TO BENEFICIARY AT
A CONVENIENT PLACE (AT THE LAND IF TANGIBLE PROPERTY) REASONABLY ACCEPTABLE TO
BENEFICIARY.
TRUSTOR SHALL PAY TO BENEFICIARY ON DEMAND ANY AND ALL EXPENSES,
INCLUDING REASONABLE LEGAL EXPENSES AND ATTORNEYS' FEES, INCURRED OR PAID BY
BENEFICIARY IN PROTECTING ITS INTEREST IN THE COLLATERAL AND IN ENFORCING ITS
RIGHTS HEREUNDER WITH RESPECT TO THE COLLATERAL AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT.
ANY NOTICE OF SALE, DISPOSITION OR
OTHER INTENDED ACTION BY BENEFICIARY WITH RESPECT TO THE COLLATERAL SENT TO
TRUSTOR IN ACCORDANCE WITH THE PROVISIONS HEREOF AT LEAST 10 BUSINESS DAYS PRIOR
TO SUCH ACTION, SHALL, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW,
CONSTITUTE REASONABLE NOTICE TO TRUSTOR.
THE PROCEEDS OF ANY DISPOSITION OF THE
COLLATERAL, OR ANY PART THEREOF, MAY, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE
LAW, BE APPLIED BY BENEFICIARY TO THE PAYMENT OF THE DEBT IN SUCH PRIORITY AND
PROPORTIONS AS BENEFICIARY IN ITS DISCRETION SHALL DEEM PROPER.
TRUSTOR HEREBY
WARRANTS TRUSTOR'S (DEBTOR'S) PRINCIPAL PLACE OF BUSINESS AND STATE OF
ORGANIZATION ARE AS SET FORTH ON PAGE ONE HEREOF.
THE ADDRESS OF BENEFICIARY
(SECURED PARTY) IS AS SET FORTH ON PAGE ONE HEREOF.
SECTION 1.4.
FIXTURE FILING.
THIS SECURITY INSTRUMENT CONSTITUTES
AND SHALL BE EFFECTIVE AS FINANCING STATEMENT FILED AS A FIXTURE FILING FROM THE
DATE OF RECORDING UNDER SECTIONS 104.9334 AND 104.9502 OF THE NEVADA UNIFORM
COMMERCIAL CODE (THE "UCC").
FOR SUCH PURPOSES, (I) THE "DEBTOR" IS TRUSTOR AND
ITS ADDRESS IS THE ADDRESS GIVEN FOR IT IN THE INITIAL PARAGRAPH OF THIS
SECURITY INSTRUMENT; (II) THE "SECURED PARTY" IS BENEFICIARY, AND ITS ADDRESS
FOR THE PURPOSE OF OBTAINING INFORMATION IS THE ADDRESS GIVEN FOR IT IN THE
INITIAL PARAGRAPH OF THIS SECURITY INSTRUMENT; (III) THE REAL ESTATE TO WHICH
THE FIXTURES ARE OR ARE TO BECOME ATTACHED IS TRUSTOR'S INTEREST IN THE REAL
PROPERTY AND IS LEGALLY DESCRIBED IN EXHIBIT A ATTACHED HERETO; AND (IV) THE
RECORD OWNER OF SUCH REAL ESTATE IS TRUSTOR.
SECTION 1.5.
PLEDGES OF MONIES HELD.
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, TRUSTOR HEREBY PLEDGES TO BENEFICIARY ANY AND ALL MONIES NOW
OR HEREAFTER HELD BY BENEFICIARY
5
OR ON BEHALF OF BENEFICIARY, INCLUDING, WITHOUT LIMITATION, ANY SUMS DEPOSITED
IN THE LOCKBOX ACCOUNT, THE CASH MANAGEMENT ACCOUNT, THE RESERVE FUNDS AND NET
PROCEEDS, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS UNTIL EXPENDED OR APPLIED
AS PROVIDED IN THIS SECURITY INSTRUMENT.
CONDITIONS TO GRANT
TO HAVE AND TO HOLD the Property, together with all and singular the rights,
hereditaments and appurtenances in anywise appertaining or belonging thereto,
unto Trustee and its successors and assigns, in trust for the benefit of
Beneficiary hereinafter set forth, forever,
ARTICLE II.
DEBT AND OBLIGATIONS SECURED
SECTION 2.1.
DEBT.
THIS SECURITY INSTRUMENT AND THE GRANTS,
ASSIGNMENTS AND TRANSFERS MADE IN ARTICLE 1 ARE GIVEN FOR THE PURPOSE OF
SECURING THE FULL AND TIMELY PAYMENT OF THE DEBT (INCLUDING, WITHOUT LIMITATION,
ANY INTEREST WHICH ACCRUES AFTER THE COMMENCEMENT OF ANY BANKRUPTCY OR
INSOLVENCY PROCEEDING WITH RESPECT TO TRUSTOR OR