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DEED OF TRUST
<br />(Continued) 200212568 Page
<br />any materials are supplied to no Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of Me work,
<br />services, or materials. Truster will upon request of Lender furnish to Lender advance assurances satisfactory to Lender Mat Truster can and
<br />will pay the cost of such improvements.
<br />PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a pan of this Dead of Trust.
<br />Maintenance of Insurance. Truster shall procure and maintain policies of fire insurance with standard extended coverage endorsements on
<br />a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of
<br />any coinsurance clause, and with a standard mortgagee clause in favor of Lender, together with such other hazard and liability insurance as
<br />Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued
<br />by a company or companies reasonably acceptable to Lender. Truster, upon request of Lender, will deliver to Lender from time to time the
<br />policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished
<br />without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that
<br />coverage in favor of Lender will not be impaired in any way by any act, omission or default of Truster or any other person. Should Me Real
<br />Property be located in an area designated by Me Director of the Federal Emergency Management Agency as a special Hood hazard area,
<br />Truster agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender Mat the Property is
<br />located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,
<br />up to Me maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such
<br />insurance for the term of the loan.
<br />Application of Proceeds. Truster shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if
<br />Truster fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election,
<br />receive and retain the proceeds of any insurance and apply the proceeds to Me reduction of the Indebtedness, payment of any lien affecting
<br />me Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Trustor shall
<br />repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such
<br />expenditure, pay or reimburse Truster from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this
<br />Dead of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the
<br />repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued
<br />interest, and the remainder, if any, shall be applied to the principal balance of the Intlebtetlness. If Lender holds any proceeds after payment
<br />in full of the Indebtedness, such proceeds shall be said to Trustor as Trustor 'a interests may appear.
<br />Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is in effect, compliance
<br />with the insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the
<br />insurance provisions under this Dead of Trust, to the extent compliance with Me terms of this Deed of Trust would constitute a duplication of
<br />insurance requirement. If any proceeds from the insurance become payable on loss, the provisions in this Deed of Trust for division of
<br />proceeds shall apply only to that portion of the proceeds net payable to the holder of the Existing Intlebtetlness,
<br />LENDER'S EXPENDITURES. If Trustor fails (A) to keep Me Property free of all taxes, liens, security interests, encumbrances, and ether claims,
<br />(B) to provide any required insurance on to Property, (C) to make repairs to the Property or to comply with any obligation to maintain Existing
<br />Indebtedness in good standing as required below, then Lender may do so. If any action or proceeding is commenced that would materially affect
<br />Lender's interests in the Property, then Lender on Trustor's behalf may, but is not required to, take any action that Lender believes to be
<br />appropriate to protect Lender's interests. All expenses incurred or paid by Lender for such purposes will then bear interest at the rate charged
<br />under the Credit Agreement from the date incurred or paid by Lender to Me date of repayment by Trustor. All such expenses will become a part
<br />of the Indebtedness and, at Lender's option, will (A) be payable on demand, (B) be added to the balance of the Credit Agreement and be
<br />apportioned among and be payable with any installment payments to become due during either (1) me term of any applicable insurance policy;
<br />or (2) the remaining term of the Credit Agreement; or (C) be treated as a balloon payment which will be due and payable at the Credit
<br />Agreement's maturity. The Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition
<br />to any other rights or any remedies to which Lender may be entitled on account of any default. Any such action by Lender shall not be construed
<br />as curing the default so as to bar Lender from any remedy that it otherwise would have had.
<br />WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deetl of Trust:
<br />Title. Truster warrants that: (a) Trustor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and
<br />encumbrances other than those set form in the Real Property description or in the Existing Indebtedness section below or in any title
<br />insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b)
<br />Trustor has no full right, power, and authority to execute and deliver this Dead of Trust to Lentler.
<br />Defense of Title. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to Me Property against
<br />the lawful claims of all persons. In me event any action or proceeding is commenced that questions Truster's title or the interest of Trustee or
<br />Lender under this Dead of Trust, Trustor shall defend me action at Trustor's expense. Trustor may be the nominal party in such proceeding,
<br />but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and
<br />Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such
<br />participation.
<br />Compliance With Laws. Trustor warrants that the Property and Theater's use of the Property complies with all existing applicable laws,
<br />ordinances, and regulations of governmental authorities.
<br />Survival of Promises. All promises, agreements, and statements Trustor has made in this Deed of Trust shall survive the execution and
<br />delivery of this Deed of Trust, shall be continuing in nature and shall remain in full force and effect until such time as Trustee's Indebtedness
<br />is paid in full.
<br />EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of his Dead of Trust:
<br />Existing Lien. The lien of this Deed of Trust securing the Indebtedness may he secondary and inferior to the lien securing payment of an
<br />existing obligation. The existing obligation has a current principal balance of approximately $61,950.00. Trustor expressly covenants and
<br />agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such indebtedness, any default under the
<br />instruments evidencing such iidebtetlness, or any default under any security documents for such indebtedness.
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