Second Lien Deed of Trust, Security Agreement, Assignment of Leases and Rent
      and Fixture Filing


    NOTICE
      OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE
      ANY OF THE FOLLOWING INFORMATION FROM any
      INSTRUMENT that transfers an interest in real property BEFORE IT IS FILED FOR
      RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S
      LICENSE NUMBER.

     

    


     

    second
      lien 

    DEED
      OF TRUST, SECURITY AGREEMENT,

     

    ASSIGNMENT
      OF LEASES AND RENTS AND FIXTURE FILING

     

     

    Dated
      as
      of May 25, 2007

     

    By

     

    THE
      BOMBAY COMPANY, INC.,

     

    as
      Grantor

     

    To

     

    JACK
      RATTIKIN, JR.,

     

    as
      Trustee

     

    For
      the
      Benefit of

     

    GB
      MERCHANT PARTNERS, LLC, 

     

    as
      Beneficiary

     

    related
      to the following premises:

     

    550
      Bailey Avenue

     

    Fort
      Worth, Texas 76107

     

    


     

    THIS
      DEED OF TRUST SECURES FUTURE ADVANCES

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    SECOND
      LIEN DEED OF TRUST, SECURITY AGREEMENT,

    ASSIGNMENT
      OF LEASES AND RENTS AND FIXTURE FILING

     

    THIS
      SECOND LIEN DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENT
      AND
      FIXTURE FILING (this “Deed
      of Trust”),
      dated
      as of May 25, 2007, is executed and delivered by THE BOMBAY COMPANY, INC.,
      a
      Delaware corporation, with an address at 550 Bailey Avenue, Fort Worth, Texas
      76107 (“Grantor”),
      to
      JACK RATTIKIN, JR., an individual and resident of the State of Texas, having
      an
      address at 201 Main Street, Suite 800, Fort Worth, Texas 76102, his successors
      or substitutes (“Trustee”),
      for
      the benefit of GB MERCHANT PARTNERS, LLC, having an address of 101 Huntington
      Avenue, Boston Massachusetts 02109 (together with its successors and assigns,
      “Beneficiary”).

     

    RECITALS

     

    WHEREAS,
      pursuant to the Term Loan Agreement, dated as of even date herewith (as the
      same
      may be amended, restated, supplemented or otherwise modified from time to time,
      the “Loan
      Agreement”),
      by
      and among Grantor and each of Grantor’s Subsidiaries which are parties thereto
      (collectively, the “Borrowers”),
      Beneficiary has agreed to make a loan to the Borrowers upon the terms and
      subject to the conditions set forth therein; 

     

    WHEREAS,
      Grantor is the owner and holder of fee simple title in and to all of the real
      estate located in Tarrant County, State of Texas, more fully described in
Exhibit
      A
      attached
      hereto (the “Premises”),
      which
      Premises is a portion of the Property described below; and

     

    WHEREAS,
      it is a condition to the obligation of Beneficiary to make a loan to the
      Borrowers under the Loan Agreement that the Grantor shall have executed and
      delivered this Deed of Trust to Beneficiary;

     

    NOW,
      THEREFORE, in consideration of the premises and to induce Beneficiary to enter
      into the Loan Agreement and to Beneficiary to make a loan to the Borrowers
      thereunder, Grantor hereby agrees with Beneficiary as follows:

     

    ARTICLE
      1  

                                                                                                                                                    
      DEFINITIONS

     

    Section
      1.1  Unless
      otherwise defined herein, terms defined in the Loan Agreement and used herein
      have the meanings given to them in the Loan Agreement. As used herein, the
      following terms shall have the following meanings:

     

    (a)  “Building
      Service Equipment”
means
      all apparatus, fixtures and articles of personal property owned by Grantor
      now
      or hereafter attached to or used or procured for use in connection with the
      operation or maintenance of any building, structure or other improvement located
      on or included in the Property (except apparatus, fixtures or articles of
      personal property belonging to lessees or other occupants of such building
      or to
      persons other than Grantor unless the same be abandoned by any such lessee
      or
      other occupant or person), together with any and all replacements thereof and
      additions thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  “Deed
      of Trust”
has
      the
      meaning set forth in the Preamble.

     

    (c)  “First
      Lien Deed of Trust”
      means
      that certain Deed of Trust, Security Agreement, Assignment of Rents and Fixture
      Filing dated October 24, 2006 given by Grantor to Jack Rattikin, Jr., as
      trustee, for the benefit of Beneficiary, as beneficiary, assignee and secured
      party, in its capacity as administrative agent for the Lenders and Issuers
      (as
      such terms are defined in the First Lien Credit Agreement), recorded in the
      Deed
      Records of Tarrant County under Clerk’s File No. D206336238, as the same may be
      amended, restated, supplemented or otherwise modified from time to time.


     

    (d)  “Grantor”
means
      the person or persons named at the beginning of this instrument as Grantor,
      and
      any subsequent owner or owners of the Property.

     

    (e)  “Indebtedness”
means
      (1) the Obligations, and (2) all other indebtedness, obligations and liabilities
      now or hereafter existing of any kind of Grantor or any Loan Party to
      Beneficiary or any of the Secured Parties pursuant to or in connection with
      the
      Loan Agreement. This Deed of Trust secures any future advances under the Loan
      Agreement.

     

    (f)  “Permitted
      Encumbrances”
means
      the encumbrances listed on Exhibit
      B
      to this
      Deed of Trust and incorporated herein by reference as if fully set out herein
      and the Permitted Liens.

     

    (g)  “Property”
means
      all of the described property, rights, privileges, interests and franchises
      more
      particularly described in paragraphs (1) through (11) below:

     

    
      	(1)  	
              the
                Premises;

            


    

     

    
      	(2)  	
              all
                and singular the tenements, hereditaments, easements, appurtenances,
                passages (and all waters, water courses and riparian rights, if any),
                pipes, conduits, electrical and other utility lines, other rights,
                liberties and privileges thereof or in any way now or hereafter
                appertaining to the Premises, including any other claim at law or
                in
                equity as well as any after acquired title, franchise or license
                and the
                reversion and reversions and remainder and remainders thereof, and
                all of
                the estate, right, title, claim or demand whatsoever of Grantor therein
                and in the streets, ways and areas adjacent
                thereto;

            


    

     

    
      	(3)  	
              all
                buildings and other improvements of every kind and description now
                or
                hereafter erected or placed on the Premises or any part thereof owned
                by
                the Grantor (the “Improvements”);
                

            


    

     

    
      	
              (4)  
                

               

               

                

            	
              all
                of the right, title and interest of Grantor in and to all materials
                intended for construction, reconstruction, alteration and repairs
                of such
                improvements now or hereafter erected thereon, all of which materials
                shall be deemed to be included within the Premises immediately upon
                the
                

              delivery
                thereof to the Premises, and all fixtures, Building Service Equipment,
                and
                all renewals or replacements thereof or articles in substitution
                therefor;
                it being mutually agreed that all the aforesaid property owned or
                to be
                owned by Grantor and placed by it on the Premises and such buildings
                and
                improvements shall, so far as permitted by law, be deemed to be affixed
                thereto and covered by this Deed of Trust (the “Fixtures”);

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	(5)  	
              all
                of the estate, right, title and interest now owned or hereafter acquired
                by Grantor in and to any and all sidewalks and alleys, and all strips
                and
                gores of land, adjacent to or in connection with the
                Premises;

            


    

     

    
      	(6)  	
              all
                present and future leases, licenses, concessions, occupancy agreements
                or
                other agreements entered into by Grantor (written or oral) which
                grant to
                any Person a possessory interesting, or the right to use, all or
                any part
                of the Premises or Improvements together with all the rights and
                privileges of the Grantor thereunder, together with all related security
                and other deposits deposited with Grantor (the “Leases”);

            


    

     

    
      	(7)  	
              all
                of the rents, revenues, royalties, income, proceeds, profits, security
                and
                other types of deposits, and other benefits paid or payable by parties
                to
                the Leases for using, leasing, licensing, possessing, operating from,
                residing in, selling or otherwise enjoying the Premises (the “Rents”);

            


    

     

    
      	(8)  	
              all
                insurance policies now or hereafter obtained by the Grantor pursuant
                to
                the provisions of the Deed of Trust, all unearned premiums accrued,
                accruing or to accrue thereunder (the “Insurance”);

            


    

     

    
      	(9)  	
              all
                transferable building service, building maintenance, construction,
                management and other similar agreements and contracts, written or
                oral,
                express or implied, now or hereafter entered into arising or in any
                manner
                related to the construction, design, improvement, use, operation,
                occupation, enjoyment, sale, conversion, or other disposition (voluntary
                or involuntary) of the Premises, Fixtures, Improvements or Leases,
                or any
                combination thereof, including all property management agreements,
                sales
                contracts, contract deposits, earnest money deposits, prepaid items
                and
                payments due and to become due thereunder, and further including
                all
                payment and performance bonds, construction guaranties, warranties,
                construction contracts, architects agreements, general contract
                agreements, design agreements, engineering agreements, technical
                service
                agreements, architectural plans and specifications, sewer and water
                and
                other utility agreements, permits, approvals, licenses, building
                permits,
                service contracts, advertising contracts, purchase orders and equipment
                leases (the “Property
                Agreements”);
                

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	(10)  	
              all
                awards, damages, remunerations, reimbursements, settlements or
                compensation heretofore made or hereafter to be made by any governmental
                authority pertaining to any condemnation or other taking (or any
                purchase
                in lieu thereof) of all or any portion of the Land, Improvements,
                Fixtures, Personalty or Leases (the “Condemnation
                Awards”);
                and 

            


    

     

    
      	(11)  	
              all
                proceeds of the conversion, voluntary or involuntary, of any of the
                foregoing into cash or liquidated claims, including, but without
                limitation, proceeds of insurance, and proceeds of condemnation awards
                and
                awards for restriction of access to, or change of grade of, streets,
                and
                all accessions, replacements and substitutions of the foregoing of
                every
                type and all proceeds and products thereof (the “Proceeds”).
                As used in this Deed of Trust, the term “Property” shall mean all or,
                where the context permits or requires, any portion of the above or
                any
                interest of Grantor therein. 

            


    

     

    (h)  “Rider”
means
      the Deed of Trust Rider attached hereto as Exhibit C. 

     

    (i)  “Trustee”
has
      the
      meaning set forth in the Preamble.

     

    (j
      )  “UCC”
means
      The Uniform Commercial Code of Texas.

     

    Section
      1.2  References
      to “Sections” shall be to Sections of this Deed of Trust unless otherwise
      specifically provided. Section headings in this Deed of Trust are included
      herein for convenience of reference only and shall not constitute a part of
      this
      Deed of Trust for any other purpose or be given any substantive effect. The
      rules of construction set forth in the Loan Agreement shall be applicable to
      this Deed of Trust mutatis mutandis. If any conflict exists between this Deed
      of
      Trust and the Loan Agreement, the Loan Agreement shall govern. Capitalized
      terms
      used herein but not otherwise defined herein shall have the meanings ascribed
      thereto in the Loan Agreement.

     

    Section
      1.3  The
      covenants, agreements, conditions, definitions, representations and warranties
      contained in the Rider and all references to covenants, agreements, conditions,
      definitions, representations and warranties contained in this Deed of Trust
      shall be deemed to include the covenants, agreements, conditions,
      representations and warranties contained in said Rider. 

     

    ARTICLE
      2  

     

                                                                                                                                                           
      GRANT

     

    Section
      2.1  To
      secure
      the full, prompt and complete payment and performance when due (whether at
      stated maturity, by acceleration or otherwise) of the Indebtedness, Grantor
      has
      GRANTED, MORTGAGED, BARGAINED, ASSIGNED, SOLD AND CONVEYED, and by these
      presents does GRANT, MORTGAGE, BARGAIN, ASSIGN, SELL AND CONVEY WITH POWER
      OF
      SALE, to Trustee, the Property, subject only to Permitted Encumbrances. TO
      HAVE
      AND TO HOLD the Property, together with all and 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        
singular
        the rights and appurtenances thereto in any wise belonging, unto the Trustee,
        his substitutes or successors, forever, in trust, however, for the benefit
        of
        Beneficiary and its successors and assigns, upon the terms, provisions and
        conditions herein set forth. 

    

     

        
      ARTICLE 3  

     

    REMEDIES

     

    Section
      3.1  Grantor
      specifically agrees that after any sale under this Deed of Trust, it, or its
      successors or assigns, shall be mere tenants at sufferance of the purchaser
      of
      the Property, or any part thereof at such Trustee’s sale, and that such
      purchaser shall be entitled to the immediate possession thereof, and upon
      failure to surrender possession, the purchaser as landlord, shall have the
      right
      to go into any Justice of the Peace Court in the precinct and county in which
      the Property is located, and file an action for forcible entry and detainer,
      which action shall lie against Grantor, its successors or assigns, as tenants
      of
      such purchaser. This remedy is cumulative of any and all other remedies the
      purchaser may have hereunder or otherwise.

     

    Section
      3.2  If
      an
      Event of Default shall occur, Beneficiary may require Trustee to sell all or
      part of the Property, at public auction, to the highest bidder for cash, at
      the
      location designated by the Commissioner’s Court of the county in which the
      Property is located, pursuant to Section 51.002, Property Code, Vernon’s
      Texas Codes Annotated, or, if no such designation has been made, at the door
      of
      the county courthouse of the county in Texas in which such Property or any
      part
      thereof is situated, between the hours of 10:00 o’clock A.M. and 4:00 o’clock
      P.M. on the first Tuesday of any month, after giving notice of the time, place,
      and terms of said sale and of the property to be sold by posting written notice
      of the sale at the courthouse door, and by filing a copy of the notice in the
      office of the county clerk of the county in which the sale is to be made at
      least twenty-one (21) days preceding the date of the sale. If the property
      to be
      sold is situated in more than one county, a notice shall be posted at the
      courthouse door and filed with the county clerk in each county in which the
      property to be sold is situated. In addition, Beneficiary shall, at least
      twenty-one (21) days preceding the date of sale, serve written notice of the
      proposed sale by certified mail on each debtor obligated to pay the debt secured
      hereby according to the records of Beneficiary. Notwithstanding any agreement
      to
      the contrary, the holder of the debt shall serve a debtor in default under
      a
      deed of trust or other contract lien on real property used as the debtor’s
      residence with written notice by certified mail stating that the debtor is
      in
      default under the deed of trust or other contract lien and giving the debtor
      at
      least 20 days to cure the default before notice of sale can be given under
      Section 51.002, subsection (b). The entire calendar day on which the notice
      required by this subsection is given, regardless of the time of day at which
      the
      notice is given, is included in computing the 20-day notice period required
      by
      this subsection, and the entire calendar day on which notice of sale is given
      under subsection (b) is excluded in computing the 20-day notice period. Service
      of such notice shall be completed upon deposit of the notice, enclosed in a
      postpaid wrapper, properly addressed to such debtor at the most recent address
      as shown by the records of Beneficiary, in a post office or official depository
      under the care and custody of the United States Postal Service. The affidavit
      of
      any person having knowledge of the facts to the effect 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
that
        such
        service was completed shall be prima facie evidence of the fact of the service.
        Any notice that is required or permitted to be given to Grantor may be addressed
        to Grantor at the address as stated above. Any notice that is to be given
        by
        certified mail to any other debtor may, if no address for such other debtor
        is
        shown by the records of Beneficiary, be addressed to such other debtor at
        the
        address of Grantor as is shown by the records of Beneficiary. Notwithstanding
        the foregoing provisions of this paragraph, notice of such sale given in
        accordance with the requirements of the applicable laws of the State of Texas
        in
        effect at the time of such sale shall constitute sufficient notice of such
        sale.
        Trustee may sell all or any portion of the Property, together or in lots
        or
        parcels, and may execute and deliver to the purchaser or purchasers of such
        property good and sufficient assignment documents or other documents of
        conveyance with covenants of general warranty made on behalf of Grantor.
        In no
        event shall Trustee be required to exhibit, present, or display at any such
        sale
        any of the personalty described herein to be sold at such
        sale.

    

     

    Section
      3.3  The
      proceeds of any sale of, and the Rents and other amounts generated by the
      holding, leasing, management, operation or other use of the Property, shall
      be
      applied by Trustee or Beneficiary (or the receiver, if one is appointed) in
      the
      following order unless otherwise required by applicable law: first, to the
      payment of the costs and expenses of taking possession of the Property and
      of
      holding, using, leasing, repairing, improving and selling the same, including,
      without limitation, (a) receiver’s fees and expenses, including the repayment of
      the amounts evidenced by any receiver’s certificates, (b) court costs, (c)
      reasonable attorneys’ and accountants’ fees and expenses, and (d) costs of
      advertisement; and second, as provided in Section 2.5 of the Loan
      Agreement.

     

    Section
      3.4  Payment
      of the purchase price to Trustee shall satisfy the obligation of the purchaser
      at such sale therefor, and such purchaser shall not be responsible for the
      application thereof. The sale or sales by Trustee of less than the whole of
      the
      Property shall not exhaust the power of sale herein granted, and Trustee is
      specifically empowered to make successive sale or sales under such power until
      the whole of the Property shall be sold; and, if the proceeds of such sale
      or
      sales of less than the whole of the Property shall be less than the aggregate
      of
      the indebtedness and the expenses thereof, this Deed of Trust and the lien,
      security interest, and assignment hereof shall remain in full force and effect
      as to the unsold portion of the Property just as though no sale or sales had
      been made; provided, however, that Grantor shall never have any right to require
      the sale or sales of less than the whole of the Property, but Beneficiary shall
      have the right, at its sole election, to request Trustee to sell less than
      the
      whole of the Property.

     

    Section
      3.5     If
      an
      Event of Default occurs, the holder of the indebtedness or any part thereof
      on
      which the payment is delinquent shall have the option to proceed with
      foreclosure in satisfaction of such item either through judicial proceedings
      or
      by directing Trustee to proceed as if under a full foreclosure, conducting
      the
      sale as herein provided without declaring the entire indebtedness due, and
      if
      sale is made because of default in the payment of an installment, or a part
      of
      an installment, such sale may be made subject to the unmatured part of the
      indebtedness; and it is agreed that such sale, if so made, shall not in any
      manner affect the unmatured part of the indebtedness, but as to such matured
      part this Deed of Trust shall remain in full force and effect as though no
      sale
      had been made under the provisions of this paragraph. Several sales may be
      made
      hereunder without exhausting the right of sale for any unmatured part of any
      indebtedness. At any such sale the purchaser may disaffirm any easement granted,
      or rental, lease, or other contract made, in violation of 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
any
        provision of this Deed of Trust, and may take immediate possession of the
        Property free from, and despite the terms of, such grant of easement and
        rental
        or lease contract. Beneficiary may bid and become the purchaser of all or
        any
        part of the Property at any trustee’s or foreclosure sale hereunder, and the
        amount of Beneficiary’s successful bid may be credited on the
        indebtedness.

    

     

    
      Section
        3.6  Neither
        the enforcement of any of the remedies under this Article, the assignment
        of the
        Rents and Leases hereunder, the security interests hereunder, nor any other
        remedies afforded to Beneficiary or the Lenders under the Loan Documents,
        at law
        or in equity shall cause Beneficiary or any Lender to be deemed or construed
        to
        be a mortgagee in possession of the Property, to obligate Beneficiary or
        any
        Lender to lease the Property or attempt to do so, or to take any action,
        incur
        any expense, or perform or discharge any obligation, duty or liability
        whatsoever under any of the Leases or otherwise. 

       

    

     

    ARTICLE
      4  

     

     

                                                                                                                                                          
      TRUSTEE

     

    Section
      4.1  If
      the
      Trustee shall die or become disqualified from acting in the execution of this
      trust or shall fail or refuse to execute the same when requested by the
      Beneficiary to do so, or if, for any reason, the Beneficiary shall prefer to
      appoint a substitute trustee to act instead of the Trustee herein named, or
      any
      substitute trustee previously appointed, the Beneficiary shall have the full
      power to appoint, by written instrument a substitute trustee, or several
      substitute trustees in succession, who shall succeed to all of the estate,
      rights, powers and duties of the Trustee herein named.

     

    Section
      4.2  Except
      for gross negligence or willful misconduct, Trustee shall not be liable for
      any
      act or omission or error of judgment. Trustee may rely on any document believed
      by him in good faith to be genuine. All money received by Trustee shall, until
      used or applied as herein provided, be held in trust, but need not be segregated
      (except to the extent required by law), and Trustee shall not be liable for
      interest thereon.

     

    Section
      4.3  To
      the
      extent that this Deed of Trust or applicable law authorizes or empowers
      Beneficiary to exercise any remedies set forth herein or otherwise, or perform
      any acts in connection therewith, Trustee (but not to the exclusion of
      Beneficiary unless so required under the law of the State of Texas) shall have
      the power to exercise any or all such remedies, and to perform any acts provided
      for in this Deed of Trust in connection therewith, all for the benefit of
      Beneficiary and on Beneficiary’s behalf in accordance with applicable law of the
      State of Texas. In connection therewith, Trustee: (a) shall not exercise, or
      waive the exercise of, any Beneficiary’s remedies (other than any rights of
      Trustee to any indemnity or reimbursement), except at Beneficiary’s request, and
      (b) shall exercise, or waive the exercise of, any or all of Beneficiary’s
      remedies at Beneficiary’s request, and in accordance with Beneficiary’s
      directions as to the manner of such exercise or waiver. Trustee may, however,
      decline to follow Beneficiary’s request or direction if Trustee shall be advised
      by counsel that the action or proceeding, or manner thereof, so directed may
      not
      lawfully be taken or waived. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
      5  

     

    ASSIGNMENT
      OF LEASES AND RENTS

     

    Section
      5.1  In
      furtherance of and in addition to the assignment made by Grantor herein, Grantor
      hereby absolutely and unconditionally assigns, sells, transfers and conveys
      to
      Beneficiary all of its right, title and interest in and to all Leases, whether
      now existing or hereafter entered into, and all of its right, title and interest
      in and to all Rents. This assignment is an absolute assignment and not an
      assignment for additional security only. So long as no Event of Default shall
      have occurred and be continuing, Grantor shall have a revocable license from
      Beneficiary to exercise all rights extended to the landlord under the Leases,
      including the right to receive and collect all Rents for use in the payment
      and
      performance of the Indebtedness and to otherwise use the same. The foregoing
      license is granted subject to the conditional limitation that no Event of
      Default shall have occurred and be continuing. Upon the occurrence and during
      the continuance of an Event of Default, whether or not legal proceedings have
      commenced, and without regard to adequacy of security for the Indebtedness
      or
      solvency of Grantor, the license herein granted shall automatically expire
      and
      terminate, without notice by Beneficiary (any such notice being hereby expressly
      waived by Grantor).

     

    Section
      5.2  Grantor
      acknowledges that upon recordation of this Deed of Trust, Beneficiary shall
      have, to the extent permitted under applicable law, a valid and fully perfected,
      second priority, present assignment of the Rents arising out of the Leases
      and
      all security for such Leases subject to the Permitted Encumbrances and in the
      case of security deposits, rights of depositors and requirements of law. Grantor
      acknowledges and agrees that upon recordation of this Deed of Trust,
      Beneficiary’s interest in the Rents shall be deemed to be fully perfected,
“choate” and enforced as to Grantor and all third parties, including, without
      limitation, any subsequently appointed trustee in any case under Title 11 of
      the
      United States Code (the “Bankruptcy
      Code”),
      without the necessity of commencing a foreclosure action with respect to this
      Deed of Trust, making formal demand for the Rents, obtaining the appointment
      of
      a receiver or taking any other affirmative action.

     

    Section
      5.3  Without
      limitation of the absolute nature of the assignment of the Rents hereunder,
      Grantor and Beneficiary agree that (a) this Deed of Trust shall constitute
      a
“security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b)
      the security interest created by this Deed of Trust extends to the Property
      acquired before the commencement of a case in bankruptcy and to all amounts
      paid
      as Rents, and (c) such security interest shall extend to all Rents acquired
      by
      the estate after the commencement of any case in bankruptcy.

     

    ARTICLE
      6  

     

     

    MISCELLANEOUS

     

    Section
      6.1  To
      the
      extent that proceeds of the Obligations are used to pay any outstanding lien,
      charge or encumbrance affecting the Property, such proceeds have been advanced
      by Beneficiary at Grantor’s request, and Beneficiary shall be subrogated to all
      rights, interests and liens owned or held by any owner or holder of such
      outstanding liens, charges and encumbrances, irrespective of whether such liens,
      charges or encumbrances are released of record; provided, however, that the
      terms and provisions 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        
hereof
        shall govern the rights and remedies of Beneficiary and shall supersede the
        terms, provisions, rights, and remedies under another lien or liens to which
        Beneficiary is subrogated hereunder.

    

     

    Section
      6.2  No
      waiver
      of any default on the part of Grantor or breach of any of the provisions of
      this
      Deed of Trust or of any other instrument executed in connection with the
      Obligations shall be considered a waiver of any other or subsequent default
      or
      breach, and no delay or omission in exercising or enforcing the rights and
      powers, and likewise no exercise or enforcement of any rights or powers
      hereunder shall be held to exhaust such rights and powers, and every such right
      and power may be exercised from time to time. Acceptance by Beneficiary of
      partial payments shall not constitute a waiver of the default by failure to
      make
      full payments.

     

    Section
      6.3  To
      the
      extent that Grantor may lawfully do so, Grantor hereby expressly waives any
      right pertaining to the marshalling of assets, the exemption of homestead,
      the
      administration of estates of decedents, or other matter to defeat, reduce or
      affect the right of Beneficiary to sell the Property for the collection of
      the
      Obligations (without any or different resort for collection), or the right
      of
      Beneficiary to the payment of the Obligations out of the proceeds of sale of
      the
      Property in preference to every other person and claimant. 

     

    Section
      6.4  To
      the
      fullest extent permitted by law, Grantor hereby irrevocably and unconditionally
      waives and releases (a) all benefit that might accrue to Grantor by virtue
      of
      any present or future law or judicial decision exempting the Property from
      attachment, levy or sale on execution or providing for any stay of execution,
      exemption from civil process, redemption or extension of time for payment;
      (b)
      all notices of any Event of Default or of Beneficiary’s election to exercise or
      the actual exercise of any right, remedy or recourse provided for under the
      Credit Documents, except as required to be provided under the Loan Agreement;
      and (c) any right to a sale in inverse order of alienation. Grantor waives
      any
      statutory right of redemption and equity of redemption.

     

    Section
      6.5  Grantor
      waives any right or remedy which Grantor may have or be able to assert pursuant
      to Chapter 34 of the Business and Commerce Code of the State of Texas pertaining
      to the rights and remedies of sureties.

     

    Section
      6.6  Grantor
      hereby waives appraisement, or does not waive appraisement, at the option of
      the
      Beneficiary, to be exercised at any time prior to or at entry of judgment in
      any
      action to foreclose this Deed of Trust. Grantor expressly agrees that the
      Trustee may offer the Property as a whole or in such parcels or lots as the
      Beneficiary, in its sole discretion elects, regardless of the manner in which
      the Property may be described. Furthermore, in the event an interest in any
      of
      the Property is foreclosed upon pursuant to a judicial or non-judicial
      foreclosure sale, the Grantor agrees as follows: notwithstanding the provisions
      of Sections 51.003, 51.004, and 51.005 of the Texas Property Code (as the same
      may be amended from time to time), and to the extent permitted by law, the
      Grantor agrees that Beneficiary or Trustee, as the case may be, shall be
      entitled to seek a deficiency judgment from the Grantor and any other party
      obligated in respect of the Obligations equal to the difference between the
      amount of the Obligations and the amount for which the Property was


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        
sold
        pursuant to judicial or non-judicial foreclosure sale. The Grantor expressly
        recognizes that this Section constitutes a waiver of the above-cited provisions
        of the Texas Property Code which would otherwise permit the Grantor and other
        persons against whom recovery of deficiencies is sought (even absent the
        initiation of deficiency proceedings against them) to present competent evidence
        of the fair market value of the Property as of the date of the foreclosure
        sale
        and offset against any deficiency the amount by which the foreclosure sale
        price
        is determined to be less than such fair market value. The Grantor further
        recognizes and agrees that this waiver creates an irrebuttable presumption
        that
        the foreclosure sale price is equal to the fair market value of the Property
        for
        purposes of calculating deficiencies owed by the Grantor or any other person
        against whom recovery of a deficiency is sought.

    

     

    Section
      6.7  In
      the
      event that the amount secured by the Deed of Trust is less than the
      Indebtedness, then the amount secured shall be reduced only by the last and
      final sums that Borrower repays with respect to the Indebtedness and shall
      not
      be reduced by any intervening repayments of the Indebtedness unless arising
      from
      the Property. So long as the balance of the Indebtedness exceeds the amount
      secured, any payments of the Indebtedness shall not be deemed to be applied
      against, or to reduce, the portion of the Indebtedness secured by this Deed
      of
      Trust. Such payments shall instead be deemed to reduce only such portions of
      the
      Indebtedness as are secured by other collateral located outside of the state
      in
      which the Property is located or as are unsecured.

     

    Section
      6.8  All
      obligations contained in this Deed of Trust are intended by Grantor and
      Beneficiary to be, and shall be construed as, covenants running with the
      Property. As used herein, “Grantor” shall refer to the party named in the first
      paragraph of this Deed of Trust and to any subsequent owner of all or any
      portion of the Property. All Persons who acquire an interest in the Property
      shall be deemed to have notice of, and be bound by, the terms of the Loan
      Agreement and the other Loan Documents; however, no such party shall be entitled
      to any rights thereunder without the prior written consent of Beneficiary.
      In
      addition, all of the covenants of Grantor in any Loan Document party thereto
      are
      incorporated herein by reference and, together with covenants in this Section,
      shall be covenants running with the land.

     

    Section
      6.9  (a)
      At the
      time provided in Section 9.10
      of the
      Loan Agreement, the Property shall be released from the Lien created hereby
      and
      this Deed of Trust and all obligations (other than those expressly stated to
      survive such termination) of the Beneficiary and Grantor hereunder shall
      terminate, all without delivery of any instrument or performance of any act
      by
      any party, and all rights to the Property shall revert to the Grantor. At the
      request of Grantor following any such termination, the Beneficiary shall execute
      and deliver to Grantor such documents as Grantor shall reasonably request to
      evidence such termination.

     

    (b)  If
      the
      Beneficiary shall be directed or permitted pursuant to Section 9.10
      of the
      Loan Agreement to release any Lien or any portion of the Property, such Property
      shall be released from the Lien created hereby to the extent provided under,
      and
      subject to the terms and conditions set forth in Section 9.10
      of the
      Loan Agreement. In connection therewith, the Beneficiary, at the request of
      Grantor, shall execute and deliver to Grantor such documents as Grantor shall
      reasonably request to evidence such release. 

     

    Section
      6.10  THIS
      DEED OF TRUST AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT
      AMONG THE PARTIES HERETO AND SUPERCEDE ANY AND ALL PRIOR COMMITMENTS,
      AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
      RELATING 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
TO
        THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED
        BY
        EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
        OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES
        HERETO. 

    

     

    Section
      6.11  By
      acceptance hereof, Beneficiary agrees that the First Lien Deed of Trust and
      all
      amounts secured by the First Lien Deed of Trust (including all future advances
      secured thereby) shall have priority over this Deed of Trust and the
      Indebtedness secured hereby.  The priorities specified herein shall be
      applicable irrespective of the time or order of attachment or perfection of
      security or mortgage interests, the time or order of filing of financing
      statements or mortgages, the time or order of making advances secured by the
      First Lien Deed of Trust, or the giving or failure to give any notice required
      hereby or thereby, or by law.  Notwithstanding anything contained in this
      Deed of Trust to the contrary, the right to condemnation, insurance,
      foreclosure, and other proceeds are governed by the Intercreditor Agreement
      and
      the First Lien Credit Agreement.

     

    


     

    [Remainder
      of page intentionally left blank.]

     

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    




    EXECUTED
      as of the date first hereinabove written.

     

                        GRANTOR

     

                        THE
      BOMBAY COMPANY,
      INC.

                                           
a
      Delaware
      corporation

     

    


     

                        By:_____________________________________  

                                                         
      Name:________________________________ 

                                                            
      Title: _________________________________

     

    STATE
      OF
      TEXAS         §

                         
§

    COUNTY
      OF
      TARRANT     § 

     

    


     

    This
      instrument was acknowledged before me the ____ day of May, 2007, by
      ______________________________, the _________________________ of The Bombay
      Company, Inc., a Delaware corporation, on behalf of said
      corporation.

     

    


     

     

     

                [SEAL]                     Notary
      Public, State of Texas

                                                      
  Tarrant
      County,
      Texas

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT A

     

    DESCRIPTION
      OF PREMISES

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    PERMITTED
      ENCUMBRANCES

     

    


     

    
      	1.  	
              Those
                exceptions appearing in Schedule B
                of
                a certain Title Insurance Policy issued by Chicago Title Insurance
                Company
                to Beneficiary with respect to the Property described in Exhibit A.

            


    

     

    
      	2.  	
              That
                certain Memorandum of Agreement by and between Borrower, as lessor,
                and
                MetroPCS Texas, LLC, a Delaware limited liability company, with an
                office
                at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas 75231, as lessee,
                regarding a Communications Set Lease Agreement for the purpose of
                installing, operating, and maintaining a communications facility
                and other
                improvements, to be recorded with the land records of Tarrant County,
                Texas in a form reasonably satisfactory to
                Beneficiary.

            


    

     

    
      	3.  	
              That
                certain Memorandum of Agreement by and between Borrower, as lessor,
                and
                Southwestern Bell Wireless, LLC d/b/a Cingular Wireless, with an
                office at
                15660 Dallas Parkway, Suite 1300, Dallas, Texas 75248, as lessee,
                regarding a Lease Agreement for the purpose of constructing, operating
                and
                maintaining a radio transmission facility and all other activities
                related
                thereto, to be recorded with the land records of Tarrant County,
                Texas in
                a form reasonably satisfactory to Beneficiary.


            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

     

    DEED
      OF TRUST RIDER

     

    Deed
      of
      Trust Rider attached to and made a part of that certain Deed of Trust, Security
      Agreement, Assignment of Leases and Rents and Fixture Filing dated as of May
      25,
      2007, is executed and delivered by THE BOMBAY COMPANY, INC., a Delaware
      corporation, with an address at 550 Bailey Avenue, Fort Worth, Texas 76107
      (“Grantor”),
      to
      JACK RATTIKIN, JR., an individual and resident of the State of Texas, having
      an
      address at 201 Main Street, Suite 800, Fort Worth, Texas 76102, his successors
      or substitutes (“Trustee”),
      for
      the benefit of GB MERCHANT PARTNERS, LLC, having an address of 101 Huntington
      Avenue, Boston Massachusetts 02109 (together with its successors and assigns,
      “Beneficiary”).

     

    With
      intent to be legally bound, Grantor and Beneficiary agree that the following
      terms and conditions are herein made a part of the Deed of Trust as an integral
      part thereof. The provisions of this Rider are supplementary to the provisions
      of the Deed of Trust to which this Rider is attached and to the extent any
      provision of this Rider deals with the same subject matter as similar provisions
      of the Deed of Trust, the provisions hereof are to be construed to expand such
      similar provisions and not to limit the general application of any general
      provision contained in the Deed of Trust. To the extent any provision of this
      Rider conflicts with the Deed of Trust, the language in the Deed of Trust shall
      control. In case any one or more provisions of this Rider may be found to be
      invalid or unenforceable for any reason or in any respect, such invalidity
      or
      unenforceability shall not limit or impair enforcement any other provisions
      of
      this Rider. 

     

                        1.  REPRESENTATIONS
      AND WARRANTIES.

     

    The
      Grantor hereby represents, covenants and warrants to Beneficiary as
      follows.

     

    1.1  Title;
      First Lien Status.
      Grantor
      represents and warrants to Beneficiary and Trustee that (a) Grantor owns the
      Property free and clear of any Liens except Permitted Encumbrances (subject
      to
      exceptions that do not, in the aggregate, materially impair the use of the
      personal property and Property of the Borrowers taken as a whole), and (b)
      this
      Deed of Trust creates valid, enforceable second priority liens and security
      interests against the Property except for the Permitted Encumbrances.


     

    1.2  No
      Leases.
      There
      are presently in effect no leases of the Property or any part thereof except
      for
      any leases not prohibited under the terms of the Loan Agreement and the
      Permitted Encumbrances.

     

    1.3  Court
      Orders, etc..
      Grantor
      is not in default with respect to any order, writ, injunction, decree or demand
      of any court or any administrative agency or governmental authority affecting
      the Property or the use thereof.

     

    1.4  Compliance
      with Law.
      To the
      best of Grantor’s knowledge, the Property is in material compliance with all
      applicable laws and governmental regulations, including but not limited to
      those
      governing zoning, land use, subdivision control, health, safety, fire protection
      and protection of the environment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                        2.  CERTAIN
      COVENANTS AND CONDITIONS.

     

    The
      Grantor covenants and agrees as follows.

     

    2.1  Second
      Lien Status.
      Grantor
      shall preserve and protect the second lien and security interest status of
      this
      Deed of Trust as provided in the Loan Agreement.

     

    2.2  Maintenance
      of Property; Alterations.
      Grantor
      shall keep and maintain the Property in accordance with the terms and provisions
      of Sections 6.2 and 6.6 of the Loan Agreement.

     

    2.3  Insurance.
      The
      Grantor agrees, at Grantor’s sole cost and expense, to keep the Property insured
      at all times throughout the term of this Deed of Trust with policies of
      insurance in accordance with the provisions of Section 6.4 of the Loan
      Agreement and as follows:

     

    (a)  casualty
      or physical hazard insurance on an “all risks” basis, (and, to the extent
      available in the jurisdiction in which the Property is located, broad form
      earthquake coverage in accordance with similar activities in similar geographic
      areas), and building code, valuable papers, extra expenses, extended period
      of
      indemnity and electronic data processing coverages, with a full replacement
      cost
      endorsement (including builder’s risk during any period or periods of time that
      construction or remodeling is being performed on the Property) and an “agreed
      amount” clause, in an amount equal to 100% of the full replacement cost of all
      improvements (excluding only the reasonable value of footings and foundations)
      and Grantor’s contents therein, in such amounts which are customary for Persons
      engaged in the same or similar business and with nationally recognized insurance
      companies; and

     

    (b)  if
      at any
      time the Property or any portion thereof is located in a “Flood Hazard Area”
pursuant to the Flood Disaster Protection Act of 1973 (or any successor
      thereto), broad form flood insurance in such total amount as Beneficiary shall
      reasonably require from time to time (or the maximum amount available, if less);
      and

     

    (c)  insurance
      with respect to other insurable risks and coverages relating to the Property
      (including, without limitation, commercial general liability insurance, business
      interruption, boiler insurance, builder’s risk insurance, worker’s compensation
      insurance, and product liability insurance) in such amounts which are customary
      for Persons engaged in the same or similar business and with nationally
      recognized insurance companies.

     

    All
      such
      insurance policies (other liability policies) shall be first payable in case
      of
      loss to Beneficiary by means of a standard non-contributory Beneficiary clause,
      shall be primary and without right of contribution from other insurance which
      may be available, shall waive any right of setoff, counterclaim, subrogation,
      or
      any deduction in respect of any liability of 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Grantor
      and Beneficiary, shall provide that with respect to Beneficiary, the insurance
      shall not be invalidated by any action or inaction by Grantor including without
      limitation any representations made by Grantor in the procurement of such
      insurance. All liability insurance policies shall include Beneficiary as an
      additional insured.

     

    2.4  Casualties
      and Takings.
      All
      proceeds of any property or hazard insurance or awards of damages on account
      of
      any taking or condemnation for public use of or injury to the Property shall
      be
      remitted to Beneficiary in accordance with the provisions of Section 2.5 of
      the
      Loan Agreement.

     

    2.5  Notice
      of Condemnation.
      Grantor, immediately upon obtaining knowledge of the institution of any
      proceeding for the condemnation or requisition of the Property or any portion
      thereof, shall notify Beneficiary of the pendency of such proceeding. The
      Beneficiary may participate in such proceeding, and Grantor from time to time
      shall deliver to Beneficiary all instruments requested by Beneficiary to permit
      such participation.

     

    2.6  Leases;
      Assignments; Subordination.
      Except
      for Leases entered into in the ordinary course of business and consistent with
      past practices, Grantor shall not lease the Property or any part thereof without
      the prior written consent of Beneficiary, which consent shall not be
      unreasonably withheld, conditioned or delayed. If Grantor shall enter into
      a
      Lease, Grantor shall faithfully keep, observe and satisfy all the obligations
      on
      the part of the lessor to be kept, performed and satisfied under every Lease
      from time to time in force with reference to the Property, and shall not alter
      or terminate any such Lease, or any guarantee of such Lease, except in the
      ordinary course of business, or accept any rentals for more than one month
      in
      advance. At any time on notice from Beneficiary, Grantor shall submit to
      Beneficiary for examination all such Leases and on the demand of Beneficiary,
      shall execute and deliver a separate instrument collaterally assigning any
      or
      all such Leases, or the rents and profits thereof, in form satisfactory to
      Beneficiary. The Beneficiary shall have the right, by the execution of suitable
      written instruments from time to time, to subordinate this Deed of Trust, and
      the rights of Beneficiary hereunder, to any Lease or Leases from time to time
      in
      force with reference to the Property, and, on the execution of any such
      instrument, this Deed of Trust shall be subordinate to the Lease for which
      such
      subordination is applicable with the same force and effect as if such Lease
      had
      been executed and delivered, and a notice thereof recorded to the extent
      required to give notice to third persons, prior to the execution, delivery
      and
      recording of this Deed of Trust.

     

    2.7  Prior
      Deeds of Trust.
      If this
      Deed of Trust, by its terms, is now, or at any time hereafter, becomes subject
      or subordinate to a prior deed of trust or mortgage, Grantor shall fully perform
      its obligations under such prior deed of trust or mortgage and shall not,
      without the consent of Beneficiary, agree to the modification, amendment or
      extension of the terms or conditions of such prior deed of trust or mortgage.
      Nothing contained in this Section 2.7 is intended, nor shall it be deemed,
      to constitute consent by Beneficiary to a subordination of the lien of this
      Deed
      of Trust.

     

    2.8  Transfer
      of Ownership.
      Grantor
      shall not sell or permit any transfer of any interest in the Property, or any
      part thereof, without the prior express written consent of Beneficiary, except
      as expressly permitted by the Loan Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    2.9  Priority
      of Lien; After-Acquired Property.
      This
      Deed of Trust is and will be maintained as a valid deed of trust lien on the
      Property subject only to the Permitted Encumbrances. All property of every
      kind
      acquired by Grantor after the date hereof which, by the terms hereof, is
      required or intended to be subjected to the lien of this Deed of Trust shall,
      immediately upon the acquisition thereof by Grantor, and without any further
      mortgage, conveyance, assignment or transfer, become subject to the lien of
      this
      Deed of Trust. The Grantor will do, execute, acknowledge and deliver all and
      every such further conveyances, mortgages, and assurances as Beneficiary shall
      reasonably require for accomplishing the purposes of this Deed of Trust. If
      any
      action or proceeding shall be instituted to recover possession of the Property
      or for the foreclosure of any other mortgage or Deed of Trust or for any other
      purpose affecting the Property or this Deed of Trust, Grantor will immediately,
      upon service thereof on or by Grantor, deliver to Beneficiary a true copy of
      each precept, petition, summons, complaint, notice of motion, order to show
      cause, and all other process, pleadings and papers, however designated, served
      in any such action or proceeding.

     

    2.10  Security
      Agreement.
      This
      Deed of Trust shall constitute a security agreement under Article 9 of the
      Uniform Commercial Code (the “Code”) in each applicable jurisdiction with
      respect to Fixtures, now or hereafter acquired by Grantor, which might otherwise
      be deemed “personal property” covered by this Deed of Trust. Grantor has granted
      and does hereby grant Beneficiary a security interest in the Fixtures and in
      all
      additions and accessions thereto, renewals and replacements thereof and all
      substitutions therefor and proceeds thereof for the purpose of securing all
      Obligations now or hereafter secured by this Deed of Trust. The following
      provisions relate to such security interest:

     

    (1)  Upon
      the
      occurrence of an Event of Default, Beneficiary shall have the rights and
      remedies of a secured party under the Code as well as all other rights and
      remedies available at law or in equity or under this Deed of Trust.

     

    (2)  This
      Deed
      of Trust also constitutes a Uniform Commercial Code financing statement which
      is
      being filed as a fixture filing. Grantor is the record owner of the real estate
      described on Exhibit A hereto. The collateral is described herein, some of
      which is or may become fixtures on the real estate described on Exhibit A
      hereto. The names and mailing addresses of the Debtor (“Grantor” herein) and
      secured party (“Beneficiary” herein) are set forth on the first page of this
      Deed of Trust. The Debtor is a corporation organized under the laws of the
      State
      of Delaware and its organizational identification number, if any, is
      0813243.

     

    (3)  Terms
      defined in the Code and not otherwise defined in this Deed of Trust shall have
      the same meanings in this subparagraph as are set forth in the Code. In the
      event that a term is used in Article 9 of the Code and also in another
      Article, the tern used in this subparagraph is that used in
      Article 9.

     

    (4)  A
      carbon,
      photostatic or other reproduction of this Deed of Trust shall be sufficient
      as a
      financing statement. The Beneficiary shall have the right at any time to file
      a
      manually executed counterpart or a carbon, photostatic or other reproduction
      of
      this Deed of Trust as a financing statement in either the central or local
      property records of any jurisdiction wherein the collateral is situated, but
      the
      failure of the Beneficiary to do so shall not impair (i) the effectiveness
      of
      this Deed of Trust as a fixture filing as 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        
permitted
        by Section 9.402(f) of the Uniform Commercial Code, or (ii) the validity
        and
        enforceability of this Deed of Trust in any respect whatsoever.


    

     

                        3.  DEFAULT
      AND REMEDIES.

     

    3.1  Default;
      Acceleration of Obligations.
      If an
      Event of Default shall occur and be continuing then Beneficiary may exercise
      the
      remedies provided under this Deed of Trust, under the Loan Agreement, under
      any
      and all other instruments and documents providing security for the Loan
      Agreement, under any and all other instruments and documents providing security
      for the Obligations, or under the laws of the state where the Property is
      situated, or any one or more of such remedies. In the event that any Event
      of
      Default shall occur and be continuing, Beneficiary may declare the Indebtedness
      immediately due and payable, in whole or in part, as provided in Section 8.2
      of
      the Loan Agreement, whereupon such Indebtedness shall be forthwith due and
      payable without demand, presentment for payment, notice of nonpayment, protest,
      notice of protest, notice of intent to accelerate, notice of acceleration and
      all other notices or further actions of any kind, all of which are hereby
      expressly waived by Grantor. 

     

    3.2  Operation
      of Property.
      Upon
      the occurrence and during the continuance of an Event of Default, Beneficiary
      may hold, lease, manage, operate or otherwise use or permit the use of the
      Property, either itself or by other persons, firms or entities, in such manner,
      for such time and upon such other terms as Beneficiary may deem to be prudent
      and reasonable under the circumstances (making such repairs, alterations,
      additions and improvements thereto and taking any and all other action with
      reference thereto, from time to time, as Beneficiary shall deem necessary or
      desirable), and apply all rents, profits and other amounts collected in
      connection therewith in accordance with the other provisions of this Deed of
      Trust.

     

    3.3  Receiver.
      Upon
      the occurrence and during the continuance of an Event of Default, or actual
      or
      threatened waste to all or any part of the Property, or at any time while a
      suit
      is pending to foreclose or reform this Deed of Trust or to enforce any provision
      hereof, Beneficiary shall have the right to apply without notice for the
      appointment of a receiver of all or any part of the Property and the rents
      and
      profits thereof, and such receiver shall have all the broad and effective
      functions and powers anywhere entrusted by a court to a receiver. Beneficiary
      shall be entitled to the appointment of said receiver forthwith as a matter
      of
      absolute right, without regard to the adequacy or inadequacy of the value of
      the
      Property or the solvency or insolvency of Grantor or any other defendant, and
      Grantor hereby waives any right to object to the appointment of such receiver
      and expressly consents thereto. The income, profits, rents, issues and revenues
      from the Property shall be applied by such receiver according to the provisions
      of this Deed of Trust and the practice of the court appointing such receiver.
      

     

    3.4  Certain
      Terms of Foreclosure Sale.
      At any
      foreclosure sale, any combination, or all, of the Property or security given
      to
      secure the indebtedness secured hereby, may be offered for sale for one total
      price, and the proceeds of such sale accounted for in one account without
      distinction between the items of security or without assigning to them any
      proportion of such proceeds, Grantor hereby waiving the application of any
      doctrine of marshaling; and, in case Beneficiary, in the exercise of the power
      of sale herein 

     

    
      
        
        

      

      
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given,
        elects to sell in parts or parcels, said sales may be held from time to time,
        and the power shall not be fully executed until all of the property or security
        not previously sold shall have been sold.

    

     

    3.5  Uniform
      Commercial Code.
      If the
      provisions of the Uniform Commercial Code are applicable to any property or
      security given to secure the indebtedness secured hereby which is sold in
      combination with or as a part of the Property, or any part thereof, at one
      or
      more foreclosure sales, any notice required under such provisions shall be
      fully
      satisfied by the notice given in execution of the power of sale or other
      provision in accordance with which the sale of real property pursuant to such
      foreclosure is held with respect to the Property or any part
      thereof.

     

    3.6  Rights
      Cumulative.
      Each
      right, power and remedy conferred upon Beneficiary by this Deed of Trust, the
      Loan Agreement and by all other documents evidencing or securing the Obligations
      and conferred by law or in equity is cumulative and in addition to every other
      right, power and remedy herein or therein set forth or otherwise so existing,
      may be exercised from time to time, as often, and in such order, as may be
      deemed expedient by Beneficiary, and the exercise or the beginning of the
      exercise of one right, power or remedy shall not be a waiver of the right to
      exercise at the same time or thereafter any other right, power or remedy, and
      no
      delay or omission of, or discontinuance by, Beneficiary in the exercise of
      any
      right, power or remedy accruing hereunder or arising otherwise shall impair
      my
      such right, power or remedy, or be construed to be a waiver of any default
      or
      acquiescence therein. To constitute a waiver, there must be a writing signed
      by
      an officer of Beneficiary and directed to Grantor, specifying the
      waiver.

     

    3.7  Restoration.
      In case
      Beneficiary shall have proceeded to enforce any right or remedy under this
      Deed
      of Trust or the Loan Agreement by foreclosure, entry or otherwise, and such
      proceedings shall have been discontinued or abandoned for any reason, or shall
      have been determined adversely to Beneficiary, then and in every such case
      Grantor and Beneficiary shall be restored to their former positions and rights
      hereunder, and all rights, powers and remedies of Beneficiary shall continue
      as
      if no such proceeding had been taken. In the event of a breach or default under
      this Deed of Trust or under the Loan Agreement or any other Loan Document,
      Grantor agrees to pay and to indemnify and hold harmless Beneficiary and the
      Lenders for all reasonable expenses, attorneys’ fees, taxes and other court
      costs occasioned by such breach or default.

     

                        4.  MISCELLANEOUS.

     

    4.1  Notices.
      All
      notices, requests and other communications hereunder shall be made in writing
      and shall be given in the manner set forth in the Loan Agreement. 

     

    4.2  Successors
      and Assigns; Joint and Several Liability; Partial
      Invalidity.
      All the
      covenants and agreements of Grantor herein contained shall be binding upon
      Grantor and the successors and assigns of Grantor. In case any one or more
      of
      the provisions of this Deed of Trust may be found to be invalid, or
      unenforceable for any reason or in any respect, such invalidity or
      unenforceability shall not limit or impair enforcement of any other provision
      thereof.

     

    
      
        
        

      

      
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    4.3  Future
      Advances.
      This
      Deed of Trust shall secure, and constitute a lien upon the Property for, any
      future advances made by Beneficiary or any of the Lenders under the Loan
      Agreement at any time or times hereafter, whether or not any reference is made
      to this Deed of Trust at the time such advances are made, and all such sums
      shall be equally secured with and, to the extent permitted by law, have the
      same
      priority as the Obligations outstandings as of the date hereof. Grantor agrees
      that if the outstanding balance of the Loan Agreement, principal and interest,
      is ever repaid to zero (despite any express prohibition to the contrary
      contained in the Loan Agreement), the lien and security interest of this Deed
      of
      Trust shall not be deemed released or extinguished by operation of law or
      implied intent of the parties. This Deed of Trust shall remain in full force
      and
      effect as to any further advances under the Loan Agreement made after any such
      zero balance until the Obligations are paid in full, all agreements to make
      further advances and readvances have been terminated and this Deed of Trust
      has
      been canceled of record. Grantor waives the operation of any applicable statute,
      case law or regulation having a contrary effect. The outstanding principal
      amount of the indebtedness under the Loan Agreement will bear interest at a
      variable rate or rates calculated in accordance with the terms and conditions
      of
      the Loan Agreement. The Loan Agreement is hereby incorporated into this Deed
      of
      Trust with regard to all references made to it in this Deed of
      Trust.

     

    4.4  Modification.
      No
      change, amendment, modification, cancellation or discharge of this Deed of
      Trust, or any part hereof, shall be valid unless in writing and signed by the
      parties hereto or their respective successors and assigns. 

     

    4.5  Captions.
      Section
      headings are inserted for convenience of reference only, do not form part of
      this Deed of Trust and shall be disregarded for purposes of the interpretation
      of the terms of this Deed of Trust.

     

    4.6  Governing
      Law.
      This
      Deed of Trust and the perfection and enforcement of the lien and security
      interest hereunder (and any financing statement filed in connection herewith)
      shall be governed by and construed and enforced in accordance with the laws
      of
      the state in which the Premises is situated.

     

    


     

    
      
        
        

      

      
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