, and Trustor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by
<br />Lender from time to time to permit such participation.
<br />Application of Not Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or
<br />purchase In lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied
<br />to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of
<br />all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation.
<br />IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental
<br />taxes, fees and charges are a part of this Deed of Trust:
<br />Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust
<br />and take whatever other action Is requested by Lender to perfect and continue Lender's lien on the Real Property. Trustor shall
<br />reimburse Lender for all taxes, as described below, together with all expenses incurred In recording, perfecting or continuing this Deed
<br />of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of
<br />Trust.
<br />Taxes. The following shall constitute taxes to which this section applies: 111 a specific tax upon this type of Dead of Trust or upon
<br />all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Trustor which Trustor is authorized or
<br />required to deduct from payments on the Indebtedness secured by this type of Deed of Trust: 131 a tax on this type of Deed of Trust
<br />chargeable against the Lender or the holder of the Note; and (at a specific tax on all or any portion of the Indebtedness or on
<br />payments of principal and interest made by Trustor.
<br />Subsequent Taxes. If any tax to which this section applies Is enacted subsequent to the date of this Deed of Trust, this event shall
<br />have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as
<br />provided below unless Trustor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above In the
<br />Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.
<br />SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Dead of Trust as a security agreement are a
<br />purl of this Deed of Trust:
<br />Security Agreement. This instrument shall c nstitute a Security Agreement to the extent any of the Property constitutes fixtures, and
<br />Lender shall have all of the rights of a secured party under the Uniform Commercial Cade as amended from time to time.
<br />Security Interest. Upon request by Lender, Trustor shall execute financing statements and take whatever other action is requested by
<br />Lender to perfect and continue Lender's security interest in the Personal Property. In addition to recording this Deed of Trust in the
<br />real property records, Lender may, at any time and without further authorization from Trustor, file executed counterparts, copies or
<br />reproductions of this Deed of Trust as a financing statement. Trustor shall reimburse Lender for all expenses incurred in perfecting or
<br />continuing this security interest. Upon default, Trustor shall not remove, sever er detach the Personal Property from the Property.
<br />Upon default Trustor shall assemble any Personal Property not affixed to the Property In a manner and at a place reasonably
<br />convenient to Trustor and Lender and make It available to Lender within three 131 days after receipt of written demand front Lender to
<br />the extent permitted by applicable law.
<br />Addresses. The mailing addresses of Trustor (debtor) and Lender (secured partyl from which information concerning the security
<br />interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first
<br />page of this Decd of Trust.
<br />FURTHER ASSURANCES; ATTORNEY -IN -FACT. The following provisions relating to further assurances and attorney in fast are a part of
<br />Th,,, Dead 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
<br />to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed recorded.
<br />refried, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all
<br />surh mortgages, cards of trust security deeds, security agreements, financing statements, continuation statements, instruments of
<br />lather assurance, certificates, and other documents as may, In the sole opinion of Lender, benecessary or desirable in order to
<br />effectuate, complete, perfect continue, or preserve (1) Theater's obligations under the Nate, this Deed of Trust and the Related
<br />Documents, and 121 the liens and security Interests created by this Dead of Trust on the Property, whether now owned or hereafter
<br />acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor shall reimburse Lender for all costs
<br />and expenses incurred In connection with the matters referred to In this Fougaph.
<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
<br />of Trustor and at Trusters expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in -fact for
<br />the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, In Lender's
<br />sole opinion, to accomplish the matters referred to in the preceding paragraph.
<br />FULL PERFORMANCE. If Trustor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Trustor
<br />under this Dead of Trust, Lender shall exrcuts and deliver to Trustee a request for full reconvoyance and shall execute and deliver to
<br />Thuslor suitable statements of termination of any financing statement on file evidencing Lender's security interest In the Rents and the
<br />Personal Property. Any reconveyance fee required by law shall be paid by Trustor, if permitted by applicable law.
<br />EVENTS OF DEFAULT. At Lender's option, Truster will be in default under this Deed of Trust it any of the following happen:
<br />Payment Default. Truster fails to make any payment when due under the Indebtedness.
<br />Break Other Promises. Trustor breaks any promise made to Lender or fails to perform promptly at the time and strictly in the manner
<br />provided in this Deed of Trust or In any agreement related to this Deed of Trust.
<br />Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note
<br />or in any of the Related Documents. If such a failure is curable and if Truster has not been given a notice of a breach of the same
<br />provision of this Dead of Trust within the preceding twelve 112) months, it may be cured (and no Event of Default will have occurred)
<br />if Trustor, after Lender sends written notice demanding cure of such failure: (a) cures the failure within fifteen T 5) days; or IT) If the
<br />cure requires more than fifteen 1151 days, immediately initiates steps sufficient to cure the failure and thereafter continues and
<br />completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
<br />Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or
<br />m.,uranec, or any other payment necessary to prevent filing of or to effect dlschargo of any on
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