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200505400 The TRUSTOR absolutely and irrevocably grants, transfers and assigns to BENEFICIARY the rents, income, issues, and profits of all property covered by this Deed of Trust. FOR THE PURPOSE OF SECURING: 1. Payment of the principal sum of Three Million Eight Hundred Fifty Thousand and rho hundredths ($3,850,000.00) Dollars evidenced by promissory notes dated June, 2005 (collectively, the "PROMISSORY NOTE ") issued by Legacy Communciations, LLC (the "MAKER ", and when TRUSTOR is referred to as a maker of a PROMISSORY NOTE, TRUSTOR is sometimes herein referred to as MAKER) and payable to the order of BENEFICIARY, together with interest thereon, late charges, and prepayment bonuses according to the terms of the PROMISSORY NOTE and all renewals, extensions, and modifications thereof. 2. Performance, discharge of and compliance with every obligation, covenant, and agreement of MAKER and TRUSTOR incorporated by reference or contained herein or in any other security agreement or deed of trust at any time given to secure any indebtedness hereby secured, or any part thereof. 3. Payment of all fees and charges of BENEFICIARY, whether or not set forth herein. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS: Title: That it is the equitable owner of title to SUCH PROPERTY, and will forever warrant and defend the title thereto against the claims and demands of all persons whosoever; that it will, at its expense, maintain and preserve the lien of this Deed of Trust as a lien upon SUCH PROPERTY. Prior Liens: To pay any interest on and maturing installments of principal due on any prior mortgage or deed of trust, and to perform all things required of him under the terms and conditions of any prior mortgage or deed of trust. BENEFICIARY may, but shall not be obligated to, make any payment or perform any other act or obligation required of TRUSTEE or TRUSTOR by any such prior mortgage or deed of trust. Any amount so paid or expended by BENEFICIARY shall be immediately repayable to BENEFICIARY together with interest as herein provided. Maintenance: To keep SUCH PROPERTY in good condition and repair; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay, when due, all claims Page 2 of 12 #MGWL_265882_3.DOC