exv10w44






EXHIBIT 10.44




	 	 	 	 	 

	F. ANN RODRIGUEZ, RECORDER

RECORDED BY: PSG

                                DEPUTY RECORDER 

                                9394
                       ES2

TFNTI

THRIVENT FINANCIAL FOR LUTHERANS

4321 N BALLARD RD

APPLETON WI 54919

	 	
	 	DOCKET: 11838

PAGE: 269

NO. OF PAGES: 33

SEQUENCE: 20021320139
                            07/10/2002

DOTRFS 10:47

MAIL

AMOUNT PAID $41.00





This
instrument was prepared by any after recordation should be returned to:




Thrivent Financial for Lutherans

4321 North Ballard Road

Appleton, WI 54919

Attn: Real Estate Law Department




DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING



This Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (hereinafter called
“Deed of Trust”) is made as of July 10, 2002, by and among CRESTLINE INVESTMENTS, L.L.C.,
an Arizona limited liability company, whose mailing address is P.O. Box 42677, Tucson, Arizona
85733, hereinafter called “Trustor,” FIDELITY NATIONAL TITLE AGENCY, INC., an Arizona corporation,
whose mailing address is 7750 East Broadway, Tucson, Arizona 85710, hereinafter called “Trustee,”
and THRIVENT FINANCIAL FOR LUTHERANS, a Wisconsin corporation, whose mailing address is 4321 North
Ballard Road, Appleton, Wisconsin 54919, Attention: Investment Department, hereinafter called
“Beneficiary.”




WITNESSETH:




SECTION 1 — GRANTING CLAUSE; WARRANTY OF TITLE




	1.1	 	Trustor hereby irrevocably grants, bargains, sells, conveys, transfers, assigns and sets over
to Trustee, in trust, with power of sale, all of Trustor’s present and future estate, right, title
and interest in and to that real property and all buildings and other improvements now thereon or
hereafter constructed thereon (the “Premises”), in the County of Pirna, State of Arizona, described on Exhibit A attached hereto and by this
reference made a part hereof, together with all of the following which, with the Premises
(except where the context otherwise requires), are hereinafter collectively called the “Trust
Property”:






	 	(a)	 	All appurtenances in and to the Premises;





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	 	(b)	 	All water and water rights, ditches and ditch rights, reservoir and
reservoir rights, stock or interests in irrigation or ditch companies, minerals, oil
and gas rights, royalties, lease or leasehold interests owned by Trustor, now or hereafter used or useful in connection with, appurtenant to or related to the
Premises;
	 
	 	(c)	 	All right, title and interest of Trustor now owned or hereafter
acquired in and to all streets, roads, alleys and public places, and all easements and
rights of way, public or private, now or hereafter used in connection
with the Premises;
	 
	 	(d)	 	All of Trustor’s right, title and interest in and to all
machinery, equipment, fixtures and materials now or at any time attached to the Premises together
with all processing, manufacturing and service equipment and other
personal property now or at any time hereafter located on or appurtenant
to the Premises and used in connection with the management and
operation thereof;
	 
	 	(e)	 	All of Trustor’s right, title and interest in and to any
licenses, contracts, permits and agreements required or used in connection
with the ownership, operation or maintenance of the Premises, and the right to
the use of any tradename, trademark, or service mark now or hereafter
associated with the operation of any business conducted on the Premises;
	 
	 	(f)	 	Any and all insurance proceeds, and any and all awards,
including interest, hereafter made to Trustor for taking by eminent domain of
the whole or any part of the Premises or any easements therein;
	 
	 	(g)	 	Subject to the rights of Beneficiary under Section 3 hereof,
all of Trustor’s right, title and interest in and to all existing and future
leases, subleases, licenses and other agreements for the use and occupancy of
all or any portion of the Premises and all income receipts, revenues, rents,
issues and profits arising from the use or enjoyment of all or any portion of
the Premises.






	1.2	 	Trustor warrants that it is well and truly seized of a good and indefeasible title in fee
simple to the Premises, that it is the lawful owner of the rest of the Trust Property, and
that, except for those matters specifically set forth in the lender’s title insurance policy
delivered to Beneficiary with this Deed of Trust which have been approved in writing by
Beneficiary (hereinafter called the “Permitted Exceptions”), the title to all the Trust
Property is clear, free and unencumbered; Trustor shall forever warrant and defend the same
unto Beneficiary, its successors and assigns, against all claims whatsoever.




TRUSTOR FURTHER REPRESENTS, WARRANTS, COVENANTS AND AGRESS AS FOLLOWS:




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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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SECTION 2 — OBLIGATION SECURED



This Deed of Trust is given for the purpose of securing, in such order of priority as Beneficiary
may elect:





	2.1	 	Payment of the sum of FIVE MILLION THREE HUNDRED THOUSAND
AND NO/100 DOLLARS ($5,300,000.00)
with interest thereon, extension and other fees, late charges, prepayment premiums and actual
and reasonable attorneys’ fees, according to the terms of that Promissory Note of even date
herewith, made by Trustor, payable to the order of Beneficiary, and all extensions,
modifications, renewals or replacements thereof (hereinafter called the “Note”);
	 
	2.2	 	Payment, performance and observance by Trustor of each covenant, condition, provision and
agreement contained herein and of all monies expended or advanced by Beneficiary pursuant to
the terms hereof, or to preserve any right of Beneficiary hereunder, or to protect or
preserve the Trust Property or any part thereof;
	 
	2.3	 	Payment, performance and observance by Trustor of each covenant, condition, provision
and agreement contained in any other document or instrument related to the indebtedness
hereby secured and of all monies expended or advanced by Beneficiary pursuant to the
terms thereof or to preserve any right of Beneficiary thereunder;
	 
	2.4	 	Payment of any and all additional loans and advances made by Beneficiary to Trustor
and/or to the then record owner or owners of the Trust Property (excluding, however, any
such loan to an individual for personal, family or household purposes) with interest
thereon, late charges, extension and other fees, prepayment premiums and actual and
reasonable attorneys’ fees, according to the terms of the promissory note(s) and/or credit
agreement(s) evidencing such loans and advances, and all extensions, modifications,
renewals or replacements thereof.




All of the indebtedness and obligations secured by this Deed of Trust are hereinafter collectively
called the “Obligation.”




SECTION 3 — LEASES; ASSIGNMENT OF RENTS AND LEASES




	3.1	 	To facilitate payment and performance of the Obligation, Trustor hereby absolutely transfers
and assigns to Beneficiary all right, title and interest of Trustor in and to (i) all
existing and future leases, subleases, licenses and other agreements for the use and
occupancy of all or any part of the Trust Property, whether written or oral and whether for a
definite term or month to month, including but not limited to those
described on Exhibit B
attached hereto and by this reference made a part hereof, together with all guarantees of the
lessee’s obligations thereunder and together with all extensions, modifications and renewals
thereof (hereinafter called the “Leases”), and (ii) all income, receipts, revenues, rents,
issues and profits now or hereafter arising from or out of the Leases or from or out of the
Trust Property or any part thereof, including without limitation room rents, minimum rents,
additional rents, percentage rents, parking and





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Tucson, Arizona

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	 	 	maintenance charges and fees, tax and insurance contributions, proceeds of the sale
of utilities and services, cancellation premiums, claims for damages arising from any breach
of the Leases, proceeds from any sale or other disposition of, all or any portion of the
Trust Property, and all other benefits arising from the use or enjoyment of, or the lease,
sale or other disposition of all or any portion of the Trust
Property, and all other benefits arising from the use or enjoyment
of, or the lease, sale or other disposition of,
all or any portion of the Trust Property, together with the immediate and continuing right
to receive all of the foregoing (hereinafter called the “Rents”). In furtherance of this
assignment, and not in lieu hereof, Beneficiary may require a separate assignment of rents
and leases and/or separate specific assignments of rents and leases covering one or more of
the Leases; the terms of all such assignments are incorporated herein by reference.






	3.2	 	Trustor hereby authorizes and directs the lessees and tenants under the Leases that, upon
written notice from Beneficiary, all Rents shall be paid directly to Beneficiary as they
become due. Trustor hereby relieves the lessees and tenants from any liability to Trustor
by reason of the payment of the Rents to Beneficiary. Nevertheless, Trustor shall be
entitled to collect the Rents until Beneficiary notifies the lessees and tenants in writing to
pay the Rents to Beneficiary. Beneficiary is hereby authorized to give such notification
only upon the occurrence of an Event of Default (as hereinafter defined) and at any time
thereafter while such Event of Default is continuing. Receipt and application of the
Rents by Beneficiary shall not constitute a waiver of any right of Beneficiary under this
Deed of Trust or applicable law, shall not cure any Event of Default hereunder, and shall
not invalidate or affect any act done in connection with such Event of Default, including,
without limitation, any trustee’s sale or foreclosure proceeding. It is understood and
agreed that all rents deriving from or arising from the Trust Property received by Trustor
are to be held by Trustor as a trust fund to be used first for payments required and due
under the Note and legitimate operating expenses of the Trust Property and any excess
may be retained by Trustor. In addition to,  and not in limitation of, any other remedy
provided in or available under this Deed of Trust, Beneficiary has all the rights set forth
in A.R.S. §33-702B (as amended, supplemented or supplanted) regarding the
enforcement of the assignment of rents and leases contained herein.
	 
	3.3	 	All Rents collected by Trustor shall be applied in the following manner:
	 
	 	 	First, to the payment of all taxes and lien assessments levied against the Trust Property,
where provision for paying such is not otherwise made;
	 
	 	 	Second, to the payment of ground rents (if any) payable with respect to the Trust Property;
	 
	 	 	Third, to the payment of current operating costs and expenses (including repairs,
maintenance and necessary acquisitions of property and expenditures
for capital
improvements) arising in connection with the Trust Property;
	 
	 	 	Fourth, to the payment of any amounts due and owing under the Obligation;





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Tucson, Arizona

Thrivent Loan No. 86070




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	 	 	Fifth, to Trustor or its designee, if Trustor is not in default; otherwise to hold in trust
in a trust account for the benefit of Beneficiary.
	 
	 	 	All Rents collected by Beneficiary may be applied to the
items above listed in any manner
that Beneficiary deems advisable and without regard to the aforestated priorities.
	 
	3.4	 	Trustor represents and warrants that: (i) the Leases are in full force and effect and have
not been modified or amended; (ii) the Rents have not been
waived, discounted,
compromised, setoff or paid more than one month in advance; (iii) there are no other
assignments, transfers, pledges or encumbrances of Trustor’s interest in any Leases or
Rents; and (iv) neither Trustor nor the lessees and tenants are in default under the Leases.
	 
	3.5	 	Trustor shall (i) fulfill or perform each and every term, covenant and provision of the
Leases to be fulfilled or performed by the lessor thereunder, (ii) give prompt notice to
Beneficiary of any notice received by Trustor of default thereunder or of any alleged
default or failure of performance that could become a default thereunder, together with a
complete copy of any such notice; (iii) enforce, short of termination thereof, the
performance or observance of each and every term, covenant and provision of each Lease
to be performed or observed by the lessees and tenants thereunder; (iv) appear in and
defend any action or proceeding arising under, occurring out of, or in any manner
connected with any Lease or the obligations, duties, or liabilities of Trustor or any tenant
thereunder and upon request by Beneficiary, to do so in the name and on behalf of
Beneficiary, but at the expense of Trustor; (v) deliver to Beneficiary, forthwith upon its
execution, a copy of each and every Lease and amendment thereof now or at any time
hereafter affecting the Trust Property, or any portion thereof; (vi) deliver to Beneficiary,
forthwith upon the execution of each and every Lease and amendment thereof, now or at
any time hereafter affecting the Trust Property, or any portion
thereof, a specific
assignment of such new or amended Lease, subjecting such Lease to all of the terms,
covenants, and conditions hereof and a copy of such assignment to the lessee;
(vii) deliver to Beneficiary, no later than the tenth (10th) day of January of each year, a
complete list of each and every Lease, showing unit number, type, name and address of
tenant, monthly rental, date to which rent is paid, term of Lease, date of occupancy, date
of expiration, security deposit, and each and every special provision, concession, or
inducement granted to the tenant thereunder; (viii) hold in trust, in a trust account at a
responsible financial institution, in a manner approved in advance by Beneficiary, all
security deposited with Trustor for the performance of any Lease by or on behalf of any
tenant thereunder, and indemnify and hold Beneficiary harmless from and against any
and all liability, loss, damage, cost, and expense incurred by Beneficiary in connection
with any such security; and (ix) deliver to Beneficiary, at the request of Beneficiary any
time after an Event of Default, all security deposits under all Leases, which funds shall be
held by Beneficiary, without interest payable to Trustor, as part of and commingled with
the general funds of Beneficiary, but which funds shall, however, be repayable to the
subject tenants, pursuant to the terms and provisions of the Leases under which such
security deposits were made.





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Crestline Investments, L.L.C.

Tucson, Arizona

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	3.6	 	Except for any liability it may have for security deposits accepted under 3.5(ix)
above, Beneficiary does not assume and shall not be liable for any obligation of the lessor
under any of the Leases and all such obligations shall continue to rest upon Trustor as
though this assignment had not been made. Beneficiary shall not be liable for the failure
or inability to collect any Rents.





SECTION 4 — SECURITY AGREEMENT




	4.1	 	This Deed of Trust shall cover, and the Trust Property shall include, all property now or
hereafter affixed or attached to or incorporated upon the Premises, which, to the fullest
extent permitted by law, shall be deemed fixtures and a part of the Premises, except that
the Trust Property shall not include the sole personal property of any lessees or tenants
under the Leases. To the extent any of the Trust Property consists of rights in action or
personal property covered by the Uniform Commercial Code, this Deed of Trust shall
also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured
party, a security interest in such property, including all proceeds thereof, for the purpose
of securing the Obligation. In addition, for the purpose of securing the Obligation,
Trustor hereby grants to Beneficiary, as secured party, a security interest in all personal
property in the possession or control of Beneficiary and in all of Trustor’s right, title and
interest in and to: (i) all building materials, fixtures, equipment and other personal
property to be incorporated into any improvements constructed on the
Premises; (ii) all
goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings and
other personal property that are now or may hereafter be appropriated for use on (whether
such items are stored on the Premises or elsewhere), located on, or used in connection
with, the Premises; (iii) all rents, issues and profits, and all inventory, accounts, accounts
receivable, contract rights, general intangibles, chattel paper, instruments, documents,
notes, drafts, letters of credit, insurance policies, premium refunds, insurance and
condemnation awards and proceeds, refunds and deposits returned by utility companies
and government agencies, tradenames, trademarks and service marks (subject, however,
to any franchise or license agreements relating thereto), arising from or related to the
Premises and any business conducted on the Premises; and (iv) all replacements and
substitutions for, or additions to, all products and proceeds of, and all books, records,
files and electronic data relating to, any of the foregoing. The personal property
described or referred to in this Paragraph 4.1 is hereinafter called the “Personal
Property.” The security interests granted in this Paragraph 4.1 are hereinafter severally
and collectively called the “Security Interest.”
	 
	4.2	 	The Security Interest shall be self-operative with respect to the Personal Property, but
Trustor shall execute and deliver on demand such additional security agreements,
financing statements and other instruments as may be requested in order to impose the
Security Interest more specifically upon the Personal Property; Beneficiary is hereby
authorized and entitled to file any financing statement deemed necessary or desirable by
Beneficiary in order to impose the Security Interest created herein. The Security Interest,
at all times, shall be prior to any other interests in the Personal Property except any lien
or security interest granted in connection with any Permitted Exception. Trustor shall act
and perform as necessary and shall execute and file all security agreements, financing





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Tucson, Arizona

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	 	 	statements, continuation statements and other documents requested by Beneficiary to
establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall
promptly pay all costs and expenses of filing and recording, including the costs of any
searches, deemed necessary by Beneficiary from time to time to establish and determine the
validity and the continuing priority of the Security Interest.
	 
	4.3	 	Trustor shall not sell, transfer, assign or otherwise dispose of any Personal Property or
any interest therein without obtaining the prior written consent of
Beneficiary, except
Personal Property that Trustor is obliged to replace pursuant to the terms hereof. Unless
Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or
disposition in excess of that required for replacements shall be paid to Beneficiary to be
applied to the Obligation, without prepayment penalty or premium, whether or not then
due. Trustor shall keep the Personal Property free of all security interests or other
encumbrances, except the Security Interest and any security interests and encumbrances
granted in connection with any Permitted Exception. Although proceeds of Personal
Property are covered hereby, this shall not be construed to mean that Beneficiary
consents to any sale of the Personal Property.
	 
	4.4	 	Trustor shall keep and maintain the Personal Property in good condition and repair, and
shall promptly replace any part thereof that from time to time may become obsolete,
badly worn or in a state of disrepair (in such manner as shall extend to Beneficiary a first
lien or security interest therein). All such replacements shall be free of any other security
interest or encumbrance, except any security interest or encumbrance granted in
connection with any Permitted Exception.
	 
	4.5	 	Except for purposes of replacement and repair, Trustor, without the prior written consent
of Beneficiary, shall not remove, or permit the removal of, any Personal Property from
the Premises.
	 
	4.6	 	Trustor hereby warrants, covenants and agrees that: (i) the Personal Property is or will be
used primarily for business (other than farm) purposes; (ii) the Personal Property will be
kept at the Premises; and (iii) Trustor’s records concerning the Personal Property will be
kept at Trustor’s address as set forth in the beginning of this Deed of Trust.
	 
	4.7	 	Trustor shall give Beneficiary immediate written notice of any change in the location of:
(i) Trustor’s chief executive office (or residence if Trustor is an individual without an
office), as set forth in the beginning of this Deed of Trust; (ii) the Personal Property or
any part thereof; (iii) Trustor’s records concerning the
Personal Property; or (iv) any
change in the state of formation or organization of the Trustor.
	 
	4.8	 	All covenants and warranties of Trustor contained in this Deed of Trust shall apply to the
Personal Property whether or not expressly referred to in this
Section 4. The covenants
and warranties of Trustor contained in this Section 4 are in addition to, and not in
limitation of, those contained in the other provisions of this Deed of Trust.





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

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	4.9	 	Upon its recording in the real property records, this Deed of Trust shall be effective
as a financing statement filed as a fixture filing. In addition, a carbon, photographic or
other reproduced copy of this Deed of Trust and/or any financing statement relating hereto
shall be sufficient for filing and/or recording as a financing statement. The filing of any
other financing statement relating to any personal property, rights or interests described
herein shall not be construed to diminish any right or priority hereunder.





SECTION 5 — PROTECTION AND PRESERVATION OF THE TRUST PROPERTY




	5.1	 	Trustor shall neither commit nor permit to occur any waste upon the Trust Property but shall
at all times make or cause to be made all repairs, maintenance renewals and replacements as
may be necessary to maintain the Trust Property in good condition and repair. Trustor shall
keep the Trust Property free of termites, dry rot, fungus, beetles and all other harmful or
destructive insects and shall keep all plants, trees and shrubs included in the Trust Property
neatly pruned and in good condition. Trustor shall allow Beneficiary, at any time and from time
to time, to engage an independent inspector to survey the adequacy of the maintenance of the
Trust Property. If found to be inadequate, such inspector shall determine the estimated cost
of such repairs and replacements necessary to protect and preserve the rentability and
usability of the Trust Property. In such event, at the option of Beneficiary and within
fifteen (15) days after written demand therefor, a sum equal to the amount of such estimated
cost shall thereupon become due and payable by Trustor to be applied upon the indebtedness
unless within such period Trustor, at its own cost and expense, shall have completed or shall
have commenced and thereafter with diligence, completes such repairs and replacements. In such
event, Trustor shall also reimburse Beneficiary the cost of such survey, the same being
secured hereby. If the survey determines such maintenance to be adequate, then the cost
therefor shall be at the expense of Beneficiary. Trustor shall keep the Trust Property free
of rubbish and other unsightly or unhealthful conditions. Trustor shall neither use nor permit
the use of the Trust Property in violation of any applicable statute, ordinance or regulation
or any policy of insurance insuring the Trust Property. Trustor shall neither use, generate,
manufacture, produce, store or Release on, under or about the Premises, or transfer to or from
the Premises, any Regulated Substance nor permit any third party to do so, except in
compliance with all applicable Environmental Laws. As used herein, the following terms shall
have the meanings specified below:
	 
	 	 	The term “Regulated Substance” means any substance, material, or matter (including, without
limitation, medical waste) that may give rise to liability under any Environmental
Laws.
	 
	 	 	The term “Environmental Laws” shall mean any local, state or federal laws, rules,
ordinances or regulations either in existence as of the date hereof, or enacted or
promulgated after the date of this Deed of Trust, that concern the existence, management,
control, discharge, treatment, containment, and/or removal of substances or materials that
are or may become a threat to public health or the environment; or any common law theory
based on nuisance, trespass, negligence, strict liability, aiding and abetting or other
torlious conduct.




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Crestline Investments, L.L.C.

Tucson, Arizona

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	 	 	 	The term “Release” shall mean any releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping.
	 
	5.2		 	Trustor shall promptly complete any improvements that may be commenced, in good and
workmanlike manner and in conformity with plans and specifications approved by Beneficiary to
the extent such is not the obligation of a tenant under a Lease, and shall repair and restore
any portions of the Trust Property that may be damaged or destroyed, provided, however, if
Beneficiary has no obligation to make insurance or condemnation proceeds in its possession
available for such purpose, and Beneficiary elects to apply such proceeds to the payment of
the Obligation, Trustor’s obligations under this provision shall not include the obligation
referred to above but only an obligation to make such repairs as are necessary to make the
remaining undamaged portion of such improvements (if any) useable for their intended purpose.
Trustor shall pay when due all claims for work performed and materials furnished on or in
connection with the Trust Property or any part thereof and shall pay, discharge, or cause to
be removed, all mechanic’s, artisan’s, laborer’s or materialman’s charges, liens, claims of
liens or encumbrances upon the Trust Property. Trustor shall comply with all laws, ordinances
and regulations now or hereafter enacted affecting the Trust Property or requiring any
alterations or improvements to be made. Except as required by law, Trustor shall not remove,
substantially alter, or demolish any building or improvement included in the Trust Property
without Beneficiary’s prior written consent.








	5.3	 	(a)	Trustor shall provide and maintain policies of fire and extended coverage
insurance on the Trust Property in an amount not less than the full insurable value,
on a replacement-cost basis, of the Trust Property and, when requested by
Beneficiary, shall also provide and maintain policies of insurance in amounts
required by Beneficiary covering vandalism and malicious mischief, sprinkler leakage
and all other risks commonly insured against by persons owning like properties in
the locality of the Trust Property or commonly required by prudent institutional
lenders making loans secured by liens against such properties. Trustor shall also
provide and maintain insurance in the minimum amount of One Million Two Hundred
Fifteen Thousand and No/100 Dollars ($1,215,000.00) or in such other amounts as may
be determined by Beneficiary in the reasonable exercise of its discretion to cover
loss, total or partial, of rentals and other revenues derived from the Trust
Property for a period of at least twelve (12) months. All such policies shall
contain standard, non-contributory trust beneficiary clauses making losses payable
to Beneficiary. Trustor shall also provide and maintain comprehensive general
liability insurance in amounts reasonably required by Beneficiary but in no event
less than Two Million and No/100 Dollars ($2,000,000.00) per occurrence, and
containing endorsements naming Beneficiary as an additional insured. All insurance
policies shall contain the New York standard mortgagee clause endorsement, shall
provide that Beneficiary is to receive thirty (30) days notice prior to cancellation
and shall otherwise be in form, amounts, substance, and with insurance companies
reasonably satisfactory to Beneficiary. Original policies of insurance or certified
copies thereof shall be delivered to Beneficiary; renewal policies or binders





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Deed of Trust

Crestline Investments L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	 	 	thereof shall be delivered to Beneficiary thirty (30) days before the
expiration of the then-existing policies with satisfactory proof that the premiums
for renewal have been paid.
	 
	 	(b)	 	In the event of loss, Trustor shall give immediate notice to Beneficiary, and
Beneficiary may make proof of loss if not made promptly by Trustor. Each insurance
company is hereby authorized and directed to make payment for loss directly to
Beneficiary, instead of to Trustor or to Trustor and Beneficiary jointly; Beneficiary
may apply all or any part of such insurance proceeds to the payment of the Obligation,
whether or not then due, or the restoration or repair of the Trust Property; provided,
however, that if (a) there is projected annual net operating income from the leases
remaining in full force and effect after such damage or destruction
to equal 1.2 times
the sum of the annual principal and interest payments secured by the Trust Property,
the annual taxes and assessments and the insurance premiums (or if not, Trustor
deposits the difference thereof with Beneficiary until such ratio is achieved), (b)
such leases require Trustor to rebuild or restore the buildings and improvements on the
Trust Property, (c) the insurers do not deny liability as to the insured, and (d) there
is no breach or default under the terms of the Note, this Deed of Trust or any other
document or instrument executed or delivered in connection with the Obligation, such
proceeds, after deducting therefrom any expenses incurred in the collection thereof,
shall be used to reimburse Trustor for the cost of the rebuilding or restoration of
buildings or improvements on the Trust Property. Beneficiary shall not be responsible
for any insurance, for the collection of any insurance proceeds, or for the insolvency
of any insurer. Application of insurance proceeds by Beneficiary shall not cure nor
waive any Event of Default nor invalidate any act done hereunder because of any such
Event of Default. In the event of the sale of the Trust Property under the power of
sale herein granted to Trustee, or upon foreclosure of this Deed of Trust as a
mortgage, or in the event Beneficiary or a receiver appointed by the court shall take
possession of the Trust Property without sale, then all right, title and interest of
Trustor in and to all insurance policies then in force shall inure to the benefit of
and pass to the beneficiary in possession, receiver or purchaser at such sale, as the
case may be. Beneficiary is hereby appointed attorney in fact for Trustor to assign
and transfer such policies.
	 
	 	(c)	 	If the insurance proceeds are to be used for the restoration and repair of the
Trust Property, they shall be held by Beneficiary in a non-interest bearing account
selected by Beneficiary in its sole and absolute discretion (the “Restoration
Account”). Trustor, at its expense, shall promptly prepare and submit to Beneficiary
all plans and specifications necessary for the restoration and repair of the damaged
Trust Property, together with evidence acceptable to Beneficiary setting forth the
total expenditure needed for the restoration and repair based upon a fixed price
contract with a reputable builder and covered by performance and labor and material
payment bonds. The plans and specifications and all other aspects of the proposed
restoration and repair shall be subject to Beneficiary’s approval. In the event the
insurance proceeds held in the Restoration Account are





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	 	 	insufficient to complete the restoration and repair. Trustor shall deposit in
the Restoration Account an amount equal to the difference between the amount then
held in the Restoration Account and the total contract price for the restoration
and repair. Trustor may commence restoration and repair of the damaged Trust
Property only when authorized in writing by Beneficiary to do so and thereafter
shall proceed diligently with the restoration and repair until completed.
Disbursements shall be made from the Restoration Account for restoration and repair
in accordance with a disbursement schedule, and subject to other terms and
conditions, acceptable to Beneficiary. Disbursements from the Restoration Account
shall be charged first against funds deposited by Trustor and, after such funds are
exhausted, against the insurance proceeds deposited therein. In the event the
amounts held in the Restoration Account exceed the cost of the restoration and
repair of the damaged Trust Property, the excess funds shall be disbursed to
Trustor to the extent of any amounts deposited therein by Trustor. Any funds
remaining after such disbursement, at Beneficiary’s option, may be applied by
Beneficiary to the payment of the Obligation, whether or not then due, or may be
disbursed to Trustor. All funds held in the Restoration Account are hereby assigned
to Beneficiary as further security for the Obligation. Beneficiary, at any time,
may apply all or any part of the funds held in the Restoration Account to the
curing of any Event of Default.






	 	5.4	 	Except as provided in Paragraph 5.5, Trustor shall pay or cause to be paid all taxes and
assessments of every kind, nature and description levied or assessed on or against the Trust
Property and shall deliver to Beneficiary, at least ten (10) days before they become
delinquent, receipts showing payment of all such taxes and assessments and shall pay when due
all dues and charges for water and water delivery, electricity, gas, sewers, waste removal,
bills for repairs, and any and all other claims, encumbrances and expenses incident to the
ownership of the Trust Property.
	 
	 	 	 	In the event of the passage after the date of this Deed of Trust of any law of the State of
Arizona, deducting from the value of the Trust Property for the purpose of taxation any lien
thereon, or changing in any way the laws now in force for the taxation of mortgages, deeds
of trust, or debts secured thereby, for state or local purposes, or the manner of the
operation of any such taxes so as to affect the interest of Beneficiary, then and in such
event, Trustor shall bear and pay the full amount of such taxes, provided that if, for any
reason, payment by Trustor of any such new or additional taxes would be unlawful or if the
payment thereof would constitute usury or render the Obligation secured hereby wholly or
partially usurious under any of the terms or provisions of the Note, or the within Deed of
Trust, or otherwise, Beneficiary may, at its option, declare the whole sums secured by this
Deed of Trust with interest thereon to be due and payable ninety (90) days from the
effective date of the passage or change of law without prepayment charge or penalty, or
Beneficiary may, at its option, pay that amount or portion of such taxes as renders the
Obligation secured hereby unlawful or usurious, in which event Trustor shall concurrently
therewith pay the remaining lawful and non-usurious portion or balance of said taxes.





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	5.5	 	In order to insure the payment of taxes and assessments that are now, or hereafter
may be, a lien upon the Trust Property, Trustor shall pay to Beneficiary each month, in
addition to any other payments required hereunder, an amount equal to the taxes and special
assessments levied or to be levied against the Trust Property, all as reasonably estimated
by Beneficiary (giving due consideration to the previous year’s taxes and assessments) less
all deposits theretofore already made, divided by the number of months remaining before one
month prior to the date when the taxes and assessments become delinquent. If amounts paid to
Beneficiary under the terms of this paragraph are insufficient to pay all taxes and
assessments as they become due, Trustor shall pay to Beneficiary upon demand all additional
sums necessary to fully pay and discharge these items. All moneys paid to Beneficiary under
the terms of this paragraph may be either held by Beneficiary to pay the taxes and
assessments before the same become delinquent or applied to the Obligation either upon
payment by Beneficiary from its own funds of the taxes and assessments or upon the Event of
Default of Trustor To the extent provision is not made for payment pursuant to this
paragraph, Trustor shall remain obligated to pay all taxes and assessments as they become
due and payable. Deposits made under this paragraph may be commingled with Beneficiary’s
general funds; Beneficiary shall have no liability to Trustor for
interest on any deposits.
	 
	 	5.6	 	Trustor hereby assigns, transfers and conveys to Beneficiary all compensation and each and
every award of damages in connection with any condemnation for public or private use of, or
injury to, the Trust Property or any part thereof, to the extent of the Obligation then
remaining unpaid, and all such compensation and awards shall be paid directly to Beneficiary.
Beneficiary may apply all or any part of such compensation and awards to the payment of the
Obligation, whether or not then due. In the event any such compensation and awards are
applied to the indebtedness secured hereby, it shall include a prepayment privilege fee based
on the privilege rate as defined in the Note, if and to the extent one is awarded. Any
applicable prepayment privilege fee which results shall be paid as part of the award and not
in addition thereto. In the event any such compensation and awards are applied to the
restoration or repair of the Trust Property, the Trust Property is to be restored according to
the same criteria and in the same manner as provided in Section 5.3 herein.





SECTION 6 — PROTECTION AND PRESERVATION OF BENEFICIARY’S INTEREST





	 	6.1	 	Trustor, by the payment of any such tax or taxes, shall protect Beneficiary against any and
all loss from any taxation of indebtedness or deeds of trust, direct or indirect, that may be
imposed upon this Deed of Trust, the lien of this Deed of Trust on the Trust Property, or upon
the Obligation, by any law, rule, regulation or levy of the federal government, any state
government, or any political subdivision thereof. In the event the burden of such taxation
cannot lawfully be shifted from Beneficiary to Trustor, Beneficiary may declare the entire
Obligation due without prepayment fee and payable sixty (60) days after notice to Trustor.
	 
	 	6.2	 	If Trustor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the
Trust Property free from liens and claims of liens, to maintain and repair the Trust





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	 	 	Property, or to procure and maintain insurance thereon, or otherwise fail to perform
as required herein and such failure constitutes an Event of Default, Beneficiary may
advance the monies necessary to pay the same, to accomplish such maintenance and repairs,
to procure and maintain such insurance or to so perform; Beneficiary is hereby authorized
to enter upon the Trust Property for such purposes, subject to any rights of lessees or
tenants on the Trust Property.
	 
	 	6.3	 	Upon written request by Beneficiary, Trustor shall appear in and prosecute or defend any
action or proceeding that may affect the lien or the priority of the lien of this Deed of
Trust or the rights of Beneficiary hereunder and shall pay all costs, expenses (including the
cost of searching title) and actual and reasonable attorneys’ fees incurred in such action or
proceeding. Beneficiary may appear in and defend any action or proceeding purporting to
affect the lien or the priority of the lien of this Deed of Trust or the rights of
Beneficiary. Beneficiary may pay, purchase, contest or compromise any adverse claim,
encumbrance, charge or lien that in the judgment of Beneficiary appears to be prior or
superior to the lien of this Deed of Trust, other than any Permitted Exceptions.
	 
	 	6.4	 	Without obtaining the prior written consent of Beneficiary, Trustor shall not sell, transfer,
convey, assign or otherwise dispose of, or further encumber, all or any part of the Trust
Property or any interest therein, voluntarily or involuntarily, by operation of law or
otherwise. Any material change in the ownership or management of, or interest in, Trustor,
including, without limitation, if Daniel Kivel or Alvin Kivel voluntarily divests himself of
his management interests in Trustor, or if Daniel Kivel or Alvin Kivel voluntarily cease to be
the managers of Trustor, or any pledge or encumbrance of any interest in Trustor, shall be
deemed to be a transfer of the Trust Property; provided, however, Daniel Kivel or Alvin Kivel
or both may assign his management position to a family member or to a qualified manager. Upon
the occurrence of any such transaction with Beneficiary’s consent, or without Beneficiary’s
consent if Beneficiary elects not to exercise its rights and remedies for an Event of Default,
Beneficiary (i) may increase the interest rate on all or any part of the Obligation to its
then current market rate for similar indebtedness; (ii) may charge a loan fee and a processing
fee in connection with the change; and (iii) shall not be obligated to release Trustor from
any liability hereunder or for the Obligation except to the extent required by law. Consent to
any such transaction shall not be deemed to be consent or a waiver of the requirement of
consent to any other such transaction.
	 
	 	 	 	Notwithstanding the foregoing paragraph, the following
transfers are permitted upon written
consent of Beneficiary, which consent shall not be unreasonably withheld, and (i) upon the
payment of a One Thousand Five Hundred and No/100 Dollars ($1,500.00) review fee to
Beneficiary, and (ii) the payment of all fees and expenses incurred by Beneficiary or its
counsel, and (iii) upon delivery to Beneficiary of all documents required by Beneficiary to
maintain all of Beneficiary’s security under any Loan Documents or other security related to
the Note:





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	(a)	 	transfers of interests in the Trustor resulting from the death or
incapacity of any individual member of Trustor or any trustee of a member of
Trustor, or
	 
	 	(b)	 	transfers of interests in the Trustor by any individual member of
Trustor or any trustee of a member of Trustor to a spouse, sibling, children or
parents of such individual member of Trustor for estate or tax planning purposes
provided no Event of Default exists and no event exists that, with the passage
of time or the giving of notice or both, would constitute such an Event of
Default, and






	 	 	 	There shall be no $1,500.00 review fee paid to Beneficiary as the result of a transfer
under subsection (a) above. Additionally, on one occasion during each Loan Year, any
manager, partner, trustee/beneficiary and/or member of Trustor or the entities comprising
Trustor may transfer on such one occasion all or a portion of such manager’s, partner’s,
trustee’s/beneficiary’s and/or member’s interest to the family members set forth in
subsection (b) above, without any obligation to pay the $1,500.00 review fee required under
this paragraph.
	 
	 	 	 	Notwithstanding the first paragraph of this Section 6.4, Beneficiary will permit Trustor to
transfer all (but not less than all) of Trustor’s interest in the Trust Property once
during the term hereof, if Beneficiary is satisfied, in its sole discretion exercised in
good faith, that: (1) the proposed buyer or transferee is creditworthy based on
Beneficiary’s then current leading criteria, (2) the use of the Trust Property will not
change, (3) the proposed buyer or transferee has good managerial and operational skills,
and (4) the loan evidenced hereby is not in default and no event has occurred which if left
uncured would result in an Event of Default. Trustor shall pay all expenses (including
reasonable counsel fees) incurred by Beneficiary in connection with any such proposed
transfer; and shall pay Beneficiary a transfer fee equal to one percent (1%) of the
principal balance of the Note as of the date of the request for the transfer, which fee
less One Thousand Five Hundred and No/100 Dollars ($1,500.00) and Beneficiary’s actual
costs and expenses shall be returned if the proposed transfer does not occur.
	 
	 	6.5	 	Without obtaining the prior
written consent of Beneficiary,
Trustor shall not consent to, or
vote in favor of, the inclusion of
all or any part of the Trust
Property in any Community Facilities
District formed pursuant to the
Community Facilities District Act
(Laws 1988, Ch. 320), as amended
from time to time. Trustor shall
immediately give notice to
Beneficiary of any notification or
advice that Trustor may receive from
any municipality or other third
party of any intent or proposal to
include all or any part of the Trust
Property in a Community Facilities
District. Beneficiary shall have the
right to file a written objection to
the inclusion of all or any part of
the Trust Property in a Community
Facilities District, either in its
own name or in the name of Trustor,
and to appear at, and participate
in, any hearing with respect to the
formation of any such district.





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	6.6	 	All rights, powers and remedies granted Beneficiary herein, or otherwise available
to Beneficiary, are for the sole benefit and protection of Beneficiary, and Beneficiary may
exercise any such right, power or remedy, except as otherwise provided herein, at its option
and in its sole and absolute discretion without any obligation to do so. In addition, if,
under the terms hereof, Beneficiary is given two or more alternative courses of action,
Beneficiary may elect any alternative or combination of alternatives, at its option and in
its sole and absolute discretion. If any action requires Beneficiary’s consent or approval,
Beneficiary will be deemed to have given its approval if it does not respond within twenty
(20) business days after it receives a written request for consent or approval, together
with all other items required by Beneficiary, provided that the written request contains a
statement that Beneficiary’s consent will be deemed granted if it does not respond within
such twenty (20) business day period. All monies advanced by Beneficiary under the
terms hereof and all amounts paid, suffered or incurred by Beneficiary in exercising any
authority granted herein, including actual attorneys’ fees, shall be added to the
Obligation, shall be secured by this Deed of Trust, shall bear interest at the highest rate
payable on any of the Obligation until paid, and shall be due and payable by Trustor to
Beneficiary immediately upon demand.
	 
	 	6.7	 	Trustor, upon request of Beneficiary, shall promptly correct any defect, error or omission
that may be discovered in the content of this Deed of Trust or in the execution or
acknowledgment hereof. In addition, Trustor shall do such further acts as may be necessary or
that Beneficiary may reasonably request to carry out more effectively the purposes of this
Deed of Trust, to subject any property intended to be encumbered hereby to the lien and
security interest hereof, and to perfect and maintain the lien and security interest hereof.
	 
	 	6.8	 	Within ninety (90) days after the close of each fiscal year Trustor shall deliver to
Beneficiary financial statements of Daniel Kivel, Alvin Kivel Janal, LLP, Sea Colony
Investments, LLP and of Trustor, including a balance sheet and statements of income and
expenses that include the results of the financial operation of the Trust Property, all in
reasonable detail and prepared according to generally accepted accounting principles. Year end
statements shall be certified by Trustor, if Trustor is an individual, by the chief financial
officer of Trustor, if Trustor is a corporation, by a general partner of Trustor, if Trustor
is a partnership, or by the managing member, if Trustor is a limited liability company or
limited liability partnership. When requested by Beneficiary, Trustor shall promptly deliver,
in writing, such further information as Beneficiary shall reasonably request relating to any
of such financial statements. Beneficiary may have access to Trustor’s books and records at
reasonable times after reasonable notice to enable Beneficiary to verify the information
furnished Beneficiary pursuant to this paragraph.
	 
	 	6.9	 	Trustor, upon request of Beneficiary, shall enter into a management contract with a property
management firm acceptable to Beneficiary for the maintenance, care, preservation and
leasing of the Premises.





SECTION 7 — REPRESENTATIONS AND WARRANTIES




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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	7.1	 	If Trustor is a corporation, limited liability company, partnership or trust, it
(i) is duly organized, validly existing and in good standing under the laws of the state in
which it is organized; (ii) is qualified to do business and is in good standing under the
laws of the state in which the Trust Property is located and in each state in which it is
doing business; (iii) has full power and authority to own its properties and assets and to
carry on its business as now conducted; and (iv) is fully authorized and permitted to
execute and deliver this Deed of Trust. The execution, delivery and performance by Trustor
of this Deed of Trust and all other documents and instruments relating to the Obligation
will not result in any breach of the terms or conditions or constitute a default under any
agreement or instrument under which Trustor is a party or is obligated. Trustor is not in
default in the performance or observance of any covenants, conditions or provisions of any
such agreement or instrument.
	 
	 	7.2	 	Following appropriate recordation, the liens, security, interests and assignments created
hereby will be valid, effective, properly perfected and enforceable liens, security interests
and assignments.
	 
	 	7.3	 	All financial statements, profit and loss statements, statements as to ownership and other
statements or reports previously or hereafter given to Beneficiary by or on behalf of Trustor
are and shall be true, complete and correct as of the date thereof. There has been no material
adverse change in the financial condition or the results of the operation of Trustor since the
latest financial statement of Trustor given to Beneficiary.
	 
	 	7.4	 	Trustor has filed all federal, state and local tax returns and has paid all of its current
obligations before delinquent, including all federal, state and local taxes and all other
payments required under federal, state or local law.
	 
	 	7.5	 	Neither the Trust Property nor Trustor are in violation of any Environmental Law and neither
the Trust Property nor Trustor are subject to any existing, pending or threatened
investigation by any federal, state or local governmental authority under or in connection
with any Environmental Law. Trustor has not obtained as the result of the requirements of any
Environmental Law, and is not required by any Environmental Law to obtain, any permit or
license to construct or use any improvements, fixtures or equipment that are a part of, or are
located on, the Trust Property or to operate any business that is being conducted or intended
to be conducted on the Trust Property. Neither Trustor nor any third
party will use,
generate, manufacture, produce, store, or Release, on, under or about the Trust Property,
or transfer to or from the Trust Property, any Regulated Substance except in compliance with
all applicable Environmental Laws. Trustor has not caused or permitted the Release of, and has
no knowledge of the Release or presence of, any Regulated Substance on the Trust Property or
the migration of any Regulated Substance from or to any other property adjacent to, or in the
vicinity of, the Trust Property. Trustor’s prior and present use of the Trust Property has not
resulted in, and its intended future use of the Trust Property will not result in the Release
of any Regulated Substance on the Trust Property. When known to Trustor, Trustor shall give
prompt written notice to Beneficiary at the address set forth herein of:





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070





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	 	(a)	 	any proceeding or investigation by any federal, state or local governmental
authority (including, without limitation, the Arizona Department of Health Services,
Arizona Department of Environmental Quality or the U.S. Environmental Protection
Agency) with respect to the presence of any Regulated Substance on the Trust Property
or the migration thereof from or to any other property adjacent to, or in the vicinity
of, the Trust Property;
	 
	 	(b)	 	all claims made or threatened by any third party against Trustor or the Trust
Property relating to any loss or injury resulting from any Regulated Substance;
	 
	 	(c)	 	Trustor’s discovery of any occurrence or condition on any property adjoining or
in the vicinity of the Trust Property that could cause the Trust Property or any part
thereof to be subject to any restrictions on its ownership, occupancy, transferability
or use under any Environmental Law; and
	 
	 	(d)	 	Trustor hereby represents to Beneficiary that the Trust Property is in full
compliance with The Americans with Disabilities Act (“the ADA” or “the Act”) and all
regulations promulgated thereunder. Trustor hereby covenants and agrees not to permit,
commit or suffer to exist any condition which might result in a violation to the Act,
and if any such condition should occur to immediately remedy any such condition.
Trustor hereby indemnifies and agrees to defend and hold Beneficiary harmless from and
against any loss, cost or damage by reason of the breach of the covenants, agreements,
representations and indemnities set forth herein.






	7.6	 	All representations and warranties made herein shall survive the execution hereof, the
execution and delivery of all other documents and instruments in connection with the
Obligation, and until the Obligation has been fully paid and performed.





SECTION 8 — DEFAULTS; REMEDIES





	8.1	 	The occurrence of any of the following events or conditions shall constitute an “Event of
Default” under this Deed of Trust:






	 	(a)	 	Any failure to pay any principal or interest or any other part of the
Obligation when the same shall become due and payable and such failure continues for
tea (10) days.
	 
	 	(b)	 	Any failure or neglect to perform or observe any of the covenants, conditions,
provisions or agreements of this Deed of Trust, the Note or any other document or
instrument executed or delivered in connection with the Obligation (other than a
failure or neglect described in one or more of the other provisions of this Paragraph
8.1) and such failure or neglect either cannot be remedied or, if it can be remedied,
it continues unremedied for a period of thirty (30) days after notice thereof to
Trustor.





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	(c)	 	Any warranty, material representation or material statement contained in this
Deed of Trust, the Note or any other document or instrument executed or delivered in
connection with the Obligation, or made or furnished to Beneficiary by or on behalf of
Trustor, that shall be or shall prove to have been false when made or furnished.
	 
	 	(d)	 	The filing by Trustor or any guarantor of the Obligation (or against Trustor or such
guarantor to which Trustor or such endorser or guarantor acquiesces or that is not dismissed
within forty-five (45) days after the filing thereof) of any proceeding under the federal
bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in
effect; the entry of an order for relief under such laws with respect to Trustor or such
guarantor; or the appointment of a receiver, trustee, custodian or conservator of all or any
part of the assets of Trustor or such guarantor.
	 
	 	(e)	 	The insolvency of Trustor or any guarantor of the Obligation;
or the execution by Trustor or
such guarantor of an assignment for the benefit of creditors; or the convening by Trustor or
such guarantor of a meeting of its creditors, or any class thereof, for purposes of effecting
a moratorium upon or extension or composition of its debts; or the failure of Trustor or such
guarantor to pay its debts as they mature; or if Trustor or such guarantor is generally not
paying its debts as they mature.
	 
	 	(f)	 	The admission in writing by Trustor or any guarantor of the Obligation that it is unable to
pay its debts as they mature or that it is generally not paying its debts as they mature.
	 
	 	(g)	 	The death or incapacity of Trustor or any guarantor of the Obligation, if an individual, or
the liquidation, termination or dissolution of Trustor or any such guarantor, if a
corporation, partnership or joint venture.
	 
	 	(h)	 	Any levy or execution upon, or judicial seizure of, any portion of the Trust Properly, the
Personal Property, or any other collateral or security for the Obligation,
	 
	 	(i)	 	Any attachment or garnishment of, or the existence or filing of any lien or encumbrance
other than any Permitted Exceptions against, any portion of the Trust Property, the Personal
Property, or any other collateral or security for the Obligation that is not removed or
corrected within fifteen (15) days after its creation.
	 
	 	(j)	 	The institution of any legal action or proceedings to enforce any lien or encumbrance upon
any portion of the Trust Property, the Personal Property, or any other collateral or security
for the Obligation that is not dismissed within fifteen (15) days after its institution.





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070



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	 	(k)	 	The abandonment by Trustor of all or any part of the Trust Property.
	 
	 	(l)	 	The existence of any encroachment upon the Trust Property that has occurred
without the approval of Beneficiary that is not removed or corrected within thirty
(30) days after its creation, or such longer period as may be required, provided
Trustor commences such cure within such thirty (30) day period and diligently
prosecutes the same to completion, but in no event to exceed ninety (90) days.
	 
	 	(m)	 	The demolition or destruction of, or any substantial damage to, any portion of
the Trust Property that is not adequately covered by insurance, or the loss, theft or
destruction of, or any substantial damage to, any portion of the Personal Property or
any other collateral or security for the Obligation, that is not adequately covered
by insurance.
	 
	 	(n)	 	The occurrence of any event of default under the Note or any other document or
instrument executed or delivered in connection with the Obligation which is not timely
cured after the expiration of any applicable grace period or after the giving of any
required notice.
	 
	 	(o)	 	The occurrence of any material adverse change in the financial condition of
Trustor that Beneficiary, in its reasonable discretion, deems material, or if
Beneficiary in good faith shall believe that the prospect of payment or performance of
the Obligation is impaired.






	8.2	 	Upon the occurrence of any Event of Default, and at any time while such Event of Default is
continuing, Beneficiary may do one or more of the following:






	 	(a)	 	Declare the entire Obligation to be immediately due and payable, and the same,
with all costs and charges, shall be collectible thereupon by action at law.
	 
	 	(b)	 	Give such notice of default and of election to cause the Trust Property to be
sold as may be required by law or as may be necessary to cause Trustee to exercise the
power of sale granted herein. Trustee shall then record and give such notice of
trustee’s sale as then required by law and, after the expiration
of such time as may be
required by law, may sell the Trust Property at the time and place specified in the
notice of sale, as a whole or in separate parcels as directed by Beneficiary, or by
Trustor to the extent required by law, at public auction to the highest bidder for cash
in lawful money of the United States, payable at time of sale, all in accordance with
applicable law. Trustee, from time to time, may postpone or continue the sale of all or
any portion of the Trust Property by public declaration at the time and place last
appointed for the sale. No other notice of the postponed sale shall be required. Upon
any sale, Trustee shall deliver its deed conveying the property sold, without any
covenant or warranty, express or implied, to the purchaser or purchasers at the sale.
The recitals in such deed of any matters or facts shall be conclusive as to the
accuracy thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase
at the sale.





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	(c)	 	Commence proceedings for foreclosure (either judicially or by Power of Sale as
Beneficiary may determine in its sole discretion) of this Deed of Trust in the manner
provided by law for the foreclosure of a real property mortgage.
	 
	 	(d)	 	Exercise any or all of the remedies of a secured party under the Uniform Commercial Code with
respect to the Personal Property. If Beneficiary should proceed to dispose of any of the
Personal Property in accordance with the provisions of the Uniform Commercial Code, five (5)
days notice by Beneficiary to Trustor shall be deemed to be commercially reasonable notice
under any provision of the Uniform Commercial Code requiring notice. Trustor, however, agrees
that all property of every nature and description, whether real or personal, covered by this
Deed of Trust, together with all personal property used on or in connection with the Premises
or any business conducted thereon by the Trustor and covered by separate security agreements,
is encumbered as one unit, that this Deed of Trust and such security interests, at
Beneficiary’s option, may be foreclosed or sold in the same proceeding, and that all property
encumbered (both realty and personality), at Beneficiary’s option, may be sold as such in one
unit as a going business, subject to the provisions of applicable law.
	 
	 	(e)	 	Send notifications to any and all lessees and tenants under the Leases that all Rents shall
be paid to Beneficiary. Thereafter, Beneficiary shall be entitled to collect the Rents until
Trustor cures all Events of Default and may apply the Rents collected at its sole discretion
to the maintenance of the Trust Property and/or the payment of the Obligation.
	 
	 	(f)	 	Apply any funds in the possession or control of Beneficiary under the provisions of Paragraph
5.5 hereof to the payment of the Obligation, in lieu of the purposes specified in that
paragraph.
	 
	 	(g)	 	Without regard to the adequacy of any security for the Obligation, but subject to any rights
of lessees or tenants on the Trust Property, enter upon and take possession of all or any part
of the Trust Property, cither in person or by agent or employee, or by a receiver appointed by
a court of competent jurisdiction; Trustor shall on demand peaceably surrender possession of
the Trust Property to Beneficiary. Beneficiary, in its own name or in the name of Trustor, may
operate and maintain all or any part of the Trust Property to such extent as Beneficiary deems
advisable, may rent and lease the same to such persons, for such periods of time, and on such
terms and conditions as Beneficiary in its sole discretion may determine, and may sue for or
otherwise collect any and all Rents, including those past due and unpaid. In dealing with the
Trust Property as a beneficiary in possession, Beneficiary shall not be subject to any
liability, charge, or obligation therefor to Trustor, other than for willful misconduct, and
shall be entitled to operate any business then being conducted or which could be conducted
thereon or therewith at the expense of and for the account of Trustor (and all net losses,
costs and expenses thereby incurred shall be advances governed by Paragraph 6.2 hereof), to
the same extent as the owner thereof could do, and to apply the Rents





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Crestline Investments, L.L.C.

Tucson, Arizona

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	 	 	 	to pay the receiver’s expenses, if any, for the operation of the Trust Property and
then in the manner provided in Paragraph 3.3 herein.






	8.3	 	At any time after the recording by Trustee of notice of trustee’s sale or after the
institution of foreclosure proceedings, upon application of Beneficiary, a receiver may be
appointed by any court of competent jurisdiction to take charge of all the Trust Property, to
manage, operate and carry on any business then being conducted or that could be conducted on
the Premises, to carry on, protect, preserve, replace and repair the Trust Property, and
receive and collect all Rents and to apply the same to pay the receiver’s expenses for the
operation of the Trust Property and then in the manner provided in Paragraph 3.3 herein. Upon
appointment of said receiver, Trustor shall immediately deliver possession of all of the Trust
Property to such receiver.
	 
	8.4	 	Trustor shall pay all costs and expenses, including without limitation costs of title
searches and title policy commitments, Uniform Commercial Code searches, court costs and
actual attorneys’ fees, incurred by Beneficiary in enforcing payment and performance of the
Obligation or in exercising the rights and remedies of Beneficiary hereunder. All such costs
and expenses shall be secured by this Deed of Trust and by all other lien and security
documents securing the Obligation. In the event of a dispute between Trustor and Beneficiary
regarding the interpretation of this Deed of Trust the prevailing party shall be entitled to
court costs and reasonable attorneys’ fees incurred resolving the interpretation and such
court costs and attorneys’ fees shall be set by the court and not by jury (trial by jury being
waived) and shall be included in any judgment obtained by Beneficiary.
	 
	8.5	 	In addition to any remedies provided herein for an Event of Default, Beneficiary shall have
all other legal or equitable remedies allowed under applicable law (including specifically
that of foreclosure of this instrument as though it were a mortgage). No failure on the part
of Beneficiary to exercise any of its rights hereunder arising upon any Event of Default shall
be construed to prejudice its rights upon the occurrence of any other or subsequent Event of
Default. No delay on the part of Beneficiary in exercising any such rights shall be construed
to preclude it from the exercise thereof at any time while that Event of Default is
continuing. Beneficiary may enforce any one or more remedies or rights hereunder successively
or concurrently. By accepting payment or performance of any of the Obligation after its due
date, Beneficiary shall not thereby waive the agreement contained herein that time is of the
essence, nor shall Beneficiary waive either its right to require prompt payment or performance
when due of the remainder of the Obligation or its right to consider the failure to so pay or
perform an Event of Default.
	 
	8.6	 	In consideration of the limitation on personal liability as provided in the Note, Trustor
agrees that to the extent Trustor is entitled to present competent evidence of the fair market
value of the Premises as of the date of foreclosure or in connection with a bankruptcy
proceeding affecting Trustor and/or the Premises, the Following shall be considered competent
evidence for the fact finder’s determination of the fair market value of the Premises as of
the date of the foreclosure sale;





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	(i)	 	the Premises shall be valued in an “as is” condition as of the date of the
foreclosure sale, without any assumption or expectation that the Premises will be
repaired or improved in any manner before a resale of the Premises after
foreclosure;
	 
	 	(ii)	 	the valuation shall be based upon an assumption that the foreclosure purchaser
desires a prompt resale of the Premises for cash promptly (but no later than twelve
(12) months) following the foreclosure sale;
	 
	 	(iii)	 	all expenses to be incurred by ‘Beneficiary when the purchaser at the
foreclosure sale resells the Premises, including reasonable closing costs customarily
borne by the seller in a commercial real estate transaction, should be taken into
account in such valuation, including, without limitation, brokerage commissions, title
insurance, a survey of the Premises, tax prorations, attorneys’ fees, and marketing
costs;
	 
	 	(iv)	 	the gross fair market value of the Premises shall be further discounted to
account for any estimated holding costs associated with maintaining the Premises
pending sale, including, without limitation, utilities expenses, property management
fees, taxes and assessments (to the extent not accounted for in (iii) above), and
other maintenance expenses; and
	 
	 	(v)	 	any expert opinion testimony given or considered in connection with a
determination of the fair market value of the Premises must be given by persons having
at least five (5) years experience in appraising similarly improved property in the
vicinity where the Premises is located and being actively engaged therein at the time
of such testimony.





SECTION 9 — GENERAL PROVISIONS





	9.1	 	Trustor shall defend, indemnify and hold harmless Beneficiary, any successors to
Beneficiary’s interest in the Trust Property, any purchaser of the Trust Property upon
foreclosure, and all shareholders, directors, officers, employees and agents of all of the
foregoing and their heirs, personal representatives, successors and assigns from and against
all claims, costs, expenses, actions, suits, proceedings, losses, damages and liabilities of
any kind whatsoever, including but not limited to all amounts paid in settlement of, and all
costs and expenses (including actual and reasonable attorneys’ fees) (collectively, the
“Losses”) incurred in defending or settling, any actual or threatened claim, action, suit or
proceeding, directly or indirectly arising out of or relating to the Obligation, this Deed of
Trust, or the Trust Property, including but not limited to (i) any use, generation,
manufacture, production, storage, Release, threatened Release, or presence of a Regulated
Substance on, under or about the Trust Property, (ii) any violation or claim of violation of
any Environmental Law with respect to the Trust Property; or (iii) any breach of any of the
warranties, representations and covenants contained herein. This indemnity provision shall
continue in full force and effect and shall survive the payment and performance of the
Obligation, the release of record of the





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	 	lien of this Deed of Trust, any foreclosure (or action in lieu of foreclosure) of this Deed
of Trust, the exercise by Beneficiary of any other remedy under this Deed of Trust or any
other document or instrument evidencing or securing the Obligation, and any suit,
proceeding or judgment against Trustor by Beneficiary hereon. The foregoing shall not apply
to Losses resulting from Regulated Substances brought onto the Trust Property by
Beneficiary nor shall it apply to Losses resulting from Regulated Substances brought or
released onto the Trust Property after a transfer of the Trust Property to a third party or
to Beneficiary.
	 
	9.2	 	The acceptance of this Deed of Trust by Beneficiary shall not be considered a waiver of or in
any way to affect or impair any other security that Beneficiary may have, acquire
simultaneously herewith, or hereafter acquire for the payment or performance of the
Obligation, nor shall the taking by Beneficiary at any time of any such additional security be
construed as a waiver of or in any way to affect or impair the security of this Deed of Trust;
Beneficiary may resort, for the payment or performance of the Obligation, to its several
securities therefor in such order and manner as it may determine.
	 
	9.3	 	Without notice or demand, without affecting the obligations of Trustor hereunder or the
personal liability of any person for payment or performance of the Obligation, and without
affecting the lien or the priority of the lien of this Deed of Trust, Beneficiary, from time
to time, may: (i) extend the time for payment of all or any part of the Obligation, accept a
renewal note therefor, reduce the payments thereon, release any person liable for all or any
part thereof, or otherwise change the terms of all or any part of the Obligation; (ii) take
and hold other security for the payment or performance of the Obligation and enforce,
exchange, substitute, subordinate, waive or release any such security; (iii) consent to the
making of any map or plat of the Trust Property; (iv) join in granting any easement on or in
creating any covenants, conditions or restrictions affecting the use or occupancy of the Trust
Property; (v) join in any extension or subordination agreement; or (vi) release or direct
Trustee to release any part of the Trust Property from this Deed of Trust. Any such action by
Beneficiary, or Trustee at Beneficiary’s direction, may be taken without the consent of any
junior lienholder and shall not affect the priority of this Deed of Trust over any junior
lien.
	 
	9.4	 	Trustor waives and agrees not to assert; (i) any right to require Beneficiary to proceed
against any guarantor, to proceed against or exhaust any other security for the Obligation, to
pursue any other remedy available to Beneficiary, or to pursue any remedy in any particular
order or manner; (ii) the benefits of any legal or equitable doctrine or principle of
marshalling; (iii) to the extent permitted by law, the benefits of any statute of limitations
affecting the enforcement hereof; (iv) demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment, relating to the
Obligation; and (v) any benefit of, and any right to participate in, any other security now or
hereafter held by Beneficiary.
	 
	9.5	 	Upon written request of Beneficiary stating that all of the Obligation has been paid, and
upon surrender of this Deed of Trust and the Note to Trustee for cancellation and retention
or, if requested, delivery, then Trustee (and Beneficiary if necessary to clear





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Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	 	 	title), upon payment of Trustee’s fees, shall reconvey, without warranty, the Trust
Property. The recitals in such reconveyance of any matters or facts shall be conclusive as
to the accuracy thereof. The grantee in such reconveyance may be described as “the person or
persons legally entitled thereto.” Five (5) years after issuance of such full reconveyance,
Trustee may destroy the Note and this Deed of Trust (unless directed in such request to
retain them), unless prior thereto Trustee has been directed to deliver them to the person
or persons to whom the property was reconveyed.
	 
	9.6	 	Beneficiary or Trustee, or both, shall have the right to inspect the Trust Property at all
reasonable times.
	 
	9.7	 	Time is of the essence hereof. If more than one Trustor is named herein, the word “Trustor”
shall mean all and any one or more of them, severally and collectively, unless otherwise
specifically provided. All liability hereunder shall be joint and several. This Deed of Trust
shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs,
personal representatives, successors and assigns. The term “Beneficiary” shall include not
only the original Beneficiary hereunder but also any future owner and holder, including
pledgees, of the Note. The provisions hereof shall apply to the parties according to the
context thereof and without regard to the number or gender of words or expressions used.
	 
	9.8	 	The acceptance by Trustee of this trust shall be evidenced when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. The trust created
hereby is irrevocable by Trustor. The Beneficiary shall have the right from time to time to
substitute the trustee hereunder by an instrument in writing in any manner now or hereafter
provided by law.
	 
	9.9	 	This Deed of Trust cannot be changed except by agreement, in writing, signed by Trustor and
Beneficiary.
	 
	9.10	 	No setoff or claim that Trustor now has or may in the future have against Beneficiary shall
relieve Trustor from paying or performing the Obligation.
	 
	9.11	 	Each term, condition and provision of this Deed of Trust shall be interpreted in such manner
as to be effective and valid under applicable law but if any term, condition or provision of
this Deed of Trust shall be held to be void or invalid, the same shall not affect the
remainder hereof which shall be effective as though the void or invalid term, condition or
provision had not been contained herein. In addition, should this instrument be or become
ineffective as a deed of trust, then these presents shall be construed and enforced as a
realty mortgage with the Trustor being the Mortgagor and Beneficiary being the Mortgagee.
	 
	9.12	 	This Deed of Trust, the Obligation and the agreements of any person or entity to pay or
perform the Obligation shall be governed by and construed according to the laws of the State
of Arizona. Venue shall be appropriate only in Tucson, Arizona.





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




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	9.13	 	All notices required or permitted to be given hereunder shall be in writing and may be
given in person or by United States mail, by delivery service or by electronic transmission.
Any notice directed to a party to this Deed of Trust shall become effective upon the
earliest of the following: (i) actual receipt by that party; (ii) delivery to the designated
address of that party, addressed to that party; or (iii) if given by certified or registered
United States mail, twenty-four (24) hours after deposit with the United States Postal
Service, postage prepaid, addressed to that party at its designated address. The designated
address of a party shall be the address of that party shown at the beginning of this Deed of
Trust with copies to the party listed below or such other address as that party, from time
to time, may specify by notice to the other parties:






	 	 	 	Daniel Kivel

10 Ocean Park Boulevard, #5

Santa Monica, California 90405


	 
	 	 	 	Deborah Oseran

Mendelsohn, Oseran & Eisner, P.C. 

2730 East
Broadway Boulevard, Suite 100 

Tucson,
Arizona 85716






	9.14	 	As further security for the payment and performance of the Obligation, Beneficiary shall be
subrogated to the lien, although released of record, of any and all encumbrances paid from the
proceeds of any loan included in the Obligation.
	 
	9.15	 	Trustor’s liability for the payment of the indebtedness or performance of the Obligation
shall be limited to Trustor’s interest in the Trust Property, subject to the exceptions and
qualifications provided for in the Note.
	 
	9.16	 	Nothing contained in the Note or Deed of Trust shall be construed in a manner to create any
relationship between Trustor and Beneficiary other than the relationship of borrower and
lender and Trustor and Beneficiary shall not be considered partners or co-venturers for any
purpose. The terms and provisions of the Note and Deed of Trust are for the benefit of
Trustor, Beneficiary and their respective successors, assigns, endorsees and transferees and
all persons claiming under or through them, and no other person shall have any right or cause
of action on account thereof.
	 
	9.17	 	INTENTIONALLY OMITTED.
	 
	9.18	 	Trustor shall have the right to contest in good faith the validity or amount of any tax
assessment or lien arising from any work performed at or materials furnished to the premises
which right, however, is conditional upon (i) such contest having the effect of preventing
the collection of the tax, assessment or lien so contested and the sale or forfeiture of the
premises or any part thereof or interest therein to satisfy the same, (ii) Trustor giving
Beneficiary written notice of its intention to contest the same in a timely manner, which,
with respect to any contested tax or assessment, shall mean before any such tax, assessment
or lien has been increased by any penalties or costs, and with





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Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070





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respect to any contested mechanic’s lien claim, shall mean within thirty (30) days
after Trustor receives actual notice of the filing thereof, (iii) Trustor making and
thereafter maintaining with Beneficiary or such other depositary as Beneficiary may
designate, a deposit of cash (or United States government securities, in discount form, or
other security as may, in Beneficiary’s sole discretion, be acceptable to Beneficiary, and
in either case having a present value equal to the amount herein specified) in an amount no
less than One Hundred Fifty Percent (150%) of the amount which, in Beneficiary’s reasonable
opinion, determined from time to time, shall be sufficient to pay in full such contested
tax, assessment or lien and penalties, costs and interest that may become due thereon in
the event of a final determination thereof adverse to Trustor or in the event Trustor fails
to prosecute such contest as herein required, or in lieu thereof, Trustor providing to
Beneficiary title insurance over such matters in form and substance reasonably acceptable
to Beneficiary, and (iv) Trustor diligently prosecuting such contest by appropriate legal
proceedings. In the event Trustor shall fail to prosecute such contest with reasonable
diligence or shall fail to maintain sufficient funds, or other security as aforesaid, on
deposit as hereinabove provided, Beneficiary may, at its option, liquidate the securities
deposited with Beneficiary, and apply the proceeds thereof and other monies deposited with
Beneficiary in payment of, or on account of, such taxes, assessments, or liens or any
portion thereof then unpaid, including the payment of all penalties and interest thereon.



SECTION 10 — ARIZONA DEED OF TRUST




     Beneficiary and Trustee shall have all rights, benefits and remedies conferred or
contemplated by A.R.S. § § 33-801 through 821 (the “Deed of Trust Act”). Notwithstanding the
foregoing, Beneficiary may, at its option in its sole discretion, elect to foreclose this Deed of
Trust judicially as authorized by A.R.S. § 33-807.




	 	(a)	 	In addition to, and not in limitation of, any other remedy provided
in or available
under this Deed of Trust, Beneficiary shall have all the rights set forth in
A.R.S. § 33-702B (as amended, supplemented or supplanted) regarding
enforcement of the assignment of rents contained herein.
	 
	 	(b)	 	It is Trustor’s intention that the obligations of Trustor to pay and perform
the
Obligation secured by this Deed of Trust be governed according to the express,
bargained-for terms hereof and of the other Loan Documents. The interest rate
and terms applicable to the Note and the other Loan Documents have been
negotiated and agreed to by Beneficiary upon that basis. Therefore, to the fullest
extent allowable under Arizona law and subject to the limitations or recourse
hereunder as set forth in Section 9.15 of this Deed of Trust and in the Note,
Trustor hereby expressly waives all provisions of Arizona law (including without
limitation those specifically referenced below) which might otherwise be
construed, contrary to the terms of the Loan Documents, to limit the liability of
Trustor with respect to the Obligation except as otherwise expressly provided in
Section 9.15 of this Deed of Trust and in the Note, and hereby expressly agrees





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Crestline investments, L.L.C.

Tucson, Arizona

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	 	 	 	that no such provision of law shall be applicable to such obligations. To that
end, Trustor expressly:






	 	(i)	 	agrees that the amount of any unpaid or unperformed Obligation
remaining following any sale of collateral (herein referred to as the
“Deficiency”) shall be determined, subject to Section 9.15 of this Deed of
Trust and to the limitations in the Note, solely by the purchase price (whether
cash, credit bid, or otherwise, and net of all costs and expenses of and
relating to the sale) actually received for such collateral, and waives all
provisions of A.R.S. §§ 12-1566, 33-725, 33-727 and 33-814 which might
otherwise determine the Deficiency by the “fair market value” of the collateral
sold or by any other valuation in excess of such actual net purchase price;
	 
	 	(ii)	 	waives all provisions of A.R.S. § 33-814 which purport to
limit the time within which an action upon a Deficiency may be commenced, or
to eliminate any Deficiency if such an action is not commenced within such
time limits, and agrees that such provisions shall not apply to any Deficiency
following a trustee’s sale under this Deed of Trust;
	 
	 	(iii)	 	agrees that if, notwithstanding the foregoing express
intention and agreement of Trustor to the contrary, the provisions of A.R.S. §
33-814 are held by a court to be applicable, then:






	 	(A)	 	for purposes of A.R.S. § 33-814(B), the
ninety-day period within
which an action for a deficiency judgment may be brought shall
not begin until the date of the last trustee’s sale or other
nonjudicial
or judicial foreclosure sale of any real or personal property
collateral under any of the Deeds of Trust which secure the Note,
whether such collateral is located within or outside of Arizona;
	 
	 	(B)	 	the phrase “full satisfaction of the
obligation” in A.R.S.
§ 33-814(D) shall be construed to refer solely to the obligation of
Trustor to repay the site-specific monetary indebtedness evidenced
by the Note, and not to any separate and independent obligations
(1) of Trustor which are created by this Deed of Trust (including,
without limitation, any covenants, agreements or indemnities
which are expressly stated to survive any foreclosure hereof) or
which are created under or evidenced or secured by any other Loan
Document executed in connection herewith, or (2) of any other
person which is directly, indirectly or contingently liable with
respect to the Obligation (all such separate and independent
obligations being referred to herein as the “Separate Obligations”);
and





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Crestline Investments, L.L.C.

Tucson, Arizona

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	 	(C)	 	notwithstanding any application of A.R.S. § 33-814(D) to
limit or bar any action against Trustor with respect to the monetary
indebtedness evidenced by the Note following a trustee’s sale or
sales of the entire the Trust Property such Section shall not be
applicable to, or in any way limit or impede any action with respect
to, such Separate Obligations or any collateral which might now or
hereafter be given by Trustor as security therefor;






	 	(iv)	 	to the extent permitted by applicable law, waives all rights of
reinstatement following acceleration of the obligations secured by this Deed of
Trust, including any which might otherwise be available under A.R.S. § 33-813,
it being agreed that Trustor has bargained for the notice and cure rights given
to Trustor pursuant to Section 8.1 hereof and under the other Loan Documents;
that such rights provide Trustor with sufficient opportunity to prevent
acceleration following a breach or default which could become an Event of
Default; and that Trustor has agreed in return to waive any further right of
reinstatement following acceleration should no cure be timely made;
	 
	 	(v)	 	to the extent permitted by applicable law, waives all rights of
redemption Trustor might otherwise have under Arizona law with respect to the
Trust Property or any other collateral, whether by statute, by subrogation, or
otherwise, including without limitation any rights under A.R.S. § 12-1281
through 12-1283;
	 
	 	(vi)	 	waives and agrees not to assert any and all rights, benefits and
defenses which might otherwise be available under the provisions of A.R.S. §§
12-1641, 12-1642, 44-141, 44-142 or 47-3605, or Arizona Rules of Civil Procedure
Rule 17(I); and
	 
	 	(vii)	 	agrees to be and remain liable for the Obligation, and agrees
(including as contemplated by A.R.S. §§ 12-1566(E) and 33-814(C) with respect
to a guaranty) that this Deed of Trust may be enforced (and sale had hereunder
or judgment given hereon) at any time and independent of any other action or
judgment, all regardless of whether, or when, a trustee’s or foreclosure sale
of any collateral given by Trustor or any other person is held or any other
nonjudicial or judicial action to realize upon collateral, or against Trustor
or any other person obligated with respect to the Obligation, is commenced,
maintained, concluded, continued or discontinued.






	 	(c)	 	The statutes referred to above in this section shall include any further
statutes amending, supplementing or supplanting same. The waivers contained in this
section and elsewhere in this Deed of Trust are intended to be broadly and liberally
construed in favor of Beneficiary.





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	 	(d)	 	Notwithstanding any provision in this Section 10 to the contrary, it is
expressly understood and agreed that (i) Beneficiary may not seek to enforce personal
liability against Trustor beyond the limitations expressed in the Note, and (ii)
Beneficiary may not seek to enforce personal liability against any guarantor of the
Note or the Obligation or Separate Obligations except as set forth in any separate
guaranty or indemnity agreement signed in connection with the Note or Obligations.





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Crestline Investments, L.L.C.

Tucson, Arizona

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IN WITNESS WHEREOF, these presents are executed as of the date indicated above.




CRESTLINE INVESTMENTS, L.L.C.,

an Arizona limited liability company




	 	 	 	 	 

	By:

	 	/s/ Alvin Kivel
 

	 	 
	Name:

	 	Alvin Kivel	 	 
	Its:

	 	Manager	 	 






	 	 	 	 	 	 	 

	STATE OF Arizona

	 	 	 	)	 	 
	 

	 	 	 	) ss.

	COUNTY OF Pima

	 	 	 	)	 	 





On July 5, 2002, before me, Lee Ann Edmond, personally appeared
Alvin Kivel, the Manager of CRESTLINE INVESTMENTS, L.L.C., an Arizona limited liability company, who is personally known to me (or has produced Arizona drivers
license as identification) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same as the free and voluntary act of such party for the
uses and purposes mentioned in the instrument in his duly authorized capacity.



WITNESS my hand and official seal.




	 	 	 	 	 	 	 

	(SEAL)

	 		 	 	 	 
	 

	 	 	 	/s/ Lee Ann Edmond
 

(Print or type name of Notary) Lee Ann Edmond
	 	 
	 

	 	 	 	Notary Public, State of Arizona	 	 






	 	 	 

	My commission expires:
	 	 
	 
	 	 
	 


	 	 






05-115854.03

Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070




 









 





EXHIBIT A



A part of the Southwest quarter of Section 34, Township 13 South, Range 14 East, Gila and Salt
River Meridian, Pima County, Arizona, described as follows:



COMMENCING at the Southwest corner of said Southwest quarter, monumented by a found brass cap in a
handwell;



Thence
North 00 degrees 28 minutes 39 seconds West along the West line of said Southwest quarter,
a distance of 60.00 feet to a line 60.00 feet North of and parallel with the South line of said
Southwest quarter;



Thence North 89 degrees 53 minutes 28 seconds East along the said parallel line a distance of
60.00 feet to the Point of Beginning on a 1/2” iron rod tagged LS 4399 on a line 60.00 feet East
of and parallel with the West line of said Southwest quarter;



Thence
North 00 degrees 28 minutes 39 seconds West along the said parallel line a distance of
15.00 feet to a 1/2” iron rod tagged LS 4399;



Thence
North 04 degrees 05 minutes 42 seconds East 125.43 feet to a chiseled “X” in concrete on a
line 70.00 feet East of and parallel with the West line of said Southwest quarter;



Thence
North 00 degrees 28 minutes 39 seconds West along the said parallel line a distance of
124.78
feet;



Thence
North 45 degrees 28 minutes 39 seconds West 14.14 feet to a 1/2” iron rod tagged LS 4399 on
a line 60.00 feet East of and parallel with the West line of said Southwest quarter;



Thence North 00 degrees 28 minutes 39 seconds West along the said parallel line a distance of
305.16 feet to a concrete nail tagged LS 19324 on a line 20.00 feet South of and parallel with the
North line of the Southwest quarter of the Southwest quarter of the Southwest quarter of Section
34;



Thence
North 89 degrees 52 minutes 03 seconds East along the said parallel line a distance of
555.33 feet to a 1/2” iron rod tagged LS 4399 at a point of curvature of a tangent curve concave
to the Southwest;



Thence Southeasterly along the arc of said curve, to the right, having a radius of 25.00 feet,
with a chord of South 45 degrees 19 minutes 14 seconds East 35.24 feet, and a central angle of 89
degrees 37 minutes 25 seconds for an arc distance of 39.11 feet to a
point of tangency on a 1/2”
iron rod tagged LS 4399;



Thence
South 00 degrees 30 minutes 32 seconds East 385.24 feet to a 1/2” iron rod tagged LS 4399;




Thence South 89 degrees 43 minutes 18 seconds East 19.91 feet to a 1/2” iron rod tagged LS 4399;



Thence South 00 degrees 28 minutes 56 seconds East 180.00 feet to a 1/2” iron rod tagged CE 1322
on a line 50.00 feet North of and parallel with the South line of said Southwest quarter;



Thence
South 89 degrees 53 minutes 28 seconds West along the said parallel line a
distance of 200.06 feet to a 1/2” iron rod tagged CE 1322;



Thence
North 00 degrees 16 minutes 48 seconds West 10.00 feet to a line 60.00 feet North of and
parallel with the South line of said Southwest quarter;







 









 







Thence South 89 degrees 53 minutes 28 seconds West along the said parallel line a distance of
400.29 feet to the POINT OF BEGINNING.








 









 








EXHIBIT B




RENT ROLL



The Rent Roll has been removed for recordation and can be found attached to the Affidavit and
Solvency Certificate dated as of the date of this Deed of Trust executed in connection with the
Loan for the benefit of the Beneficiary. The Rent Roll is incorporated into this Deed of Trust by
reference.




05-115854.03

Deed of Trust

Crestline Investments, L.L.C.

Tucson, Arizona

Thrivent Loan No. 86070