DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILING

EXHIBIT 10.6

ALLSTATE LIFE INSURANCE COMPANY
LOAN NO. 121977

DEED OF TRUST, ASSIGNMENT OF LEASES,

RENTS AND CONTRACTS, SECURITY AGREEMENT

AND

FIXTURE FILING

BETWEEN

ROYAL BODYCARE, INC., a Nevada corporation, AS TRUSTOR,

ROBIN R. GREEN, AS TRUSTEE

AND

ALLSTATE LIFE INSURANCE COMPANY, AS BENEFICIARY

DATED: March 16, 2001

LOAN AMOUNT: $3,000,000.00

PROPERTY ADDRESS:
2301 Crown Court
Irving, TX 75038

TABLE OF CONTENTS

DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS,
SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILING is made as of March 16, 2001, from ROYAL BODYCARE, INC., a Nevada corporation, whose mailing address is 2301 Crown Court, Irving, Texas 75038 (herein “Trustor”) to ROBIN R. GREEN , a Texas resident, whose mailing address is c/o Akin, Gump, Strauss, Hauer & Feld, L.L.P., 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201-4675 (herein “Trustee”), in favor of ALLSTATE LIFE INSURANCE COMPANY , an Illinois insurance corporation, whose mailing address is Allstate Plaza South, 3075 Sanders Road, Suite G5C, Northbrook, Illinois, 60062 (herein “Beneficiary”).

TRUSTOR, in consideration of the indebtedness herein recited and the trust herein created, hereby irrevocably grants, conveys, transfers and assigns to Trustee, its successors and assigns, in trust, with power of sale and right of entry and possession, all of Trustor’s estate, right, title and interest in, to and under that certain real property located in Dallas County, Texas, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”);

TOGETHER with all of Trustor’s now or hereafter acquired estate, right, title and interest in, to and under all buildings, structures, improvements and fixtures now existing or hereafter erected on the Land and all right, title and interest, if any, of Trustor in and to: the streets and roads, opened or proposed, abutting the Land to the center lines thereof, and strips within or adjoining the Land, the air space and right to use said air space above the Land, all rights of ingress and egress on or within the Land, all easements, rights and appurtenances thereto or used in connection with the Land, including, without limitation, all lateral support, alley and drainage rights, all revenues, income, rents, cash or security deposits, advance rental deposits, and other benefits thereof or arising from the use or enjoyment of all or any portion thereof (subject however to the rights and authorities given herein to Trustor to collect and apply such revenues, and other benefits), all interests in and rights, royalties and profits in connection with all minerals, oil and gas and other hydrocarbon substances thereon or therein, and water stock, all options to purchase or lease, all development or other rights relating to the Land or the operation thereof, or used in connection therewith, including all Trustor’s right, title and interest in all fixtures, attachments, partitions, machinery, equipment, building materials, appliances and goods of every nature whatever now or hereafter located on, or attached to, the Land, all of which, including replacements and additions thereto, shall, to the fullest extent permitted by law and for the purposes of this Deed of Trust, be deemed to be real property and, whether affixed or annexed thereto or not, be deemed conclusively to be real property; and Trustor agrees to execute and deliver, from time to time, such further instruments and documents as may be required by Beneficiary to confirm the legal operation and effect of this Deed of Trust on any of the foregoing. All of the foregoing property described in this section (the “Improvements”) together with the Land, shall be hereinafter referred to as the (“Property”).

TOGETHER with all of Trustor’s now existing or hereafter acquired right, title and interest in the following:

A. All equipment, fixtures, inventory, goods, instruments, appliances, furnishings, machinery, tools, raw materials, component parts, work in progress and materials, and all other tangible personal property of whatsoever kind, used or consumed in the improvement, use or enjoyment of the Property now or any time hereafter owned or acquired by Trustor, wherever located and all products thereof whether in possession of Trustor or whether located on the Property or elsewhere;

B. To the extent such general intangibles are assignable, all general intangibles relating to design, development, operation, management and use of the Property, including, but not limited to, (1) all names under which or by which the Property may at any time be owned and operated or any variant thereof, and all goodwill in any way relating to the Property and all service marks and logotypes used in connection therewith, (2) all permits, licenses, authorizations, variances, land use entitlements, approvals, consents, clearances, and rights obtained from governmental agencies issued or obtained in connection with the Property, (3) all permits, licenses, approvals, consents, authorizations, franchises and agreements issued or obtained in connection with the construction, use, occupation or operation of the Property, (4) all materials prepared for filing or filed with any governmental agency, and (5) the books and records of Trustor relating to construction or operation of the Property;

C. All shares of stock or partnership interest or other evidence of ownership of any part of the Property that is owned by Trustor in common with others, including all water stock relating to the Property, if any, and all documents or rights of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Property provided, however, that the foregoing shall not include any ownership interests in the Trustor;

D. All accounts, deposit accounts, tax and insurance escrows held pursuant to this Deed of Trust, accounts receivable, instruments, documents, documents of title, general intangibles, rights to payment of every kind, all of Trustor’s rights, direct or indirect, under or pursuant to any and all construction, development, financing, guaranty, indemnity, maintenance, management, service, supply and warranty agreements, commitments, contracts, subcontracts, insurance policies, licenses and bonds now or anytime hereafter arising from construction on the Land or the use or enjoyment of the Property to the extent such are assignable; and

E. All condemnation proceeds and insurance proceeds related to the Property.

TOGETHER with all additions to, substitutions for and the products of all of the above, and all proceeds therefrom, whether cash proceeds or noncash proceeds, received when any such property (or the proceeds thereof) is sold, exchanged, leased, licensed, or otherwise disposed of, whether voluntarily or involuntarily. Such proceeds shall include any of the foregoing specifically described property of Trustor acquired with cash proceeds. Together with, and without limiting the above items, all Goods, Accounts, Documents, Instruments, Money, Chattel Paper and General Intangibles arising from or used in connection with the Property, as those terms are defined in the Uniform Commercial Code from time to time in effect in the State of Texas. (All of the foregoing including such products and proceeds thereof, are collectively referred to as “Collateral”.)

Notwithstanding anything to the contrary set forth herein, it is agreed that the Property and Collateral described in and encumbered by this instrument specifically does not include, and the Beneficiary/Secured Party is neither granted nor shall it possess or claim, any interest in and to any of the following properties and/or assets of Trustor/Debtor (provided, however, that Trustor/Debtor hereby covenants and agrees that no pledges or security interests in respect to the following-described items shall be granted or encumber the following-described items other than purchase money security interests, vendor’s liens and/or first lien financing with respect to such items):

(a) Any and all furniture, trade fixtures, equipment, records, intangible property rights and other personal property of Trustor/Debtor which is not affixed to the Land or the Improvements (including, without limitation, the various items listed on Schedule 1 attached hereto and made a part hereof for all purposes);

(b) Any and all revenues and income earned, received and/or realized by Trustor/Debtor in the ordinary course of its business (as distinguished from any revenues or income received from the lease, sale or other transfer or conveyance of the Land or Improvements or either of same);

(c) All accounts and contract rights of Trustor/Debtor arising in the ordinary course of its business;

(d) All general intangibles of the Trustor/Debtor;

(e) All inventory of the Trustor/Debtor; and

(f) All leased furniture, trade fixtures, equipment and other leased personal property of Trustor/Debtor.

The personal property in which Beneficiary has a security interest includes goods which are or shall become fixtures on the Property. This Deed of Trust is intended to serve as a fixture filing pursuant to the terms of the applicable provisions of the Uniform Commercial Code of the State of Texas and Exhibit B attached hereto and made a part hereof. This filing is to be recorded in the real estate records of the appropriate city, town or county in which the Property is located. In that regard, the following information is provided:

Trustor warrants and agrees that there is no financing statement covering the foregoing Collateral, the Property, or any part thereof, on file in any public office.

TO HAVE AND TO HOLD the Property and Collateral hereby conveyed or mentioned and intended so to be, unto Trustee and to his substitutes or successors forever, and Trustor does hereby bind itself, its successors and assigns to warrant and forever defend, all and singular, the Property unto the Trustee, his successors and assigns against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Trustor, but not otherwise, subject only to the specific matters, if any, set forth on Exhibit C attached hereto.

HOWEVER, THIS IS A DEED OF TRUST, AND THIS CONVEYANCE IS MADE IN TRUST FOR THE FOLLOWING USES AND TRUST. AND FOR NO OTHER PURPOSES, AND FOR THE PURPOSE OF SECURWG, IN SUCH ORDER OF PRJOIUTY AS BENEFICIARY MAY ELECT:

A. The repayment of the indebtedness evidenced by that certain Mortgage Note (“Note”) of even date herewith with a maturity date of April 1, 2019 executed by Trustor and CLINTON I-I. HOWARD and payable to the order of Beneficiary, in the principal sum of THREE MILLION AND NO/IOU DOLLARS ($3,000,000.00) with interest thereon, as provided therein and all late charges, loan fees, commitment fees, Prepayment Premiums (as described in the Note), and all extensions, renewals, modifications, amendments and replacements thereof;

B. The payment of all other sums which may be advanced by or otherwise be due to Trustee or Beneficiary under any provision of this Deed of Trust or under any other instrument or document referred to in clause C. below, with interest thereon at the rate provided herein or therein;

C. The performance of each and every covenant and agreement of Trustor contained (1) herein, in the Note, or in any note evidencing a Future Advance (as hereinafter defined), and (2) in the obligations of Trustor upon any and all pledge or other security agreements, loan agreements, disbursement agreements, supplemental agreements (the foregoing shall not include the Commitment Letter between Trustor and Beneficiary), assignments (both present and collateral) and all instruments of indebtedness or security now or hereafter executed by Trustor in connection with any indebtedness referred to in clauses A., B., or D. of this section or for the purpose of supplementing or amending this Deed of Trust or any instrument secured hereby (all of the foregoing in this clause C., as the same may be amended, modified or supplemented from time to time, being referred to hereinafter as “Related Agreements”) and all costs and expenses, including reasonable attorneys’ fees actually incurred by Beneficiary with respect to all such documents, including, without limitation, the negotiation and drafting of any loan settlement or workout agreement; and

D. The repayment of any other loans or advances, with interest thereon, hereafter made to Trustor (or any successor in interest to Trustor as the owner of the Property or any part thereof) by Beneficiary when the promissory note evidencing the loan or advance specifically states that said note is secured by this Deed of Trust, together with all extensions, renewals, modifications, amendments and replacements thereof (herein and in the Related Agreements “Future Advance”).

ARTICLE 1
COVENANTS OF TRUSTOR

To protect the security of this Deed of Trust, Trustor covenants and agrees as follows:

Section 1.1 Performance of Obligations Secured . Trustor shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, the principal of and interest on any Future Advance, any Prepayment Premium and late charges provided for in the Note or in any note evidencing a Future Advance, and shall further perform fully and in a timely manner all other obligations of Trustor contained herein or in the Note or in any note evidencing a Future Advance or in any of the Related Agreements.

Section 1.2 Insurance . For all times during the period there remains any indebtedness under the Note, or any and all other indebtedness (including without limitation Future Advances) secured by this Deed of Trust, Trustor shall keep the Property insured against all risks or hazards as Beneficiary may require. Such insurance shall be in policy form, amount and coverage satisfactory to Beneficiary, including, but not limited to:

A. Fire and extended coverage property damage insurance, including, but not limited to all risk insurance, in an amount equal to the full replacement value of the Improvements, without coinsurance or deducting for depreciation, containing a waiver of subrogation clause and a deductible amount acceptable to Beneficiary;

B. Public liability insurance, in such form, amount and deductible satisfactory to Beneficiary, and naming Beneficiary c/o Beneficiary’s servicing agent, if any, as additional insured covering Beneficiary’s interest in the Property;

C. Business interruption or rent loss insurance endorsement in an amount at least equal to 100% of the sum of: annual debt service on the Note, the annual debt service on any other financing permitted by Beneficiary, ground rents, if any, and operating expenses, including, without limitation, real estate taxes and assessments and insurance, for the Property;

D. Flood insurance required by and obtainable through the National Flood Insurance Program sufficient to cover any damage which may be anticipated in the event of flood unless Trustor has provided Beneficiary evidence satisfactory to Beneficiary that no portion of the Property is located within the boundaries of the 100 year flood plain;

E. “Dram shop” insurance if alcoholic beverages are sold on the Property;

F. Boiler and machinery insurance when risks covered thereby are present and Beneficiary requires such insurance; and

G. Earthquake insurance if Beneficiary requires such insurance.

The insurance coverages described in subsections A., C., D., F., and G. above shall name Beneficiary c/o Beneficiary’s servicing agent, if any, under a standard noncontributory mortgagee clause or otherwise directly insure Beneficiary’s interest in the Property. All losses under said insurance shall be payable to Beneficiary in the manner provided in Sections 1.4 and 1.5 hereof. All policies of insurance required under this Section 1.2 shall be with a company or companies with a policy rating of A and financial rating of at least Class X in the most current edition of Best’s Insurance Reports and authorized to do business in the state in which the Property is located. All policies of insurance shall provide that they will not be canceled or modified without thirty (30) days’ prior written notice to Beneficiary. True copies of the above mentioned insurance policies or evidence of such insurance (in the form of Accord Form 27) satisfactory to Beneficiary shall be delivered to and held by Beneficiary. True copies of all renewal and replacement policies or evidences of such insurance forms (Accord Form 27) thereof shall be delivered to Beneficiary at least fifteen (15) days before the expiration of the expiring policies. If any renewal or replacement policy is not obtained as required herein, Beneficiary is authorized to obtain the same in Trustor’s name and at Trustor’s expense. Beneficiary shall not by the fact of failing to obtain any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of insurance contracts, solvency of insurance companies, or payment or defense of lawsuits, and Trustor hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto.

Section 1.3 Condemnation .

A. Immediately upon obtaining knowledge of the commencement or threat of any action in connection with (1) any condemnation, (2) any other taking of the Property or any part thereof by any public authority or private entity having the power of eminent domain, or (3) any conveyance in lieu of such condemnation or taking of the Property or any part thereof (“Condemnation”), Trustor shall notify Beneficiary in writing but in no event later than ten (10) days after Trustor obtains knowledge of the commencement of or threat of a Condemnation. Beneficiary shall have the right, but not the obligation, to participate in any proceedings relating to any Condemnation and may, in its reasonable discretion, consent or withhold its consent to any settlement, adjustment, or compromise of any claims arising from the Condemnation and no such settlement, adjustment or compromise shall be final or binding upon Beneficiary without Beneficiary’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.

B. If all or part of the Property is taken by Condemnation and Beneficiary in its reasonable judgment determines that the remainder of the Property, if any, cannot be operated as an economically viable entity at substantially the same level of operations as immediately prior to such Condemnation, then all proceeds of the Condemnation (“Condemnation Proceeds”) shall be paid over to Beneficiary and shall be applied first toward reimbursement of the actual costs and expenses (including reasonable attorneys’ fees) of Beneficiary, if any, in connection with the recovery of such Condemnation Proceeds, and then, in the sole and absolute discretion of Beneficiary and without regard to the adequacy of its security under this Deed of Trust, shall be applied against all amounts due herein under the Note and any remaining Condemnation Proceeds shall be released to the Trustor. Any prepayment of the Note under this Section 1.3(B) shall not be subject to the Prepayment Premium or the No-Prepayment Period; however, any partial prepayment shall not entitle Trustor to prepay the portion of the Note remaining unpaid after application of the Condemnation Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein.

C. If less than all of the Property is taken by Condemnation and Beneficiary in its reasonable judgment determines that the remainder of the Property can be operated as an economically viable entity at substantially the same level of operations as immediately prior to such Condemnation, then Trustor shall diligently restore the Property to a condition and use as close as possible to its condition immediately prior to the Condemnation and all Condemnation proceeds shall be made available to Trustor for such restoration. If the estimated cost of restoration, as reasonably determined by Beneficiary, is equal to or less than $50,000, all Condemnation Proceeds shall be released directly to Trustor for restoration of the Property. If the estimated cost of restoration exceeds $50,000, all Condemnation Proceeds shall be deposited into an escrow fund in accordance with Section 1.5 below. Beneficiary shall have the right to obtain an opinion of an independent contractor or engineer reasonably satisfactory to Beneficiary, at Trustor’s expense, to estimate the cost to restore the remaining portion of the Property. If the amount of the Condemnation Proceeds is not sufficient to restore the Property based on the opinion of an independent contractor or engineer, subject to revision as restorations are made, Trustor shall be obligated to pay the difference toward the restoration of the Property.

D. If an Event of Default exists at any time from the time of a Condemnation through the completion of restoration and payment of any Condemnation Proceeds, the use of the Condemnation Proceeds shall be governed by the remedies set forth in Article III below. If an event has occurred which with notice, the passage of time, or both, could become an Event of Default, then, the Condemnation Proceeds shall be held by Beneficiary or in the Escrow Fund (as defined below), as applicable, pending cure of such event.

Section 1.4 Damage to Property .

A. Promptly upon obtaining knowledge of any damage to the Property or any part thereof with an estimated cost of restoration in excess of $5,000, but in no event later than five (5) days after Trustor obtains such knowledge, Trustor shall notify Beneficiary of such damage in writing. Trustor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property (“Insurance Proceeds”) received by Trustor shall be applied to such restoration. Beneficiary shall have the right to obtain an opinion of an independent contractor or engineer reasonably satisfactory to Beneficiary, at Trustor’s expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the amount of the insurance proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion, subject to revision as restorations are made, Trustor shall be obligated to pay the difference toward the restoration of the Property.

B. If the estimated cost of restoration is equal to or less than $50,000, Trustor shall promptly settle and adjust any claims under the insurance policies which insure against such risks and, upon receipt of the Insurance Proceeds, Trustee and Beneficiary shall deliver such to Trustor for use in restoration of the Property.

C. If the estimated cost of restoration is greater than $50,000, Beneficiary shall have the right, but not the obligation, to participate in the settlement of the insurance claims and may, in its reasonable discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such insurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Beneficiary without its prior consent (which consent shall not be unreasonably withheld, delayed or conditioned). Upon settlement of insurance claims in excess of $50,000 and if Trustor can demonstrate to the reasonable satisfaction of Beneficiary that the projected ratio of Net Operating Income, as defined below, to annual debt service due under the Note and any other notes secured by the Property (“Debt Coverage Ratio”) will be at least 105% for the twelve months immediately following reconstruction of the Property, the insurance proceeds shall be deposited into an escrow fund in accordance with Section 1.5 below.

As used in this Deed of Trust, “Net Operating Income” shall mean:

(i) all gross receipts received or anticipated (as may be applicable) from tenants in the Property and paying rent under leases in effect during the applicable twelve month period, calculated on a cash basis which reflects only the income actually received during the previous twelve-month period as of the date of such calculation, and any income anticipated to be received during the following twelve-month period based on leases in effect as of the date of calculation, for such time as those leases are contracted to remain in effect without expiration by their terms or optional termination by the tenant (unless the tenant has waived its termination rights in writing or the term of the lease has been extended in writing), including without limitation all amounts to be received from tenants as payment of operating expenses but not including refundable deposits, lease termination payments, excess tenant improvement and leasing commission payments included as additional rent, principal or interest payments received by Trustor on loans to tenants and fees and reimbursements for work performed for tenants by Trustor, less :

(ii) all amounts, calculated on a cash basis, for the operation or maintenance of the Property for the applicable twelve-month period, including ground rents, the cost of property management (which shall be no less than 3% of gross collections), maintenance, cleaning, security, landscaping, parking maintenance and utilities, and other costs and expenses approved in writing by Beneficiary and amounts reasonably estimated by Beneficiary for the payment of real estate taxes and assessments and other taxes related to the operation of the Property, insurance premiums, necessary repairs and future replacements of equipment; payments under the Note shall not be included in Net Operating Income.

D. If in the reasonable judgment of Beneficiary the conditions of Section 1.4(C) cannot be satisfied, then at any time from and after the occurrence of the damage, upon written notice to Trustor, Beneficiary may declare the entire balance of the Note and/or any Future Advances then outstanding and accrued and unpaid interest thereon, and all other sums or payments required thereunder or under this Deed of Trust, without any Prepayment Premium, to be immediately due and payable, and all insurance proceeds shall be applied by Beneficiary first to the reimbursement of any costs or expenses incurred by Beneficiary in connection with the damage or the determination to be made hereunder, and then to the payment of the indebtedness secured by this Deed of Trust in such order as Beneficiary may determine in its sole discretion.

E. If an Event of Default exists at any time from the time of damage through the completion of restoration and the final release of any Insurance Proceeds to Trustor, the use of the Insurance Proceeds shall be governed by the remedies set forth in Article III below. If an event has occurred which with notice, the passage of time, or both, could become an Event of Default, then the Insurance Proceeds shall be held by Beneficiary or in the Escrow Fund, as applicable, pending cure of such event prior to the expiration of any applicable cure or grace period.

Section 1.5 Escrow Fund for Condemnation and Insurance Proceeds .

A. In the circumstances indicated above in subsections 1.3(C) and 1.4(C), all Condemnation Proceeds and Insurance Proceeds shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Beneficiary and Trustor. The costs and fees of such escrow agent shall be paid by Trustor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Beneficiary at Trustor’s expense, subject to revision as restorations are made, Trustor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution reasonably acceptable to Beneficiary or other cash equivalent acceptable to Beneficiary. The Trustor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its condition immediately prior to the occurrence of such condemnation or damage and unless a disbursement agent satisfactory to Beneficiary and Trustor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Trustor so long as the restoration work is being diligently performed by Trustor and only after (1) Beneficiary has approved the plans and specifications for the restoration of the Property (which approval shall not be unreasonably withheld, conditioned or delayed); (2) Trustor has executed a contract acceptable to Beneficiary with a general contractor reasonably acceptable to Beneficiary for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor or subcontractor; (4) Trustor has furnished Beneficiary with an endorsement to its title policy showing no additional exceptions (other than those approved by Beneficiary) or if such endorsement is not available, a new mortgagee policy of title insurance showing no additional exceptions (other than those approved by Beneficiary); and (5) Trustor has submitted such other documents and information as may be requested by Beneficiary to determine that the work to be paid for has been performed in accordance with the plans and specifications approved by Beneficiary. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Trustor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Beneficiary.

B. Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent shall be paid first, to Trustor to the extent of any funds of Trustor’s contributed to the restoration pursuant to Section 1.5, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default, and thereafter at Beneficiary’s option, any remaining Condemnation Proceeds may be applied to the partial payment or prepayment of the Note (without payment of any Prepayment Premium and notwithstanding any No-Prepayment Period) or may be returned to the Trustor. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

C. Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default, shall be paid first, to Trustor to the extent of any funds of Trustor’ s contributed to the restoration pursuant to Section 1.5, and thereafter, any remaining Insurance Proceeds shall be held in the escrow as additional collateral security for the Note, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. The entire amount remaining in such escrow shall be paid to Beneficiary upon maturity of the Note for application to the indebtedness secured by this Deed of Trust and the balance, if any, shall be paid to Trustor. If an Event of Default exists at any time from the time of completion of restoration and the final application of any Insurance Proceeds, the use of the Insurance Proceeds shall be governed by Article III below.

Section 1.6 Taxes, Liens and other Items .

A. Trustor shall pay any and all taxes, bonds, assessments, fees, liens, charges, fines, impositions and any accrued interest or penalty thereon, and any and all other items which are attributable to or affect the Property by making payment prior to delinquency directly to the payee thereof and promptly furnish copies of paid receipts for these to Beneficiary. Trustor shall promptly discharge or bond around any lien or encumbrance on the Property whether said lien or encumbrance has or may attain priority over this Deed of Trust or not. This Deed of Trust shall be the sole encumbrance on the Property and, if with the consent of Beneficiary it is not the sole encumbrance, then it shall be prior to any and all other liens or encumbrances on the Property. Provided that the priority of this Deed of Trust is not in any way affected, Trustor may in good faith protest the payment of any tax or lien which it believes is unwarranted or excessive and may defer payment of such tax pending conclusion of such contest if legally permitted to do so and provided Beneficiary’s security is not jeopardized in Beneficiary’s sole opinion.

B. As further security for the payment of the Note and the payment of real estate taxes, regular or special assessments and insurance premiums, Trustor shall be required to deposit 1/12 of the annual amounts of such items as estimated by Beneficiary, with each monthly payment on the Note, so that Beneficiary will hold a sufficient amount to pay all such charges not less than thirty (30) days prior to the date on which such items become due and payable. Beneficiary shall be furnished evidence to allow it to estimate such amounts, including paid receipts or annual insurance premium statements, assessment notices and tax receipts. All funds so deposited shall, until applied to the payment of the aforesaid items, as hereinafter provided, be held by Beneficiary without interest (except to the extent required under applicable law) and may be commingled with other funds of Beneficiary. All funds so deposited shall be applied to the payment of the aforesaid items only upon the satisfaction of the following conditions: (1) no Event of Default or event, which with notice or the passage of time or both could become an Event of Default, shall have occurred; (2) Beneficiary shall have sufficient funds to pay the full amounts of such items (which funds may include amounts paid solely for such purpose by Trustor in addition to the escrowed funds); and (3) Trustor shall have furnished Beneficiary with prior written notification that such items are due and with the bills and invoices therefor in sufficient time to pay the same before any penalty or interest attaches and before policies of insurance lapse, as the case may be, and shall have deposited any additional funds as Beneficiary may determine as necessary to pay such items.

C. Beneficiary expressly disclaims any obligation to pay the aforesaid items unless and until Trustor complies with all of the provisions set forth in subsections 1.6(A) and (B). Trustor hereby pledges any and all monies now or hereafter deposited pursuant to subsection 1.6(B) as additional security for the Note and Related Agreements. If any Event of Default shall have occurred, or if the Note shall be accelerated as herein provided, all funds so deposited may, at Beneficiary’s option, be applied as determined solely by Beneficiary or to cure said Event of Default or as provided in this Section 1.6. In no event shall Trustor claim any credit against the principal and interest due hereunder for any payment or deposit for any of the aforesaid items.

Section 1.7 Assignment of Leases, Contracts, Rents and Profits .

A. Trustor hereby absolutely, presently and unconditionally grants, assigns, transfers, conveys and sets over to Beneficiary all of Trustor’s right, title and interest in and to the following whether arising under the Leases, by statute, at law, in equity, or in any other way:

1. All of the leases of the Property which are in effect on the date hereof, if any, and entered into or in effect from time to time after the date hereof, including, without limitation, all amendments, extensions, replacements, modifications and renewals thereof and all subleases, concession agreements, any ground leases or ground subleases and all other agreements affecting the same (the “Leases”) and all guaranties thereunder;

2. All of the rents, income, profits, revenue, judgments, condemnation awards, Insurance Proceeds, unearned insurance premiums and any other fees or sums payable to Trustor or any other person as landlord and other benefits and rights of the Property arising from the use, occupancy, operation or management of all or any portion thereof or from all the Leases, and any proceeds, deposits or security deposits relating thereto, including, without limitation, any award to Trustor made hereafter in any court involving any of the tenants under the Leases in any bankruptcy, insolvency, or reorganization proceeding in any state or federal court, and Trustor’s right to appear in any action and/or to collect any such award or payment, and all payments by any tenant in lieu of rent (collectively, “Rents and Profits”) subject to the exclusions set forth in the description of the Collateral and Property hereinabove; and

3. All contracts, agreements, management, operating and maintenance agreements, warranties, licenses, permits, guaranties and sales contracts relating to the Property and the Collateral entered into by, or inuring to the benefit of, Trustor (the “Contracts”).

B. Notwithstanding the provisions of subsection 1.7(A), prior to the occurrence of any Event of Default hereunder, Beneficiary shall not exercise any of the rights or powers conferred upon Beneficiary by this Section 1.7, and, subject to subsection 1.7(F), Trustor shall have a license: to manage the Property; to collect, receive and use all Rents and Profits in accordance with the terms of the Leases; to let the Property and to take all actions which a reasonable and prudent landlord would take in enforcing the provisions of the Leases and Contracts; provided, however, that all amounts so collected shall be applied toward operating expenses, real estate taxes and insurance relating to the Property, capital repair items necessary to the operation of the Property, and the payment of sums due and owing under the Note, and this Deed of Trust prior to any other expenditure or distribution by Trustor and thereafter, so long as no Event of Default has occurred and is continuing, as Trustor elects. From and after the occurrence of an Event of Default (whether or not Beneficiary shall have exercised Beneficiary’s option to declare the Note immediately due and payable), such license shall be automatically revoked without any action required by Beneficiary. Any amounts received by Trustor or its agents in the performance of any acts prohibited by the terms of this Deed of Trust, including but not limited to any amounts received in connection with any cancellation, modification or amendment of any of the Leases prohibited by the terms of this Deed of Trust and any amounts received by Trustor as rents, income, issues or profits from the Property from and after an Event of Default under this Deed of Trust, the Note, or any of the other Related Agreements, shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person acquiring or receiving all or any portion of such trust funds shall acquire or receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance herewith.

C. Upon the occurrence of an Event of Default, the Beneficiary shall have the right but not the obligation to perform as landlord under the Leases and as a party under the Contracts. The assignment of Rents and Profits set forth herein constitutes an irrevocable direction and authorization of all tenants under the Leases to pay all Rents and Profits to Beneficiary upon demand and without further consent or other action by Trustor. Trustor irrevocably appoints Beneficiary its true and lawful attorney, at the option of Beneficiary at any time following the occurrence of an Event of Default, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, either in the name of Trustor or in the name of Beneficiary, for all such Rents and Profits and apply the same to the indebtedness secured by this Deed of Trust.

D. Neither the foregoing assignment of Rents and Profits. Leases and Contracts to Beneficiary nor the exercise by Beneficiary of any of its rights or remedies under Article Ill shall be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise liable in any manner with respect to the Property.

E. In the event Beneficiary collects and receives any Rents and Profits under this Section 1.7 pursuant to any Monetary or Performance Default as defined in Section 2.1 hereof, such collection or receipt shall in no way constitute a curing of the Monetary or Performance Default.

F. Trustor shall not, without the prior written consent of Beneficiary which consent shall not be unreasonably withheld or delayed, enter into, or consent to or permit the assignment or subletting of, any leases.

G. Trustor shall promptly give notice to Beneficiary of any default under any of the Leases meeting the criteria of a lease for which Beneficiary’s consent would have been required pursuant to Section 1.7(F) regardless of whether such leases were executed before or after the date of this Deed of Trust, together with a complete copy of any notices delivered to or by the tenant as a result of such default. Beneficiary shall have the right, but not the obligation, to cure any default of Trustor under any of the Leases and all amounts actually disbursed in connection with said cure shall be deemed to be indebtedness secured hereby.

H. Beneficiary shall have the right to approve any lease forms used by Trustor for lease of space in the Property.

I. Trustor hereby represents, warrants and agrees that:

1. Trustor has the right, power and capacity to make this assignment and that no person, firm or corporation or other entity other than Trustor has or will have any right, title or interest in or to the Leases or the Rents and Profits.

2. Trustor shall, at its sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases. Trustor shall enforce the performance of each material obligation of the tenants under the Leases and will appear in and prosecute or defend any action connected with the Leases or the obligations of the tenants thereunder.

J. BENEFICIARY SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE, NOR DOES IT HEREBY UNDERTAKE TO PERFORM OR DISCHARGE, ANY OBLIGATION, DUTY OR LIABILITY UNDER THE LEASES OR UNDER OR BY REASON OF THIS ASSIGNMENT. TRUSTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY FOR AND TO DEFEND AND TO HOLD BENEFICIARY HARMLESS FROM ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH BENEFICIARY MAY OR MIGHT INCUR UNDER THE LEASES OR UNDER OR BY REASON OF THIS ASSIGNMENT, AND FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR BASED IN WHOLE OR IN PART ON THE NEGLIGENCE OR STRICT LIABILITY OF BENEFICIARY BUT EXCLUDING ANY SUCH CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR BASED IN WHOLE OR IN PART OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BENEFICIARY) WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON BENEFICIARY’S PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN THE LEASES. SHOULD BENEFICIARY INCUR ANY LIABILITY, LOSS OR DAMAGE UNDER THE LEASES OR UNDER OR BY REASON OF THIS ASSIGNMENT, OR IN THE DEFENSE OF ANY OF SUCH CLAIMS OR DEMANDS (BUT EXCLUDING ANY SUCH LIABILITY, LOSS OR DAMAGE ARISING OUT OF OR BASED ON THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BENEFICIARY), THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND ATTORNEYS’ FEES, SHALL BE SECURED BY THIS DEED OF TRUST; AND TRUSTOR SHALL REIMBURSE BENEFICIARY THEREFOR IMMEDIATELY UPON DEMAND, AND UPON FAILURE OF TRUSTOR TO DO SO, BENEFICIARY MAY DECLARE ALL SUMS SO SECURED TO BE IMMEDIATELY DUE AND PAYABLE.

K. Beneficiary may take or release other security, may release any party primarily or secondarily liable for any indebtedness secured hereby, may grant extensions, renewals or indulgences with respect to such indebtedness, and may apply any other security therefor held by it to the satisfaction of such indebtedness, without prejudice to any of its rights hereunder.

L. Nothing herein contained and no act done or omitted by Beneficiary pursuant to the powers and rights granted it herein shall be deemed to be a waiver by Beneficiary of its other rights and remedies under the Note and this Deed of Trust, and this assignment is made and accepted without prejudice to any of the other rights and remedies possessed by Beneficiary under the terms thereof The right of Beneficiary to collect said indebtedness and to enforce any other security therefor held by it may be exercised by Beneficiary either prior to, simultaneously with, or subsequent to any action taken by it hereunder. It is the intent of both Trustor and Beneficiary that this assignment be supplementary to, and not in substitution or derogation of, any other provision contained in this Deed of Trust giving Beneficiary any interest in or rights with respect to the Leases or Rents and Profits.

M. Neither this assignment nor pursuit of any remedy hereunder by Beneficiary shall cause or constitute a merger of the interests of the tenant and the Trustor under any of the Leases such that any of the Leases hereby assigned are no longer valid and binding legal obligations of the parties executing the same.

N. Trustor agrees, from time to time, to execute and deliver, upon demand, all assignments and any and all other writings as Beneficiary may reasonably deem necessary or desirable to carry out the purpose and intent hereof, or to enable Beneficiary to enforce any right or rights hereunder.

Section 1.8 Acceleration Upon Sale or Encumbrance . If, without the prior written consent of Beneficiary, Trustor or any general partner, member or shareholder of Trustor or any general partner of such general partner shall (A) sell or convey the Property or any part thereof, or any interest in the Property or in Trustor or in any general partner of Trustor; (B) be divested of its title to the Property or any interest therein; (C) further encumber the Property or the ownership interests in the Trustor; (D) enter into any lease giving the tenant any option to purchase the Property or any part thereof; or (E) encumber, grant a security interest in, transfer, permit the transfer of, or change or permit the change in: (1) the ownership of interests in the Trustor or any general partner in Trustor or any general partner of such general partner, or (2) the amount of the general partnership or membership interests in Trustor or the general partner of the Trustor or any general partner of such general partner or the beneficiary thereof, without the prior written consent of Beneficiary, then Beneficiary shall have the right, at its option, to declare the indebtedness secured by this Deed of Trust, irrespective of the maturity date specified in the Note, immediately due and payable. Except as expressly consented to in writing by Beneficiary, Trustor shall not permit any additional encumbrances on the Property.

Section 1.9 Preservation and Maintenance of Property . Trustor shall hire competent and responsive property managers who shall be reasonably acceptable to Beneficiary. Trustor or its property manager, if applicable shall keep the Property and every part thereof in good condition and repair, in accordance with sound property management practices and shall promptly and faithfully comply with and obey all laws, ordinances, rules, regulations, requirements and orders of every duly constituted governmental authority or agent having jurisdiction with respect to the Property. Trustor shall not permit or commit any waste, impairment, or deterioration of the Property, nor commit, suffer or permit any act upon or use of the Property in violation of law or applicable order of any governmental authority, whether now existing or hereafter enacted, or in violation of any covenants, conditions or restrictions affecting the Property or bring or keep any article in the Property or cause or permit any condition to exist thereon which would be prohibited by or invalidate the insurance coverage required to be maintained hereunder. Trustor shall not make any material structural changes or alterations to the Property nor remove or demolish the Improvements or any portion thereof without the prior written consent of Beneficiary. Trustor shall promptly restore any portion of the Property which may be damaged or destroyed. Trustor shall promptly bond or discharge any mechanics’ liens against the Property.

Unless required by applicable law or unless Beneficiary has otherwise first agreed in writing, Trustor shall not make or allow any changes which will adversely affect the value of the Property to be made in the nature of the occupancy or use of the Property or any part thereof for which the Property or such part was intended at the time this Deed of Trust was delivered. Trustor shall not initiate or acquiesce in any change which will adversely affect the value of the Property in any zoning or other land use classification now or hereafter in effect and affecting the Property or any part thereof without in each case obtaining Beneficiary’s prior written consent thereto.

Section 1.10 Offset Certificates . Trustor, within five (5) days upon request in person or within ten (10) days upon request by mail, shall furnish a written statement duly acknowledged and notarized, of all amounts due on any indebtedness secured hereby or secured by any of the Related Agreements, whether for principal or interest on the Note or otherwise, and stating whether any offsets or defenses exist against the indebtedness secured hereby and covering such other matters with respect to any such indebtedness as Beneficiary may reasonably require.

Section 1.11 Trustee’s Costs and Expenses . Trustor shall pay all actual costs, fees and expenses of Trustee, its agents and counsel, in connection with the performance of its duties hereunder.

Section 1.12 Protection of Security; Costs and Expenses . Trustor and its property manager, if applicable, shall appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or any additional or other security for the obligations secured hereby, or the rights or powers of the Beneficiary or Trustee, and shall pay all costs and expenses actually incurred, including, without limitation, cost of evidence of title and actual attorneys’ fees, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust or to enforce or establish any other rights or remedies of Beneficiary hereunder or under a