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<br />payment to Beneficiary in cash of the entire Debt, and (y) the date upon which Beneficiary, its
<br />nominee or wholly owned subsidiary acquires possession of the Trust Property by foreclosure of
<br />this Deed of Trust, a sale of the Trust Property pursuant to the provisions of this Deed of Trust,
<br />acceptance of a deed or assignment in lieu of foreclosure or sale or otherwise. Except as
<br />hereinabove specifically provided to the contrary in this paragraph, the obligations and liabilities
<br />of Grantor under this paragraph shall survive and continue in full force and effect and shall not
<br />be terminated, discharged or released, in whole or in part, irrespective of whether the Debt has
<br />been paid in full and irrespective of any foreclosure of this Deed of Trust, sale of the Trust
<br />Property pursuant to the provisions of this Deed of Trust or acceptance by Beneficiary, its
<br />nominee or wholly owned subsidiary of a deed or assignment in lieu of foreclosure or sale and
<br />irrespective of any other fact or circumstance of any nature whatsoever.
<br />9. Estoppel Certificates. Grantor, within ten (10) days after request by Beneficiary
<br />and at its expense, will furnish Beneficiary with a statement, duly acknowledged and certified,
<br />setting forth the amount of the Debt and the offsets or defenses thereto, if any.
<br />10. Transfer or Encumbrance of the Trust Propert y_. No part of the Trust Property nor
<br />any interest of any nature whatsoever therein nor any interest of any nature whatsoever in
<br />Grantor (whether partnership, stock, equity, beneficial, profit, loss or otherwise) shall in any
<br />manner be further encumbered, sold, transferred, assigned or conveyed, or permitted to be
<br />further encumbered, sold, transferred, assigned or conveyed without the prior consent of
<br />Beneficiary, which consent shall not be unreasonably withheld by Beneficiary. The provisions
<br />of the foregoing sentence of this paragraph shall apply to each and every such further
<br />encumbrance, sale, transfer, assignment or conveyance, regardless of whether or not Beneficiary
<br />has consented to, or waived by its action or inaction its rights hereunder with respect to, any such
<br />previous further encumbrance, sale, transfer, assignment or conveyance, and irrespective of
<br />whether such further encumbrance, sale, transfer, assignment or conveyance is voluntary, by
<br />reason of operation of law or is otherwise made. Notwithstanding the foregoing, Douglas Daize
<br />and RT Omaha Holdings, LLC, each member- owners of the Borrower, shall be permitted to sell,
<br />transfer, assign or convey any amount of their respective ownership holding in Grantor, to each
<br />other, or to Ruby Tuesday, Inc. without the consent of Beneficiary.
<br />11. Notice. Any notice, request, demand, statement, authorization, approval or
<br />consent made hereunder shall be in writing and shall be sent in the manner specified in the
<br />Security Agreement.
<br />12. Sale of Trust Property. If this Deed of Trust is foreclosed, the Trust Property, or
<br />any interest therein, may, at the discretion of Beneficiary, be sold in one or more parcels or in
<br />several interests or portions and in any order or manner.
<br />13. Changes in Laws Regarding Taxation. In the event of the passage after the date
<br />of this Deed of Trust of any law of the State in which the Premises are located deducting from
<br />the value of real property for the purpose of taxation any lien or encumbrance thereon or
<br />changing in any way the laws for the taxation of deeds of trusts or debts secured by deeds of trust
<br />for state or local purposes or the manner of the collection of any such taxes, and imposing a tax,
<br />either directly or indirectly, on this Deed of Trust, the Note, or the Debt, Grantor shall, if
<br />CLT 837349v1
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