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"-J 549`33
<br /> debtors, or if Trustor seeks or consents to the appointment of any trustee,
<br /> receiver or liquidator of Trustor or of all or part of the property or rents,
<br /> revenues, issues, earnings, profits or income thereof, or makes any general
<br /> assignment for the benefit of creditors, or admits in writing its inability to
<br /> pay its debts generally as they become due, and if any such condition or
<br /> situation above is not remedied for a period of sixty (60) days.
<br /> 9. Trustor agrees to execute such further assurances as may be
<br /> deemed desirable by the Beneficiary or Trustee for the purposes of further
<br /> evidencing, carrying out or confirming this Deed of Trust. From time to time,
<br /> upon request of Beneficiary, Trustor agrees to execute and deliver, or cause to
<br /> be executed and delivered, effective security agreements, financing statements
<br /> and continuation statements effecting and evidencing a second lien on all
<br /> fixtures, machinery, equipment, and appliances covered hereby or by any
<br /> separate security agreement executed by Trustor in favor of Beneficiary.
<br /> 10. No failure or delay by Beneficiary in exercising any of its
<br /> rights or remedies contained or referred to herein shall be deemed to be a
<br /> waiver of such rights or remedies. No provision hereunder shall be deemed
<br /> waived unless such waiver shall be in writing signed by the Beneficiary.
<br /> 11. Trustor shall, at its expense, furnish Beneficiary annually,
<br /> within ninety (90) days after the close of Trustor's fiscal operating year, an
<br /> audited operating statement covering the property and in form satisfactory to
<br /> Beneficiary. All such statements shall be prepared and, if requested by
<br /> Beneficiary, certified by a Certified Public Accountant satisfactory to
<br /> Beneficiary.
<br /> 12. (a) In the event Trustor shall, directly or indirectly, without
<br /> the prior written approval of Beneficiary, voluntarily or involuntarily sell,
<br /> assign, transfer, dispose of or further encumber or allow any other lien
<br /> against all, any portion of, or any interest in the property which is the
<br /> subject of this Deed of Trust, then, or at any time thereafter, Beneficiary, at
<br /> its option, may declare the entire indebtedness secured hereby immediately due
<br /> and payable.
<br /> (b) In the event that any general partner of Trustor shall,
<br /> directly or indirectly, without the prior written consent of Beneficiary,
<br /> voluntarily or involuntarily sell, assign, transfer, dispose of or encumber all
<br /> or any portion of such partner's interest in Trustor, then, or at any time
<br /> thereafter, Beneficiary, at its option, may declare the entire indebtedness
<br /> secured hereby immediately due and payable.
<br /> The foregoing options may be exercised at any time after the
<br /> occurrence of any such event and the acceptance of one or more installment of
<br /> payment from Trustor or any person thereafter shall not consitute a waiver of
<br /> Beneficiary's option. Beneficiary's approval of any sale, assignment,
<br /> transfer, disposition, encumbrance, or other lien or failure to exercise said
<br /> option with respect thereto shall not be construed as a waiver of the
<br /> provisions hereof with regard to any subsequent transaction.
<br /> 13. Trustor shall notify Beneficiary promptly of the occurrence of
<br /> any of the following:
<br /> (a) A fire or other casualty causing damage to the property;
<br /> (b) Receipt of notice of condemnation or other taking of all or
<br /> any part of the property or any interest therein; or
<br /> c:HDGDT.EHI Page 7.
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