Commercial Deed of Trust

Comprehensive Commercial Deed of Trust and Security Agreement

To the Recording Clerk of , :

The real property described herein is situated in the

, , :

Prepared By and Record And Return To:

DEED OF TRUST AND SECURITY AGREEMENT (this Deed of Trust) made as of , by , a corporation, having an office at hereinafter called Trustor, in favor of , hereinafter called the Trustee, whose address is , Trustee for the benefit of , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Beneficiary.

Whereas, Trustor has executed and delivered to Beneficiary that certain Promissory Note dated the date hereof made by Trustor and payable to Beneficiary in the original principal amount of , lawful money of the United States, the final payment of which, if not sooner paid, is due and payable not later than , the Maturity Date of said Note.

GRANTING CLAUSES

GRANTING CLAUSE ONE

NOW, THEREFORE, WITNESSETH, that in consideration of the sum of Ten Dollars ($10.00) this day paid and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged and in order to secure the Obligations, Trustor hereby grants, conveys and warrants unto Trustee, in trust, with power of sale, the property, both real and personal, hereinafter described as all that tract or parcel of land more particularly described in Exhibits A attached hereto and made a part hereof (the Land).

GRANTING CLAUSE TWO

TOGETHER WITH, any and all buildings and improvements now or hereafter located or erected on the Land, including machinery, apparatus, equipment and fixtures, and all renewals and replacements thereof, collectively the Improvements, and the Land and Improvements are herein collectively called the Premises.

GRANTING CLAUSE THREE

TOGETHER WITH, all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, air rights, development rights and credits and appurtenances, including the Agreement, Easements, Rights of Way and Leases described as Exhibit A.

DEFINITIONS

As used in this Deed of Trust, the following terms shall have the meanings specified below:

Assignment shall mean the Assignment of Leases, Rents, Income and Cash Collateral dated the date hereof from Trustor, as assignor, to Beneficiary, as assignee, relating to the Land.

Code shall have the meaning set forth in Granting Clause Twelve hereof.

Obligations shall mean the amounts secured by the Note and other Loan Documents.

ARTICLE I - Covenants and Agreements

1.1 Payment of Obligations. Trustor shall pay when due and shall perform the Obligations as provided herein.

1.2 Payment of Taxes, Assessments, Etc.

A. Impositions. Trustor shall pay when due and payable all taxes, assessments, water and sewer rents, rates and charges, and all other governmental charges upon the Secured Property.

B. Installments. If by law any Impositions may at the option of the taxpayer be paid in installments, Trustor may exercise such option.

C. Receipts. Trustor, upon request of Beneficiary, will furnish receipts or other evidence of payment.

D. Evidence of Payment. Trustor agrees to pay Beneficiary costs incurred in obtaining evidence satisfactory to Beneficiary that payment is current.

E. Payment by Beneficiary. If Trustor fails to pay any Imposition, Beneficiary may pay the same and Trustor will repay on demand.

F. Change in Law. Trustor shall bear and pay the full amount of taxes imposed by a change in law affecting the Obligations.

1.3 Insurance.

A. Extended Coverage. Trustor shall keep the Personal Property and Improvements insured against loss or damage.

B. Separate Insurance. Trustor shall not carry separate concurrent insurance.

C. Insurers; Policies. All insurance policies shall be issued by financially responsible insurers approved by Beneficiary.

D. Beneficiary's Right to Provide Coverage. If Trustor fails to maintain insurance, Beneficiary may procure such insurance.

E. Damage or Destruction. After any casualty, Beneficiary shall have the option to apply insurance proceeds to the Obligations or to restoration.

F. Trustor’s Use of Proceeds.

If more than 25% of the premises is destroyed, proceeds may be made available for repair and restoration subject to Beneficiary’s conditions.

1.4 Escrow Deposits. Trustor will deposit monthly amounts for taxes and insurance with Beneficiary or its designee.

1.5 Care and Use of Premises.

A. Maintenance and Repairs. Trustor shall keep the Secured Property in good order and condition and make all necessary repairs.

B. Standard of Repairs. Repairs shall be made with new first-class materials and in a workmanlike manner.

C. Notice to Beneficiary. Trustor will notify Beneficiary promptly of any damage to the Secured Property in excess of

D. Removal of Equipment. Trustor may remove obsolete equipment and replace it with equivalent equipment.

E. Compliance with Laws and Insurance. Trustor shall comply with all applicable laws and not permit prohibited conditions on the property.

F. Hazardous Materials.

Trustor indemnifies Beneficiary against losses related to Hazardous Materials claims and shall maintain the Secured Property in compliance with environmental laws.

G. Compliance With Instruments of Record. Trustor shall perform and observe all terms of instruments of record affecting the Secured Property.

H. Alteration of Secured Property. Trustor will not alter the Improvements without Beneficiary’s prior written consent.

I. Parking. Trustor shall maintain required parking spaces on the Land.

J. Entry on Secured Property. Beneficiary may enter and inspect the Secured Property at reasonable times.

L. Mechanic's Liens. Trustor will discharge or bond all lawful claims of mechanics and materialmen.

M. Use of Secured Property by Trustor. The Secured Property shall be used principally as a first-class office building development.

N. Use of Secured Property by Public. Trustor shall not permit public use that impairs title or creates adverse claims.

O. Management. Management of the Premises shall be satisfactory to Beneficiary.

1.6 Financial Information.

A. Audit. Trustor shall furnish annual audited financial statements within 120 days after each fiscal year end.

B. Right to Inspect Books and Records. Beneficiary may inspect books, records, and supporting data.

1.7 Condemnation.

A. Beneficiary's Right to Participate in Proceedings. Beneficiary may participate in condemnation proceedings and receive awards.

B. Application of Condemnation Award. Beneficiary may apply awards to the Obligations or restoration.

1.8 Leases.

A. Performance of Lessor's Covenants. Trustor shall faithfully perform all covenants under existing and future Leases.

B. Notice of Default. Trustor will give Beneficiary immediate notice of any default or termination notice from any Lessee.

C. Representations Regarding Leases. Trustor represents the Leases are valid and subordinate to this Deed of Trust.

D. Covenants Regarding Leases. Trustor shall not modify, cancel, or assign Leases without Beneficiary’s consent.

E. Application of Rents. Trustor shall apply rents and profits first to Obligations and then to operating expenses.

1.9 Assignment of Leases, Rents, Income, Profits and Cash Proceeds.

A. Assignment; Discharge of Obligations. Trustor assigns to Beneficiary all Leases and rents and appoints Beneficiary attorney-in-fact to collect sums due.

B. Entry Onto Secured Property. Upon Event of Default, Beneficiary may enter and manage the Secured Property.

C. License to Manage Secured Property. So long as no default exists, Trustor has a revocable license to manage the Secured Property.

D. Delivery of Assignments. Trustor shall deliver duplicate originals of Leases and related information upon request.

E. Indemnity. Trustor releases Beneficiary from liability arising from management or collection of rents.

1.10 Further Assurances.

A. General; Appointment of Attorney-in-Fact. Trustor shall execute all instruments necessary to effectuate the Loan Documents.

B. Statement Regarding Obligations. Trustor shall furnish a written statement of unpaid principal and interest upon request.

C. Additional Security Instruments. Trustor shall execute additional security instruments and financing statements as requested.

1.11 Further Sales or Encumbrances.

A. Continuing Ownership and Management. Continuous ownership and management by Trustor is material to the transaction.

B. Transfer or Encumbrance of Secured Property. Trustor shall not transfer or encumber the Secured Property without Beneficiary’s written consent.

C. Acceleration of Obligations. An unconsented Transfer may cause acceleration of the Obligations.

1.12 Expenses.

A. Trustee's Costs and Expenses. Trustor shall pay all costs and expenses of Trustee.

B. Protection of Security; Costs and Expenses. Trustor shall reimburse Beneficiary for reasonable attorneys’ fees and costs incurred in protecting the security.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

Trustor makes the following representations and warranties:

2.1 Warranty of Title. Trustor is lawfully seized and possessed of the Secured Property and has full power to grant and convey it.

2.2 Ownership of Improvements and Personal Property. All Improvements and Personal Property are owned by Trustor free of encumbrances except as disclosed.

2.3 No Pending Material Litigation or Proceeding; No Hazardous Materials.

A. Proceedings Affecting Trustor. There are no pending or threatened actions materially affecting Trustor.

B. Proceedings Affecting Secured Property. There are no proceedings affecting the Secured Property or the validity of the Loan Documents.

C. No Hazardous Materials. Trustor represents that no Hazardous Materials have been placed or used on the Secured Property in violation of law.

D. No Litigation Regarding Hazardous Materials. No litigation regarding Hazardous Materials has been brought or threatened.

2.4 Valid Organization, Good Standing and Qualification of Trustor. Trustor is duly organized and existing under the laws of the State of

2.5 Authorization; No Legal Restrictions on Performance. The Loan Documents are valid and enforceable obligations of Trustor.

2.6 Compliance with Laws. Trustor has complied with applicable statutes, rules, and regulations.

2.7 Tax Status. Trustor has filed all required tax returns and paid all taxes due.

2.8 Absence of Foreign or Enemy Status. Trustor is not a designated foreign country person.

2.9 Federal Reserve Board Regulations. Trustor does not use loan proceeds in violation of federal reserve regulations.

2.10 Investment Company Act and Public Utility Holding Company Act. Trustor is not an investment company or holding company.

2.11 Exempt Status of Transactions and Representations Relating Thereto. Trustor has not offered the loan to anyone other than Beneficiary.

2.12 Employee Benefit Plans.

A. Employee Benefit Plans have not engaged in prohibited transactions.

B. None of the Employee Benefit Plans has been terminated since .

C. Present value of vested benefits does not exceed asset value to a materially adverse extent.

D. The loan transaction will not involve any prohibited transaction.

ARTICLE III - Events of Default

A. If default shall be made in the payment of any installment of principal, interest, or other sum due.

B. If Trustor fails to perform or observe any term, provision, covenant or agreement in the Loan Documents.

C. If any warranty, representation, certification, financial statement or other information proves materially false.

D. If Trustor applies for or consents to receivership, bankruptcy, reorganization, or similar relief.

E. If Trustor assigns rents without Beneficiary’s consent or a Transfer occurs without consent.

ARTICLE IV - REMEDIES

4.1 Acceleration, Foreclosure, Etc. Upon an Event of Default, the Obligations may become immediately due and payable.

4.2 No Election of Remedies. Beneficiary may exercise any rights and remedies provided by law or agreement.

4.3 Beneficiary's Right to Release, etc. Beneficiary may release portions of the Secured Property as it deems appropriate.

4.4 Beneficiary's Right to Remedy Defaults, etc. Beneficiary may take action to protect its interest and recover related costs.

4.5 Waivers. Trustor waives certain rights to notice, valuation, redemption, and stay of execution.

4.6 Prepayment Charge. Trustor agrees to pay any prepayment charge required by the Note.

ARTICLE V - MISCELLANEOUS

5.1 Non-Waiver. Failure to insist on strict performance is not a waiver.

5.2 Sole Discretion of Beneficiary. Required consents are in Beneficiary's sole discretion.

5.3 Recovery of Sums Required To Be Paid. Beneficiary may recover sums as they become due.

5.4 Legal Tender. All payments shall be made in lawful money of the United States.

5.5 No Merger. Merger shall not terminate the security title or liens created hereby.

5.6 Discontinuance of Actions. If foreclosure proceedings are discontinued, rights are restored.

5.7 Headings. Headings are for convenience only.

5.8 Notice to Parties. Notices shall be in writing and sent to the addresses of the parties.

5.9 Non-Recourse. Beneficiary's rights are limited as stated, subject to specified carve-outs.

5.10 Successors and Assigns Included In Parties. Successors and assigns are bound and benefited.

5.11 Number and Gender. Singular includes plural and vice versa.

5.12 Changes and Modifications. Changes must be in a signed writing.

5.13 Applicable Law. This Deed of Trust and the other Loan Documents shall be governed by the laws of the State of .

5.14 Invalid Provisions to Affect No Others. Invalidity of any provision shall not affect the remainder.

5.15 Usury Savings Clause. The agreement shall conform to applicable usury laws.

5.16 No Statute of Limitations. Statute of limitations defenses are waived to the extent permitted.

5.17 Late Charges. If any installment is paid late, a late charge of shall become due.

5.18 Time of Essence. Time is of the essence.

5.19 Continuing Effectiveness. This Deed of Trust secures all advances, renewals, and extensions of the Obligations.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date and year first above written.

Acknowledgment

Attach Exhibits