Lori Bush - Deed of Trust




WHEN RECORDED, PLEASE RETURN TO:


D. Matthew Dorny

Nu Skin Enterprises, Inc.

75 West Center Street

Provo, Utah 84601


UTAH DEED OF TRUST
 


        THIS
TRUST DEED (this “Trust Deed”) is executed as of the 25th
 day of October, 2001, by LORI H. BUSH (the “Trustor”), in favor
of MERRILL TITLE COMPANY (“Trustee”), and NU SKIN ENTERPRISES,
INC., a Delaware corporation (“Beneficiary”), whose address is
75 West Center Street, Provo, Utah 84601.


     
   FOR good and valuable consideration, and in order to secure for
the benefit of Beneficiary the following obligations (collectively, the
“Obligations”): (i) the timely payment and performance of
the obligations of Trustor under this Trust Deed, under the promissory note (the
“Note”) of even date with this Trust Deed, executed by Trustor,
as maker, in favor of Beneficiary, as payee, in the principal amount of Eight
Hundred Fifteen Thousand Dollars ($815,000.00), payable with interest as
set forth in the Note, and under any other instruments given to further evidence
or secure such obligations, as this Trust Deed, the Note or such other
instruments may be extended, renewed, modified, amended or replaced from time to
time; and (ii) the payment of any loans or advances made after the date of
this Trust Deed for any purpose by Beneficiary to Trustor,


     
   TRUSTOR CONVEYS, WARRANTS AND TRANSFERS TO TRUSTEE, IN TRUST,
WITH POWER OF SALE, the following: 


	 	
The land (the “Land”) located in Salt
Lake County, Utah, more particularly described as follows:
	 	 
	 	
All of Lot 1, AMENDED  HIDDEN OAKS ESTATES NO. 4, according to the official plat
thereof,  as  recorded in the office of the Salt Lake  County  Recorder.  Parcel
Identification Number 28-02-277-019,
	 	 
	 	
which parcel has the address of 3491 East Danish Road, Sandy, Utah 84093.



        TOGETHER
WITH all buildings, structures and other improvements on or after the date of
this Trust Deed located on the Land (collectively, the
“Improvements”), and all air and water rights, water stock,
rights-of-way, easements, tenements, hereditaments, possessory rights, claims
(including mining claims), privileges, appurtenances and fixtures belonging to,
or used or enjoyed with, all or any part of the Land, including, without
limitation, all right, title and interest of Trustor, now owned or acquired
after the date of this Trust Deed. The Land, the Improvements and all of the
foregoing are collectively referred to in this Trust Deed as the
“Property.” 


        
TRUSTOR AGREES WITH TRUSTEE AND BENEFICIARY AS FOLLOWS:





        1.  
    
Obligations; Certain Proceedings.  Trustor shall timely pay and
perform the Obligations and all obligations under any other encumbrance or lien
on the Property. Trustor shall maintain this Trust Deed as a valid lien on, and
security interest in, the Property of equal priority to that created by this
Trust Deed, shall preserve and protect Trustor’s interest in the Property
and the interests of Trustee and Beneficiary under this Trust Deed, and shall
appear in and defend any action or proceeding which may affect the Property or
the obligations of Trustor or the interests of Trustee or Beneficiary under this
Trust Deed.  


        2.  
    
Maintenance and Use.  Trustor shall occupy, establish and use the
Property as Trustor’s principal residence within sixty days after this
execution of this Trust Deed. Trustor shall (a) maintain the Property in good
condition and repair, (b) comply with all laws, ordinances, rules, regulations,
covenants, conditions and restrictions relating to the Property, (c) not permit
nuisances to exist or commit or permit waste in or on the Property, (d) promptly
complete in a good and workmanlike manner any Improvements which may be
constructed, and promptly restore and repair in like manner any Improvements
which may be damaged or destroyed, (e) preserve and extend all rights, licenses
and permits (including, without limitation, zoning variances, special
exceptions, special permits and non-conforming uses) which are applicable to the
Property, and (f) immediately on discovery, clean up all hazardous substances,
hazardous wastes, pollutants and contaminants located on the Property. Trustor
shall do or refrain from doing any act which, from the character or use of the
Property, is reasonably necessary to protect and preserve the fair market value
of the Property, any specific enumerations in this Trust Deed not limiting such
general obligation. Trustor shall indemnify, defend and hold harmless Trustee
and Beneficiary from and against all liabilities, claims, losses, damages, costs
and expenses (including, without limitation, cleanup costs and attorneys’
fees) directly or indirectly arising out of, related to or connected with any
hazardous substances, hazardous wastes, pollutants or contaminants located on
the Property. The liability of Trustor under the indemnity set forth in the
preceding sentence shall arise on the discovery of an unacceptable environmental
condition and shall survive the exercise of the power of sale, foreclosure of
this Trust Deed as a mortgage or any other event. (As used in this Trust Deed,
the terms “hazardous substances,” “hazardous
wastes,” “pollutants” and
“contaminants” mean any substances, wastes, pollutants or
contaminants included within those respective terms under any law, ordinance,
rule or regulation, whether now existing or enacted or amended after the date of
this Trust Deed.) 


        3.
        
Development.  Without Beneficiary’s prior written consent,
Trustor shall not do any of the following: (a) make any material change to the
Property or to the use of the Property; (c) initiate or support any zoning
reclassification of the Property, seek any variance under existing zoning
ordinances applicable to the Property or use or permit the use of the Property
in a manner which would be a nonconforming use under applicable zoning
ordinances; (d) impose any covenants, conditions, restrictions, easements or
rights-of-way on the Property, execute or file any subdivision plat affecting
the Property or consent to the annexation of the Property to any municipality;
or (e) permit the Property to be used by any person in such manner as might make
possible a claim of adverse usage or possession or of implied dedication or
easement. 


        4.
        
Payment of Certain Impositions.  Trustor shall pay when due all
taxes, assessments and charges relating to or levied against the Property,
including, without limitation, real and personal property taxes, general and
special assessments, utility charges, mechanics’ and materialmen’s
charges, and charges arising from any covenants, conditions or restrictions
relating to the Property.  Trustor shall also pay to Beneficiary the amount
of all taxes, assessments and charges which may be levied by any governmental





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authority on this Trust Deed, the
Obligations or Beneficiary by reason of the
interest of Beneficiary under this Trust Deed.  Upon the request of
Beneficiary, Trustor shall deliver to Beneficiary official receipts of the
appropriate taxing or other authority or other proof satisfactory to Beneficiary
within ten (10) days after the date any such taxes, assessments or charges are
due and payable, evidencing the payment of such taxes, assessments or
charges.  Trustor may contest in good faith the validity of any
mechanic’s or materialman’s lien.  


        5.
        
Insurance.  Trustor shall maintain insurance policies (collectively,
the “Policies”) with respect to the Property, in amounts and
forms and with deductibles acceptable to Beneficiary, providing hazard insurance
insuring against fire, extended coverage risks and such other risks as
Beneficiary may require, including, without limitation, the risk of damage
caused by earthquake and flooding, with replacement cost coverage and agreed
value endorsement. The hazard insurance policy shall contain a standard
lender’s loss payable endorsement, in favor of and in a form acceptable to
Beneficiary.  Beneficiary shall be named as an additional insured under the
liability insurance policy, and such insurance shall be primary and
non-contributing in the event of loss with any other insurance Beneficiary may
carry.  The insurers concerned shall agree that the coverage under the
Policies will not be modified or canceled unless at least thirty (30) days
advance written notice of the proposed modification or cancellation has been
given to Beneficiary.  Beneficiary may review the Policies from time to
time and require that the same be modified so as to protect Beneficiary’s
interests.  Such insurance shall be carried with companies approved by
Beneficiary. Trustor shall deliver to Beneficiary (at the option of Beneficiary)
either the originals of the Policies or certificates duly executed by the
insurers evidencing such insurance coverage.  All renewal and replacement
policies must be delivered to Beneficiary at least fifteen (15) days before the
expiration of the old policies.  


        6.
        
Reserve.  On written notice by Beneficiary to Trustor, Trustor shall
pay to Beneficiary on the first day of each month an amount equal to one-twelfth
(1/12) of all taxes, assessments and insurance premiums required to be paid
under this Trust Deed by Trustor, in such manner as to provide Beneficiary with
sufficient funds to pay such taxes, assessments and premiums at least thirty
(30) days prior to their respective due dates.  Such funds may be
commingled with other funds of Beneficiary, shall not bear interest and shall
periodically be used by Beneficiary for the payment of such taxes, assessments
and premiums.  Nothing contained in this Trust Deed shall cause Beneficiary
to be deemed a trustee of such funds or to be obligated to pay any amounts in
excess of such funds.  If such funds are insufficient to pay all of such
taxes, assessments and premiums, Trustor shall immediately pay the deficiency to
Beneficiary. 


        7.
        
Condemnation or Damage.  Trustor shall immediately give written
notice to Beneficiary of the institution of any proceedings for the taking of
the Property or of the occurrence of any damage to the Property, and Beneficiary
shall receive all compensation, awards and insurance and other proceeds
(collectively, the “Proceeds”) distributed in connection with
such taking or damage.  Each person concerned is authorized and directed to
make payments for such taking or damage directly to Beneficiary, instead of to
Beneficiary and Trustor jointly.  Beneficiary may, but shall not be
obligated to, commence, appear in and prosecute in its own name any action or
proceeding and make any compromise or settlement in connection with such taking
or damage.  After deducting from the Proceeds all costs and expenses
(including attorneys’ fees) incurred by Beneficiary in connection with such
action, proceeding, compromise or settlement, Beneficiary may use the Proceeds
to reduce the Obligations (whether or not then due) or to restore or repair the
Property damaged.  If Beneficiary determines to use the Proceeds for
restoration and repair of the Property, the Proceeds shall be made available to
Trustor for use in restoring or repairing the 




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Property in accordance with plans
and specifications and construction arrangements approved by Beneficiary. 
Beneficiary or its nominee shall hold the Proceeds and from time to time shall,
on compliance with such conditions or requirements as may be imposed by
Beneficiary, disburse portions of the Proceeds to Trustor or to those entitled
to the Proceeds as progress is made on such restoration and repair.  If any
of the Proceeds remain after the entire costs of such restoration and repair
have been paid, Beneficiary may use such remaining Proceeds to reduce the
Obligations (whether or not then due) or may remit the same to Trustor.  


        8.
        
Assignment of Leases and Rents.  In the event Beneficiary consents
to Trustor leasing or renting the Property in the future, Trustor absolutely,
irrevocably and unconditionally assigns to Beneficiary all future leases,
subleases and rental agreements covering the Property (collectively, the
“Leases”), and all rents, issues, profits and income (including
security deposits) arising from the Property (collectively, the
“Rents”), together with the right, power and authority to
enforce the Leases, collect the Rents and apply the Rents to any of the
Obligations.  Notwithstanding anything contained in this Trust Deed to the
contrary, the assignment set forth in the preceding sentence is an absolute,
irrevocable and unconditional present assignment from Trustor to Beneficiary and
not merely the passing of a security interest.  Trustor may, on behalf of
Beneficiary, enforce the Leases and collect the Rents (but not more than one (1)
month in advance) at any time a default does not exist under this Trust Deed and
an event or condition does not exist which with the giving of notice or lapse of
time or both would result in a default under this Trust Deed. Trustor shall hold
the Rents so collected in trust for Beneficiary and shall use so much of the
Rents as is required for the satisfaction of the Obligations. On the occurrence
of a default under this Trust Deed or an event or condition which with the
giving of notice or lapse of time or both would result in a default under this
Trust Deed, the right of Trustor to enforce the Leases and collect the Rents
shall automatically terminate, and Trustor shall immediately pay to Beneficiary
all of the Rents then held by Trustor. All tenants, lessees and other persons
having any obligation to make any payment in connection with the Property are
authorized and directed to make such payment directly to Beneficiary on the
demand of Beneficiary. The receipt by Beneficiary of such payment shall be a
good and sufficient discharge of the obligation of the tenant, lessee or other
person concerned to make the payment connected with the amount so received by
Beneficiary. Nothing contained in this Paragraph shall be construed to make
Beneficiary a mortgagee in possession or make Beneficiary responsible for any
matters relating to the Property or the Leases. 


        9.
        
Transfers and Encumbrances.  Without the prior written consent of
Beneficiary, which may be withheld by Beneficiary in its sole discretion,
Trustor shall not, directly or indirectly, do any of the following: (a)
sell, convey, assign or transfer the Property, the Leases or the Rents, or
contract to do so, voluntarily, involuntarily or by operation of law; or (b)
lease, rent or otherwise surrender possession of the Property, or contract to do
so, voluntarily, involuntarily, or by operation of law.  Beneficiary’s
consent to one or more of such transactions shall not be a waiver of the right
to require such consent with respect to any subsequent or successive
transactions.  Such consent of Beneficiary may be conditioned on
satisfaction of such requirements as Beneficiary may impose.  


        10.
        
Mortgagee Title Insurance.  Trustor shall provide to Beneficiary a policy of title insurance
insuring the lien of this Trust Deed, in form and amount, and issued by a company, acceptable to Beneficiary.


        11.
        
Representations and Warranties.  Trustor covenants with, and
represents and warrants to, 




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Trustee and Beneficiary that all of the following
statements are true as of the date of this Trust Deed and will remain true: (a)
Trustor is lawfully seized of indefeasible fee simple marketable title to the
Property; (b) this Trust Deed has been duly executed by Trustor, and the
Property has been duly conveyed to Trustee under this Trust Deed; (c) the
Property is free and clear of all liens, encumbrances and interests of third
parties not approved in writing by Beneficiary; (d) Trustor will defend title to
the Property against all claims and demands; (e) any personal property securing
the Obligations has been paid for in full, is owned solely by Trustor and is not
used and was not bought for personal, family or household purposes; and (f) all
obligations incurred by Trustor in connection with or which relate to the
Property are current and without default. 


        12.
        
Default.  Trustor shall be in default under this Trust Deed on the
occurrence of any of the following: (a) Trustor fails to timely pay or
perform any of the Obligations; (b) an event of default occurs under any lien or
encumbrance affecting the Property; (c) Trustor or any guarantor of the
Obligations (i) files a voluntary petition in bankruptcy or files a petition or
answer seeking or acquiescing in a reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future law or regulation relating to bankruptcy, insolvency or other relief for
debtors, (ii) consents to or acquiesces in the appointment of a trustee,
receiver or liquidator of Trustor or such guarantor, the Property or the Rents,
(iii) makes a general assignment for the benefit of creditors, or (iv) admits in
writing its inability to pay its debts generally as they become due; (d) a court
of competent jurisdiction enters an order, judgment or decree approving a
petition filed against Trustor or such guarantor seeking a reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future law or regulation relating to bankruptcy,
insolvency or other relief for debtors; (e) a trustee, receiver or liquidator of
Trustor, such guarantor, the Property or the Rents is appointed without the
consent or acquiescence of Trustor or such guarantor; (f) a writ of execution,
attachment or similar process is issued or levied against the Property or the
Rents or a judgment involving monetary damages is entered against Trustor which
becomes a lien on the Property or the Rents; (g) any representation or warranty
contained in this Trust Deed or in any other instrument executed by Trustor is
or becomes untrue; or (h) a change occurs in the condition or affairs (financial
or otherwise) of Trustor or such guarantor which materially impairs
Beneficiary’s security or increases its risks.  


        13.
        
Remedies.  On a default under this Trust Deed, Trustee or
Beneficiary may (but is not obligated to) do any one or more of the following:
(a) without notice or demand on Trustor and without releasing Trustor from any
of the Obligations, pay or perform a portion or all of the Obligations that
Trustor have failed to pay or perform, and Trustor shall immediately reimburse
Trustee and Beneficiary for all costs and expenses (including attorneys’
fees) incurred in connection with such payment or performance, with interest on
such costs and expenses at fifteen percent (15%) per annum (the “Default
Rate”), both before and after judgment; (b) declare all of the
Obligations immediately due and payable and charge interest on the Obligations
then outstanding at the Default Rate, both before and after judgment; (c)
exercise the power of sale under applicable law; (d) foreclose this Trust Deed
in the manner provided by law for the foreclosure of mortgages on real property;
(e) exercise all of the rights and remedies of a secured party under the UCC
(whether now existing or created after the date of this Trust Deed); (f) take
possession or appoint a receiver to take possession of and (without liability or
obligation) (i) hold, occupy, operate, use, maintain, repair and conserve the
value of the Property, (ii) make, modify, enforce and terminate the Leases,
(iii) collect the Rents and (after deducting from the Rents maintenance and
operating expenses, including reasonable management fees) apply the same to the
Obligations, and (iv) exercise such other powers as may be fixed by the court;
(g) offset the Obligations against any amounts owed by 




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Beneficiary to Trustor
and apply toward the Obligations all funds of Trustor which Beneficiary may have
in its possession or under its control; (h) if permitted by applicable law, sue
on the Note; or (i) exercise any other rights and remedies available at law or
in equity.  A receiver appointed pursuant to this Paragraph may be
appointed without notice to Trustor, and without regard to whether the Property
is in danger of being lost, removed or materially injured, whether the Property
or any other security is sufficient to discharge the Obligations or whether
Beneficiary forecloses this Trust Deed judicially or nonjudicially, it being the
intention of Trustor to authorize the appointment of a receiver when Trustor is
in default under this Trust Deed and Beneficiary has requested the appointment
of a receiver.  Trustor consents to the appointment of the particular
person (including an officer, director, partner or employee, as the case may be,
of Beneficiary) designated by Beneficiary as “receiver” and waive any
right to suggest or nominate any person as receiver in opposition to the person
designated by Beneficiary.  Neither the entering on and taking possession
of the Property nor the collection and application of the Rents as aforesaid
shall cure or waive any default or notice of default under this Trust Deed,
invalidate any act done pursuant to such notice of default or operate to
postpone or suspend any of the Obligations.  No remedy provided in this
Trust Deed shall be exclusive of any other remedy at law or in equity (whether
now existing or created after the date of this Trust Deed), and all remedies
under this Trust Deed may be exercised concurrently, independently or
successively from time to time. The failure on the part of Trustee or
Beneficiary to promptly enforce any right under this Trust Deed shall not
operate as a waiver of such right, and the waiver of any default shall not
constitute a waiver of any subsequent or other default. 


        14.
        
Power of Sale; Foreclosure.  The procedures relating to the exercise
of the power of sale or foreclosure of this Trust Deed as a mortgage shall be
governed by then existing law, or to the extent such procedures are not covered
by then existing law, by law existing as of the date of this Trust Deed. 
Following foreclosure of this Trust Deed as a mortgage, the purchaser at the
sale held pursuant to judicial decree shall be entitled to possession of the
Property during any period of redemption.  If a deficiency remains after
application of the proceeds of sale following default under this Trust Deed
(whether such sale is held pursuant to the exercise of the power of sale or
judicial decree), Trustor shall pay the same to Beneficiary immediately on
determination of the amount of such deficiency.  Such deficiency shall bear
interest at the Default Rate, both before and after judgment. 


        15.
        
Security Agreement; Fixture Filing.  This Trust Deed constitutes a
security agreement with respect to all personal property and fixtures in which
Beneficiary is granted a security interest under this Trust Deed, and
Beneficiary shall have all of the rights and remedies of a secured party under
the UCC (whether now existing or created after the date of this Trust Deed), as
well as any other rights and remedies available at law or in equity. This Trust
Deed, with Trustor, as debtor, and Beneficiary, as secured party, also
constitutes a fixture filing with respect to any part of the Property which is
or may become a fixture. The record owners of the Property is the Trustor.
Beneficiary is not a seller or purchase money lender of the Personal Property.
Trustor shall immediately notify Beneficiary if the name or identity of Trustor
is changed, or if the address of Trustor is changed to an address different from
the address of the Property. With respect to any instrument or chattel paper
covered by this Trust Deed, neither Trustee nor Beneficiary need take any steps
to preserve rights against prior parties. A carbon, photographic or other
reproduction of a financing statement is sufficient as a financing statement. 


        16.
        
Waiver.  Trustor waives, to the fullest extent permitted by law, any
right (a) to obtain a partial release of the Property from the lien of this
Trust Deed by paying less than all of the Obligations, (b) to partially redeem
the Property by paying less than the amount necessary to effect redemption in
full,




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(c) to have the Property or any other property securing the Note
marshalled on the foreclosure of the lien of this Trust Deed, and agrees that
any court having jurisdiction to foreclose such lien may order the Property and
such other property sold as an entirety, (d) to direct the order of the sale of
the Property or any other property securing the Note, and agrees that
Beneficiary may exhaust the security given for the Note in any order, and (e)
relating to procedural or substantive limitations on the recovery of any
deficiency, such as those set forth in Section 57-1-32 of the Utah Code Ann.
(1953), as amended, including, without limitation, any requirement that Trustee
or Beneficiary establish a deficiency in connection with the indebtedness
secured by this Trust Deed prior to the time that all of the security given for
payment of the Note has been exhausted.  Trustor further waives and
relinquishes all exemptions and homestead rights which may exist with respect to
the Property, and agrees not to file a declaration of homestead with respect to
the Property. 


        17.
        
Expenses and Fees.  Trustor shall pay all costs, expenses and fees
(including, without limitation, trustee’s and attorneys’ fees) which
are incurred by Trustee or Beneficiary in connection with the Obligations, this
Trust Deed, the servicing of the indebtedness secured by this Trust Deed and the
enforcement or protection of the rights and interests of Trustee or Beneficiary
under this Trust Deed, including, without limitation, the monitoring of any
insolvency or bankruptcy proceedings, with interest on such costs, expenses and
fees at the Default Rate, both before and after judgment. 


        18.
        
Further Assurances.  Trustor shall at any time and from time to
time, on request of Beneficiary, take or cause to be taken any action, and
execute, acknowledge, deliver or record any further instruments, which
Beneficiary deems necessary or appropriate to carry out the purposes of this
Trust Deed and to perfect and preserve the lien and security interest intended
to be created and preserved in the Property. 


        19.
        
Request for Notices.  Trustor requests that a copy of any notice of default and a copy of any
notice of sale under this Trust Deed be mailed to Trustor at the address of the Property.


        20.
Miscellaneous.  Time is of the essence of this Trust Deed. 
This Trust Deed shall be binding on Trustor and shall inure to the benefit of
Trustee and Beneficiary and their respective successors and assigns. The
liability of each person executing this Trust Deed as Trustor shall be joint and
several.  The invalidity or unenforceability of any provision of this Trust
Deed shall in no way affect the validity or enforceability of any other
provision.  This Trust Deed shall be governed by and construed in
accordance with the laws of the State of Utah. Paragraph captions and defined
terms in this Trust Deed are for convenience of reference only and shall not
affect the construction of any provision of this Trust Deed.  All pronouns
shall be deemed to refer to the masculine, feminine or neuter or singular or
plural, as the identity of the parties may require. 


[Intentionally Left Blank]




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        BY
SIGNING BELOW, TRUSTOR accepts and agrees to the terms and covenants contained
in this Trust Deed and in any rider(s) executed by Trustor and recorded with it. 


	 	
TRUSTOR:
	 	
 
	 	
 
	 	
/s/ Lori H. Bush         
             
             

	 	
Lori H. Bush







	STATE OF UTAH	
)
	 	
) ss:
	COUNTY OF SALT LAKE	
)




        On
this 25th day of October, 2001, personally appeared before me, Lori H. Bush,
the signer of the above instrument, who duly acknowledged to me that she
executed the same. 


	     
               
               
               
           	
My Commission expires:           
               
               
         
	Notary Public	
 














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REQUEST FOR RECONVEYANCE


To Trustee:


        The
undersigned is the holder to the note or notes secured by this Trust Deed. Said
note or notes, together with all other indebtedness secured by this Trust Deed,
have been paid in full. You are hereby directed to cancel said note or notes and
this Trust Deed, which are delivered hereby, and to reconvey, without warranty,
all of the estate now held by you under this Trust Deed to the person or persons
legally entitled thereto. 



	Dated:     
               
               
               	
               
               
               
               
               
    
	 	
By:              
                
                
                
             




Mail Reconveyance to:  
              
              
               
               
               
               
               
                 
              
              
              
               
               
               
               
               
                 
              
              
              
               
               
      





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