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200505 595
<br />THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
<br />SECURES ALL CONTRACTUAL ADVANCES, WHETHER CONTAINED HEREIN OR
<br />OTHERWISE, THAT MAY BE MADE BY THE BENEFICIARY TO THE GRANTOR
<br />HEREIN, OR ANY FUTURE CONTRACTUAL OBLIGATIONS, WHETHER
<br />CONTAINED HEREIN OR OTHERWISE, OF GRANTOR TO BENEFICIARY UP TO A
<br />TOTAL AMOUNT OF $1,910,500.00 PLUS INTEREST AT ANY TIME.
<br />DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
<br />THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY
<br />AGREEMENT made effective as of the date set forth on the cover page hereof, between the
<br />entity identified as Grantor on the cover page hereof, having an office at the address set forth on
<br />the cover page hereof (hereinafter referred to as "Grantor ") and the person identified as Trustee
<br />on the cover page hereof, having an office at the address set forth on the cover page hereof
<br />(hereinafter referred to as "Trustee ") for the use and benefit of IRWIN FRANCHISE CAPITAL
<br />CORPORATION, an Indiana corporation, having an office at 2700 Westchester Avenue,
<br />Purchase, New York 10577 (hereinafter referred to as "Beneficiary ").
<br />WITNESSETH:
<br />WHEREAS, Grantor is the owner of a fee estate in the premises described in Exhibit A
<br />attached hereto (hereinafter referred to as the "Premises ");
<br />NOW THEREFORE, to secure the payment of an aggregate indebtedness in the
<br />amounts set forth on Exhibit B (hereinafter collectively referred to as the "Loan "), lawful money
<br />of the United States of America, to be paid with interest and periodic charges (said indebtedness,
<br />interest, periodic charges and all other sums which may or shall become due hereunder being
<br />hereinafter collectively referred to as the "Debt ") as evidenced by (i) a certain Secured
<br />Promissory Note or Notes (hereinafter collectively referred to as the "Note ") relating to the
<br />acquisition of the Premises and the construction of a Ruby Tuesday's restaurant designated as
<br />store No. 7249 and having a property address of 3429 West 13`h Street, Grand Island, Nebraska
<br />(hereinafter referred to as the "Store "), thereon, each given by Grantor to Beneficiary and in the
<br />amounts more particularly described on the attached Exhibit B, and as secured by (ii) a certain
<br />Loan Agreement and a certain Loan and Security Agreement entered into between Grantor and
<br />Beneficiary (hereinafter collectively referred to as the "Securily Agreement "), Grantor has given,
<br />granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed and assigned, and by these
<br />presents does give, grant, bargain, sell, alien, enfeoff, convey, confirm and assign unto Trustee in
<br />trust forever all right, title and interest of Grantor now owned, or hereafter acquired, in and to the
<br />following property, rights and interests (such property, rights and interests being hereinafter
<br />collectively referred to as the "Trust Property "):
<br />(a) the Premises;
<br />(b) all buildings and improvements now or hereafter located on the Premises
<br />(hereinafter referred to as the "Improvements");
<br />CLT 837349v1
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