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<br />THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
<br />RENTS AND FIXTURE FILING .(this "Securi Instrument") as described on Schedule A
<br />attached hereto and made a part hereof, dated as of December 30, 2009 (the "Effective Date"), is
<br />made by HVSL1, LLC, a Delaware limited liability company (together with its permitted assigns
<br />hereunder, "Borrower"), having its principal office c/o The BentleyForbes Group, LLC, 10250
<br />Constellation Boulevard, Los Angeles, California 900G7, to MANUFACTURERS AND
<br />TRADERS TRUST COMPANY, as trustee ("Lender") pursuant to the Declaration of Trust
<br />dated as of the date hereof {the "Declaration"), having its principal place of business at One
<br />M&T Plaza, Buffalo, New York 14203.
<br />WITNESSETH:
<br />To secure the payment of an indebtedness in the principal sum of $1,478;543.34, in lawful
<br />money of the United States of America, to be paid with interest according to the terms of that
<br />certain Secured Note dated as of even date herewith, with a maturity date of December 30, 2029
<br />made by Borrower to Lender (such note together with all extensions, renewals or modifications
<br />thereof being hereinafter collectively called the "Note") and all other Debt (hereinafter defined),
<br />Borrower has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed,
<br />confirmed, pledged, assigned, and hypothecated and by these presents does hereby mortgage,
<br />give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, assign and hypothecate unto
<br />Richard C. Refer, a member of the Nebraska State Bar Association, whose mailing address is
<br />3800 VerMaas Place, Suite 200, Lincoln, Nebraska 68502, as deed of trust trustee ("Trustee")
<br />IN TRUST WITH THE POWER OF SALE for the benefit and security of the Lender the
<br />Premises (as defined herein) which is described in Exhibit A attached hereto and the buildings,
<br />structures, fixtures (except "trade fixtures" and other equipment of the character described in
<br />paragraph 17 of the Lease (hereinafter defined) not owned by Borrower), additions,
<br />enlargements, extensions, modifications, repairs, replacements and improvements now or
<br />hereafter located thereon (the "Improvements");
<br />TOGETHER WITH: all right, title, interest and estate of Borrower in the following described
<br />property, being hereinafter described are collectively referred #o herein as the "Mort~a~ed
<br />Pro a ") subject, however, to the Permitted Exceptions (as hereinafter defined):
<br />(a) all that certain real property described on Exhibit A attached hereto and
<br />incorporated herein by this reference (the "Premises"), together with all of the
<br />easements, rights, privileges, franchises, tenements, hereditaments and
<br />appurtenances now or hereafter thereunto belonging or in any way appertaining
<br />and all of the estate, right, title, interest, claim and demand whatsoever of
<br />Borrower therein or thereto, either at law or in equity, in possession or in
<br />expectancy, now or hereafter acquired;
<br />(b) all easements, rights-of--way, strips and gores of land, streets, ways, alleys,
<br />passages, sewer rights, water, water courses, water rights and powers, air rights
<br />and development rights, and all estates, rights, titles, interests, privileges, liberties,
<br />tenements, hereditaments and appurtenances of any nature whatsoever, in any
<br />way belonging, relating or pertaining to the Mortgaged Property and the reversion
<br />15452968.2
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