UNITED STATES DISTRICT COURT

DISTRICT OF ARIZONA

OFFICE OF THE CLERK

RICHARD H. WEARE
DISTRICT COURT EXECUTIVE 1 CLERK OF COURT SANDRA DAY O'CONNOR U. S COURTHOUSE SUITE 130. 401 W. WASHINGTON ST.. SPC 1 PHOENIX. ARIZONA 85003-21 18

RONNIE HONEY
Visit our website at www.azd.uscourts.gov
CHIEF DEPUTY CLERK SANDRA DAY O'CONNOR U. S. COURTHOUSE SUITE 130.401 W. WASHINGTON ST.. SPC 1 PHOENIX. ARIZONA 85003-21 18

MICHAEL S. O'BRIEN
CHIEF DEPUTY CLERK EVO A. DECONClNl U.S. COURTHOUSE 405 W. CONGRESS, SUITE 1500 TUCSON. ARIZONA 85701-5010

December 16,2005 United States District Court District of Oregon 100 Federal Building 21 1 East Seventh Avenue Eugene, OR 97401 Attn: Clerk's Office RE: USA v. Sarah Kendall Harvey Your case number: CR 05-60129-AA Arizona case number: 05-4320M Dear Clerk of the Court: The above charge originated in your district. The defendant has appeared before Mark E. Aspey in the District of Arizona. The following action has been taken. U S MARSHAL HAS BEEN ORDERED TO REMOVE THE DEFENDANT TO THE CHARGING DISTRICT. THE DEFENDANT HAS BEEN ORDERED TO APPEAR IN THE CHARGING DISTRICT ON: Enclosed are the certified copies of the original documents in our file. Please certify receipt of the documents on the enclosed duplicate of this letter and return it to our office. Sincerely, RICHARD H. WEARE,

Enclosures
The staffof the Clerk's OfJice ensures the effective, efJicient and professional delivery of clerical and administrative services, while fostering a customerfriendly and employeefriendly environment.

(Rev 10103) Order Holdmg Defendant

DISTFUCT UNITED STATES OF AMERICA

ARIZONA

v.
SARAH KENDALL HARVEY AKA:
Kendall Tankersley and Sarah Kendall Schrectman

ORDER HOLDING DEFENDANT TO ANSWER AND TO APPEAR IN DISTRICT OF PROSECUTION OR DISTRICT HAVING PROBATION JURISDICTION
Case Number: 05-4320M CR05-60129-AA

Charging District Case Number:

The defendant having appeared before this Court pursuant to Rule 5(c)(3), Fed. R. Crim. P., and proceedings having been concluded and the defendant released; IT IS ORDERED that the defendant be held to answer in the United States District Court for the Arraignment in the District of Oregon
; and shall appear at all proceedings as required. US District Court at 21 1 East Seventh Avenue
Place and Address

The defendant shall next appear at (if blank, to be notified) Eugene, OR 97401 before Magistrate Coffin
I hereby a t t e l 2nd cer!ify on that the fcregs'nj docummt copy of the o;ii;;nal t* CLERlC. U.S. DISTRICT COUaT

on Tuesday, January 3,2006 at 1:30 pm

Date and Time

December 16,2005
Date

Mark E. Aspeyl Magistrate Judge

Name and Title oj'Judicia1 Officer

United States District Court--District of Arizona - Phoenix Order Setting Conditions of Release
DATE: December 16,2005 CASE NUMBER:
05-4320M

USA vs. Sarah Kendall Harvey (aka: Kendall Tankersley and Sarah Kendall Schectman)
[XI

PERSONAL RECOGNIZANCE AMOUNT OF BOND $150,000.00 UNSECURED SECUREDBY CASH SECURITY TO BE POSTED BY

or as directed through counsel NEXT APPEARANCE January 3,2005 at 1:30 pm 4 100 Federal Building, 211 East Seventh Avenue, Eugene, OR 97401 before Magistrate Judge Coffin.

IT IS ORDERED THAT DEFENDANT IS SUBJECT TO THE FOLLOWING CONDITIONS AND SHALL:

appear at all proceedings as required and to surrender for service of any sentence imposed. not commit any federal, state or local crime. immediately advise the court, defense counsel and U.S. Attorney in writing of change in addressltelephone number. maintain or actively seek verifiable employment if defendant is physically or medically able and provide proof of such to Pretrial Services. not travel outside of: Arizona except to Oregon for Court purposes except Defendant may travel directly to the prosecutmg district, and through all states and counties in between the District of Arizona and the prosecuting district, for Court purposes and lawyer conferences only unless express PRIOR Court or Pretrial Services permission is granted to do so. avoid all direct or indirect contact with ersons who are considered alleged victim s) otential witness(es), famil members of victim(s)/witness(es), an or ( ) the custodial parent, except De en ant may communicate wit custodial parent solely for visitation purposes with hislher minor child(dren):

S/

2'

report as directed to the U.S. PRETRIAL SERVICES 1-800-769-7609 or 602-322-7350. report as directed to the U.S. PROBATION OFFICE 602-322-7400 and abide by all terms of conditions of Supervised ReleaseIProbation. execute an agreement to forfeit upon failing to appear as required, the bond or designated property: Defendant is placed in the third part custody of Betty Tankersley Schneider and Heather Martel. Mrs. Schneider shall be responsible to escort the de endant to and from court appearances in the District of Oregon and Ms. Martel shall be responsible for the defendant all other times. If Ms. Martel is not available or can not act as third party custodian Mrs. Schneider shall be substituted.

refrain from an excessive use of alcohol and not use or possess an narcotic or other controlled substance defined by 2 1 US 802 unless prescribed for defendant by a licensed me ical practitioner in the course of hislher legitimate medical practice.

c '

participate in druglalcohol counseling/treatment and submit to dm /alcohol testing, including breathalyzer testing and make copayment toward the cost as directed by U. S. Pretria Services.

surrender any passport in any name to the Clerk of the Court by December 16,2005 by 4:30pm obtain no passport. not possess or attempt to acquire any firearm, destructive device, or other dangerous weapon or ammunition. maintain weekly contact with hislher counsel by Friday, noon of each week. shall timely pay hislher monthly child support payments as previously ordered by the subject state court in the total amount of $ The defendant shall actively participate in any mental health treatment pro ram as directed by Pretrial Services. The defendant shall comply with all treatment requirements including ta/?ing all medication as prescribed by hislher mental health care provider.

Defendant shall be confined to home detention. but with prior PTS permission may be released for medical, religious, employment and court related matters. The defendant will comply with electronic monitorin? and follow all program reauirements, including specific directions of the Pretrial Services Officer. The defendant is required to make a co-payment in an amount to be determined bv the Pretrial Services Officer. but in no event to be more than 50% of net income, to U.S. Pretrial Services each pay period until monitoring is

IXI

The defendant shall have no contact with known Earth Liberation Front or Animal Liberation Front members or activists during the pendency of this case. ADVICE OF PENALTIES AND SANCTIONS

The commission of any offense while on pretrial release may result in an additional sentence upon conviction for such offense to a term of imprisonment of not more than ten years if the offense is a felony or a term of imprisonment of not more than one year if the offense is a misdemeanor. This sentence shall be consecutive to any other term of imprisonment. Title 18 U.S.C. 5 1503 makes it a criminal offense punishable by imprisonment for life or by death, or, de ending upon the specific provisions of the section not more than twenty years or by not more than ten years, and a $250, 00 fine to intimidate a juror or officer of the court; Title 18 U.S.C. $15 10 makes it a criminal offense unishable by up to five years imprisonment and a $250,000 fine to obstruct a criminal investigation; Title 18 U.S.C. 5r5 12 makes it a criminal offense punishable by imprisonment for life or by death, or, dependin u on the specific provisions of the section by not more than twenty years or by not more than ten years and a $250, 0 fine for tampering with a witness, victim or informant; or by intentionally harassing another person and thereby hindering /delaying / reventing or dissuadin person from attending or testifling in an officlal roceeding or otherwise violating t e section is punishab e by imprisonment for not more than one year and a $250,0 0 fine; and 18 U.S.C. 1513 makes it a criminal offense punishable by imprisonment for life or by death, or, depending upon the specific rovisions of the section not more than twenty years or by not more than ten years of imprisonment, a fine of $250,00 , or both, to retaliate against a witness, victlm or informant, or threaten or attempt to do so.

8f

It is a criminal offense under 18 U.S.C. 53 146, if after having been released, the defendant knowingly fails to ap ear as required by the conditions of release, or to surrender for the service of sentence ursuant to a court order. If the de endant was released in connection with a charge of, or while awaiting sentence, surren er for the service of a sentence, after conviction, for:(l) an offense unishable by death, life imprisonment, or imprisonment for a ears or more, the defendant shall be fine not more than $250,000 or im risoned for not more than ten by imprisonment for a term of five years or more, t e defendant shall be fined not for not more than five years or both;(3) any other felony, the defendant shall be fined not more than two years, or both;(4) a misdemeanor, the defendant shall be fined not more than one year, or both.

t!

'i!

71

A term of imprisonment imposed for failure to appear or surrender shall be consecutive to the sentence of imprisonment for any other offense. In addition, a failure to appear may result in the forfeiture of any bail posted. If the person was released for appearance as a material witness, a fine as provided by law or imprisonment for not more than one year, or both. ACKNOWLEDGMENT OF DEFENDANT I acknowledge that I am the defendant in this case and that I am aware of the conditions of release. I promise to obey all conditions of release, to appear as directed, and to surrender for service of any sentence imposed. I am aware of the penalties and sanctions set forth above.
DATE SIGNATURE OF DEFENDANT
I

rrh AL[ I .--l I i Custodian agrees to (a) supervise the defendant in accordance with gll condition&f release, (bjtb use every effort to assure the appearance of the defendant at all scheduled court proceedings, and to notify the court immediately in the event the defendant violates any condition of release or disappears. We, the undersigned, have read and understand the terms of this bond and conditions of release and acknowledge that we are bound by it until duly exonerated.
-.,,
\

1
I

Directions to United States Marshal:

The defendant is ORDERED released after processing. The United States Marshal is ORDERED to keep the defendant in custody until notified by the clerk or judicial officer that the defendant has posted bond andlor complied with all other conditions of release. Defendant's release is stayed pending further proceedings in the United States District Court of Oregon.

DATE: December 16,2005

BY

-CLERK, U.S.DISTRICT COURT DlSTRlCT OF ARIZONA

D epuv

% A 0 94 (Rev 8197) Comm~tment Another D~strict to

UNITED STATES DISTRICT O U R T F .~ .- ~' ~ C 5

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_ USMAR:-+,
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--

District of
UNITED STATES OF AMERICA

.,-ARIZONA

cm&&%

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I

V.
SARAH KENDALL HARVEY aka:Kendall Tankersley and Sarah Kendall Schectman DOCKET NUMBER
District of Arrest

6 STW1CT (?F : ~ ~ r : t : ?

DISTRICT

MAGISTRATE JUDGE CASE NUMBER

District of Arrest District of Offense

District of Offense

CR05-60 129-AA

05-4320M Other (specify) Petition of Supervision

CHARGES AGAINST THE DEFENDANT ARE BASED UPON AN X Ind~ctment Information Complaint
charging a violation of

18: $844(i) and 2

DISTRICT OF OFFENSE District of Oregon OF CHARGES:

DESCRIPTION
ARSON

CURRENT BOND STATUS: Bail fixed at and conditions were not met m ~ o v e r n m e nmoved for detention and defendant detained after hearing in District of A r r e s t 4 t Government moved for detention and defendant detained pending detention hearing in District of 0 0Other (specify) i..D=d+.
Representation:

PNone

X Retained Own Counsel

Federal Defender Organization Yes Language: DISTRICT OF ARIZONA

CJAAttomey

Interpreter Required?

X No

TO: THE UNITED STATES MARSHAL

You are hereby commanded to take custody of the above named defendant and to transport that defendant with a certified copy of this commitment forthwith to the district of offense as specified above and there deliver the defendant to the United States Marshal for that District or to some other officer authorized to receive the defendant.
December 16,2005 Date United gate* or Magistrate Judge

rhis commitment was received and executed as follows:

)ATE COMMITMENT ORDER RECEIVED PLACE OF COMMITMENT DATE DEFENDANT COMMITTED

1.4TE

UNITED STATES MARSHAL

(BY) DEPUTY MARSHAL

JOHN TREBON JOHN TREBON, P.C. 308 N. Agassiz Flagstaff, Arizona 8600 1 Ph: (928) 779- 1713 Fax: (928) 774- 1265 Trebon@,uneedspeed.net
Attorney for Sarah Harvey AZ. State Bar No. 005375

w.
-

1 hereby atfcst and certify cn that the for:;dq docurnest copy of the oripinal-

CLERK, U.S.DISTRICT COURT

DISTRICT OF ARIZONA
--

. B y - 7 -c-? & C b ~ ,

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I.-&-

Del

UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA UNITED STATES OF AMERICA, Plaintiff, v. SARAH KENDALL HARVEY, aka Kendall Tanltersley and Sarah Kendall Schectman, Defendant
) ) ) ) )

Case No.: 2005-4320M

DECLARATION OF DEFENDANT'S UNDER TITLE 28 U.S.C. $1746

I declare under penalty of perjury that the foregoing is true and correct:

1. 2.

I am the Defendant in this action.

In order to meet the bond of $150,000 from my own assets in thi:

case, I have sold all of my stocks with Morgan Stanley from Eureka, California The stocbs could not be posted as security for a loan during the time span of thi week. As a result, the stoclts were simply sold and converted to cash. I will pa: capital gains taxes on my 2005 tax return in an amount estimated to bl approximately $8,000. The gross amount of the funds from the stock sale, $80,000 has been wired to the trust account of John Trebon, P.C. I also had a money m a r k

account with Morgan Stanley worth $9,000; Morgan Stanley subtracted fees ant the total sum of $88,900 has been transferred to the trust account of John Trebon P.C.
3.

The cash in my personal bank account has been reduced fron

$52,016.14 to $16.14. I have caused the removal of the amount of $52,000 fron the bank account by wiring the funds ($52,000) to the trust account of .To111 Trebon, P.C.

4.

I have obtained a loan from the National City Bank in Cleveland

Ohio in the amount of $25,000. In order to secure the loan, I have pledged r: n house in Tucson, Arizona and both of my automobiles as collateral for the loan The loan and lien documents are attached to this declaration for the Court's review The full amount of the loan has been placed in the trust accouiit of John Trebon

P.C. The deed of trust in favor of the National City Bank is the second deed of trus
(or mortgage) against the house and is the highest amount that I qualified for base( on my income and equity amounts.

5.

Finally, the remaining funds above ($150,000) remains in the trus

account of John Trebon, P.C. I request that I be allowed to obtain those fund! personally to meet personal expenses and to pay federal taxes because of the stock: previously held by Morgan Stanley, but I will utilize the funds in a manne approved by the Court. My attorney, John Trebon, has agreed to hold the fund! until this Court provides further guidance.

Kendall TankeRley (FKA) Kendall Schectman

day of December, 2005 to:

this Clerk of Court United States District Court District of Arizona- Flagstaff 123 N. San Francisco St., Ste. 200 Flagstaff, AZ 86001

And a copy mailed to: Joseph J. Lodge United States Attorney 40 N. Central Ave., Suite 2200 Phoenix, AZ 85004-4408

II And a copy mailed to:

Sarah Kendall Harvey

By:

National City@ ID Verification Form

I. Customer Name Kendall Tankersley

Prrmary (Photo) 113)

Date of Birth Verification of Picture

SecondaryD
1 Type of 1 )and Expiration Date _

0s

Verification of Signature

2. C:ustonier Name Primary (Photo) ID Type of ID and #

Expiration Date
-

Verification of Picture

D Secondary I

Veri ficat~on Signature of

National City Representati ve's Signature

ElaLe

NOTE: This information must be completed for all signers on the loan.

CONSUMER LOANS LOAN DlSBURSEMENT AUTHORIZATION

Borrower's Name: Kendall Tankersiey

Deplt. o r Office: private-client

Y d u a r e hereby authorized and d m c t e d to d ~ s b u r s e the proceeds

Bate: December 15, 2005

--

of the loan which you a r e making to the undersigned In the fvl~owirly

CHECK NUMBER

manner,
lSSLJE CASHIER'S CHECK PAYABLE TO THE ORDER OF:

CREDIT ACCOlJNT SHOWN BEL OW: NAME ACCOUNT NUMBER

.--PAY FXISTING COMMERCIAL & COLLATERAL OBLIGATION(S)

h

OTHER (WIRE TRANSFER, INTER-DEPARTMENT TRANSFER)

ADDITIONAL ADVANCES, IF ANY, MAY BE DISBURSED TO ANY NATIONAL CITY ACCOUNT IN THE NAME OF THE BORROWER UPON REQUEST OF THE UhIDEKSIGNED, NOT TO EXCEED TOTAL APPROVAUNOTE.

BORROWER'S SIG

TOTAL DISBURSED (TODAY) TOTAL APPROVAU NOTE

$ 25,000.00

BORROWER'S SIGNATURE

DATE

BUSINESS PURPOSE STATEMENT

If lean is to individual(s) or proprietorship and if for business purposes, Borrower@) signafura(s) required stating loan purpose (use non truth in lending note form).

LOAN IS F'OR BUSINESS PURPOSES

--

ROFIROWER'S SIGNAT( IRE

DAIE

National City,

Time Note - Consumer

Ohio

Address

.-

2025 N Rlaewny Road

Taeson, A 85712 Z

2.

DEFINITIONS AND GL'NERAI. TERMS. "You" or "your" means the undenigncd Debtoi(r) ''We," "our" at "ur" n~cvnsNat~onalCity Bank. 'Wli I itrc:., Clrvclawi, ijhio ,441 14, and its successors and asslgm 'Wotc" mcanr this consumer t u x nutc "Loan" mcans thc loan cvid.ericcd by t h j ~ Note. "Property" means the statcmcnt ~ont.lmcd ~nSection 6 poperly SCiUvng LIE payment of thts Note described in S x l m 4. "D~sclorurcStatement" mcans thefeden1 Trulh-ln-Lendingduclo~urc .. . . .. - . . . . -. . ofi'n~s Note ' . TERMS OF RSPAYMENT. On or beforc December 15, 2006. FOR VALIJE RECEIVED, yaojomtly and revcrnlly promlrc to pay lo o u ~ older the pr~nclpalsum of $Z&OOUZ, w h ~ H mrludcr a prepaid finance cbVge of $0 00. togelher wlih merest on the outstand~ngpr~nc~p~land other sums owcd un&r l h ~ Note computed 81 sum s ( i e l ~ r one) l

3.

- 4.

DESCl<IPTION O F THE PROPERTY (If thm Natc IS nt a vanable rate wxth I term grentcr than one yen,, the Property cnnnat be Debtor's prnnc8ll.~l dwellmg ) Pdlwi poituon on 2025 N Rldgnvay Road, rucson, A2 85715 . h e n on ZOOS Mytmdl T ~ ~ s o and a 2003 Toyola CTR n, LOAN USE You ~rprescntlo or that the proceeds of t h s h v n are to be used a. follow (rtatc purpose, and ~fgoods or rerwcer a m to 6c purchased. so state giving the name and addless of scllcr) Personnl Use

e 71495% -Your payment schedr~ie he wdl Number ofPayrnents

$1,81250

625,000 00

$26,812 50

Amount ofPayments $453 12 e F25,453 12 c

When Paymen& ale Dile

1 Quarterly, Begtnmng March 15, 2006 I Deeember 15,2006

'

(i Thc Annual Pcrccntngc Ratc may Incrcnsc during thc tcrm of thts Notc if the vanable rate s c l ~ t c d e. thc Prmc Rate refelred to in thls Note) mcrcases The maximrm interest rate will not exceed 25%. Any Increase will tske the form of higher payment amounts. For example, if your loan was $1 0.000 00 at a n t e ol' 10% with a qua~nrly interest payment of $250.00 and theratc increased to Il%, your regular qualferly interest paymenti would Increase in $275 00.

You may obtain Piopeny msurance or furnish emsting Properly lnrurance from a n y o ~ ~ e want that you to do busmess, or is an eligible surplus liner cankc, m the slate where the Prtiperly IS located

IS

acccplable to us. piovtdcd that the mruw 1 aurhorircd s

U

mil 2025 Seearity: You are giving a secunty interest in the Pt.opcrty, in all dcposll accounts you have or at any tlmc may have wzlh us and our a'lil~etcs. Rldgcway Road. Tucson. A 2 85715. Lien on 2005 Hyund~Tu~ucson,and 2003 Toyota CTR , In any case, collafenl securing other loam with us may also secure this b a n . Flling Fees: (fees to Public Officials): $ NIA Late Charge: If a payment is late, you will be charged 10% of the payment then due or S40.00, wh~chevelIS greater. Prepayment: Ifyou pay ofiearly, you will not have to pay a penalw. You will not be entitic4 lo a refund of the prepa~dfinance chalge. Asramption: Someone buying the Pmpeny securing this Loan cannot assume the rcma~ndcl- the b a n on the onginal terms. of Rcqnired Deposit: The Annual Pcmentage Rate does not take lnto account yourrcquir.ed dcposit. <' e -- means estlmate "nu". means not applicable. Sceyow eonlmcl rlocumenlsjbi. m y nrld~lionnlmnJoimMion nboef nonpnymenl, de/null, m y requrred repnymenr mfuN b&c [he r c h c d u l d dolt. nnd

prepnynlenl re/unds lsnndpennllier.

Itemization o f t h e Amount Financed: Amoun! paid to you o! on youi behalf

$ 25.000.00Amonntgiven to you d ~ e c t l y %.--Amount paid on your account

Amount paid to othcrs on y a w bcl~nlf: (We may be retaining a ponion of this amount). 3: -Fees to Public Ofticmls S Appmisnl $-Title Examination Fee to b . Ploperty lleporl to $ Flood Hazard Dctcim~nstmnto $ Othct (describe)

Pt.epnirl Finance Charge:

--

SIGNATURES YOU, INTENDING 10 BE LEGALLY BOUND, HAVE READ AND AGREE TO ALL PROVISIONS OF THIS NOTE. INCLUDING THOSE ON PAGES 2 AND 3 HEREOF WHICH ARE INCORPORATED HEREIN BY REFERENCE. (1) DO NOT SIGN THIS NOTF BEFORE YOU READ IT OR IF IT ( ONTAINS ANY EILANK SPACFS TO BE FILLED m (,)YOU ARE ~ ~ ED n An TO COMPLETELY FILLFD-IN COPY OF THIS NOTE BEFORE Y O U SIGN IT BY SIGNING THIS NOTE. YOU ACKNOWLEDGE THAT YOIJ HAVF RECEIVED AND HAD AN OPPORTUNITYTO REVIEW A COMPI ETED COPY or TI^ ENTIRhNOTE B E F O N SIONlNG IT ON THE DATF ABOVI:

8 . V4RIAULE RATE OPTION. Ih tlhcs Note. the term "Prime Ratc" mcanr the flimtuatmg pmannum rate of interest that is publirhed ni the p i m e rnte tn the Money R?te Tables 01 T l w U'nN Sircer J o r r r r d and is not neccssanly the lowcstnre of inlcresf then,kailablc from us on vamhle rate loans. If you sclr.cled a var~able mtc. each c m g e in the Pnmc Rate shall mtomatically and mrnediatelychan~c,without naucc, tile rate thereafter applcablc Ib 1111s Norc However, ~n n o cvcnl shall t h ~ s Nolc bwr

'

. ,

.,

,.

taterest at a rate greater than 25% per annum In the event thF i n d U wed tddetermme your vnrmblr rate ceases to bc nva$lable.we may substmte anoilier conlparable mdex. We will advise yo,! of the new indcn. I)ISBURSEIMENT O F PROCEEDS We art author~zed dsburse the proceeds o f t h Loan as md~catcd the ltem~zat~on the Arrout~tFmsnced of the Dmlosurc to ~ 13 of Statemenl I N S U R A N C E AGREEMENT. You arc rcqulrrd to insurc the Propcity until this Loan IS pald ~n full or we sell the Property You have the risk of loss o f the Propcrty k d w i l l be respanriblc for ill loss or damage. You agrcc to ~ b t a i n primnr)! inruranccroversgc or furnish existing i n s u l a n ~ e frem "myone you waul thal is neccptable to us (provided that the insrlrcr is author@ed.to do business, o r is an eligiblesurplus lines carriar, i n the s t a t e r h e r e thc Property is tiflcd) is the following typcs ant1 n m o ~ l n t swith 13s listed ns loss payee: (a) if the Property is other than real property or a manufactured home, msurance must coos~stof thctl, collcslon w d . camprchcnsive, with no more than $1,000 deductibit. If the Propcity is watercraft. tnsuiancc must addroonally d u d e water and weati~erioodt!ms coverag atiir m t nmtr than 11,000 deductible; (b) if th! Property rr real property or s manufactured home, insurance must consist o f ti=. ''nil usk" ocrlls a i d I l m d rniumnuv r q w r u h\ law: ( c ) all othc! ~nsumnce required b y applicable law; and (d) tnp m s u m c c if thc Propel.ty 1s or w ~ lbc rransport~d the hlghway All r n r u m c e muhi hc lor na .mounl l on at least equal to the outstanding mdebtedncss o f t h ~ sNofc or the leplaccmcnr cost o f the Property, whlchcvcr Icss. unless the Propcny I S real male. III i v h ~ i h cclrr )WI <nust keep the Property fully insured againrt.lossoi d p a g e on term5 that are acceptable to nr to the extent peinptted hy law Yor! will n o t ~ fer promptly o f i i i ~ )lo,\. i l r j d a m g c to. or confiscation or theft of the Pmpcrty A l l insursncc proceeds we receive (including a refund ofpnmtum) may at our optlon reduce the mdebtedness oflhls 3 o t e or be used to rcpnir or replace the PropcrQ even ~ f y o u not in default Ifthe Property Is lost, stolen or destroyed, you mu9 :Ill1 pay us wllatevcr you owe under this arc luote. If you h l 10 maintam the required Insurance, we may at our sole option obtain coverap a your exptmc that ws believe is necessary to p r o w l o w mtercra in thc ! !?roperty. You o g r e R, pay thc cxpenrc of such insurance on dcmand or agree that we may add suchexpenre lo this Loan You ackno*ledge that tnsurancc we purchase may cost substsntially more than inmrmce you could purchase Failure of your insurer to pay a clam, or any pan of a claim, will mean you do not havc the Insurance requmd b y this Note You also ascign to us any other insurance proceeds related to the Notc or our interest i n thc Propcrty You must promptly providc us wnh cwdencc of Insurance upon our request, and all pohcies must provide us w ~ t h mimmum o f 30 days' prior wrmn notice of cancellal8on or material change ~n covcrngc Our a rilalling address far purposes o f this Section is' National City Bank. 23000 Mdlcrcck Blvd., Locator #01-7520, Highland Hdls. Ohm 44122 Yotl irrcvocably authorize a s as your agent and an behalf, which authorization w i l l survlve youi incompctcncc, to negotlatt, settlc and release any claim m d c r your Innlrancc or under any check;, drafls ond other Insurance with n t l w d party insurer related to the Properly, and to receive and sign all related papen and documents on your b h l f ~ n c l u d i n g , i t m r navablc to vou. You authorize us to release to thisd uartics any i n f o r m a t m ncccssarv to monitor thc status o f msurancc on your Prooerrv. and to ect the Insurance OTllCRS I T dcrcr&d m t h c * ~ o t e NO P H Y S I C A L D A M A G E OR L I A B I L I T Y INSURANCE FOR B O D I L Y I N J U R Y O R PROPERTY D A M A G C I N C 1 U D E D I N T H I S LOAFI

~6

P R E P A Y M E N T You may prepay the pxinc~pal u m o f thn Note ~n whole Drln p u t at any r m e or from nmc to l m e w>thoutpenalty r L 4 T F C H A R G L Ifyou ale more than ten (lo) days late in prylng any payment due undc~this Note and we do not reqiwc tmmed~atepayment Ofthc whole amount is uutstandmg hmondei, you aglee to pdy us a late charge o f ten percent (10%) ofthe payment then due or $40 00, wh~chcvcr greater

IIP r U R N C H E C K CRARGE, SERVICE C H A R G L S You wdl pay S j 5 00 For each return of a dnhonorcd check, negormblo ordcr ofw~lhdrawal, sharc drafl lssued or sole d~sctctmn,peinilt you to defer sny payment(s) you agrcc to pay a deferral charge for cach payment defeired We will conunuc to cnrn mtercst on bv you If we, In o u ~ llrt unpnld p r m c i p ~bvlsnce o f thts Notc If you request c o p m of any documents related to th$ Loan, you agree to pay a document request charge of $6 per copy tor thc l srrwce o f p ~ o v t d l n you copies We w d l not charge you for docurncnk we arc requtied to provde you by law You agrec thal w r ako may charge you a fee, not othcrwm g enumerated herern for rervices we perform for yau that you h w c requested
S E C U R I T Y AGREEMENT. You grant us a securlty mtcrcrt, and wewe all appllcabie property cxcmptms and homestead rbghls I" the Property (including wllhuill and uneamed prernumr of insurance covermg tllc Property) and ~n all depos~l nccounrr you have or at any t m c may I h w ~ hmttatmn, any acccsslons and all loss pro~eedr wlth us and our affilmes, to securc the payment of any amounts owed undcr this Note, and (except for the Propcrty ~f Propcrty IS you, prmc~pal the residence) all othcr lndcbtedncrs you havc or at any t m c may havc with us and our aftil!ates However, d we now havc any earher hen on your prlnclpal res~dcnce sectlrtly lor Iurore a alhgai~ons. Bank waves such recunty as to t h s Note only Our security mterest will be a purchase money s e c u ~ ~interest i n the forcga~ng ty porchmd w ~ t h PloLLed, thr respectlo our security merest Upon our rcqucst you w ~ ldelwer the ccrt~ficate f title or any other documents l o of thls Loan You agree that we are not a fiduciary w ~ t h that arc necessary for us to peifecl oul rccurlty Interest or, LCappltcablc follow our instructions to perfect our securtty mterest lo the Properly You will defend at your expense ou! security mterest m the Propelty You aglee to pay all actual carts mposcd to release o w interest ~nthe Pkoperty
. . . .

. . .

. -

D E F A U L T . You will be in dcfault under this Notc if (a) you fail to meke any payment or fail to pay any o t l m amount or charge owtng under this Note when die. (b) you fail to keep any of your agreements under this Note 01.under any othcr agrecmcnt with us or our aftilrdcs, (c) a bankruptcy pctflion is filed by o agatnrt you. (d) you r havc provided falsc or misleading ~mformatlonto us; (e) you d,c or are declared incompetent or incapaeitatcd. (0 the Properly or any other propeltyin which we or our affdiatcs posses a security interest is lost, stolen, destroyed, dctelmined b y us to be untnsurablc for use, seized, impounded or threatened wlth, or subject to, levy. nttwhment, condemnation, folfellurc or othci adminishativc orjudiclal procccdings; (g) ajudgmcnt is rcndcrcd against you in a court or ilrbitial~on proceeding, or (h) you do not pay any of your dcba as they comc duo. If you a x in default, i n addmon to gny other rights and remedies we have undcr law and subject to any nglit you may hitye to cure your default, wc may do any of the following: (aa) accclcratc the sntire balancc owing under this Notc without demand or not~cc,unless otherw8se reqwrcd by la8 which entile balance w i l l be immediately due and payable. You w i l l pay us interest on this balance at the rate set forth tn t l m Notc ~ncludtng afler dcfnuit and a c c o l c ~ n l ~ w Howvcr, if we obtain n judgment agalnrt you for any amounts awing under this Note. the amount o f such )udgmcnt wdl hear merest a! a late at 25% pc! sonuoi tmor ihc dale ofjudgment, (bb) demand that you vacatc and assemble the Property and make it available to us at a tlme and place designated hy or that ts rensonahly coavcn~unl Yon agree to comply with such demand; (cc) repossess the Property w!thout dcmvnd or notice. unlcrs othcnvisc rcqu~red lilw We may enter the premtsrs uherr Ihc by Property 1 located (~ncludmg marina, manuf#ctured home community or other leaned Imd) and reporxrr the Property u,ithout o breach of the pease. We may urc the s n Ptopsrly's license plater to transport the PrapcrQ to a storage facility.' Thereafter, wc may sell, lease, or othenv~sedispose o f the Properly Our dtsporsl o f Ihc Propcrty u,,Il not release you f m m any o f your obl~gationr,and you wall pay us any balancc awmg under thts Notc, (dd) recover all cxpcnres rclated to rctatmg, holding. preparing for %aleand selling thc Property and reasonable collection costs, attorneys' fees and legal cxpcnres as peimittcd by I I U.S C. 506 and ;pplicuble slntc law. (ec) setoll'any of your deposit accouna with us or our affiliates (exccpt i n d i v t d d retucmcnt uccountr) w ~ t h o udemand or nof,ce; and l to use electromc means to exercsc our nghtr. i r i the Plopcny. If you ale m default under this Natc, you irrevocabiy authorize ur as your agent and on your behalf, w l m h author~rst~on rurvlve your ~ncompetence. will to execute any and all docummtat~or~ necessary to npossess o dispose o f the Propelty, zncludtng the execution o f any docwmena necessary to tranrfcr ownershtp ofllle r p10pcrty.

(m

PROPERTY M A I N T E N A N C E A N D USE. You w l l l kcep the Property properly licensed and regtrtercd at all tlmcs until thas Loan I S p e ~ d full You mu?! tltlc iund ~n register the Property within 15'dayr of this Notc at your cost and, i f applicable, havc our lien properly noted on Ihc Properly's t ~ r l r I the Propcity Ir wateicritll \ w i w l l 1 only use i t as a recreational vessel andwbll follow our wnnen instructions regarding reg~rtrat~on the C o a l Guard, lrthe hapurly 1s it n w w i i w t u ~ c d m u i d I* mil ,t with h fixture or real properly owned b y you at the tune you execute thisNote, you will not surrender or Inaclll.aD the tftle or reglstratlon or lahu W Y a i l m tu ~ n i t b l c inn\ r i i h Property to be taxed as real properly w!thout our prior consent. You will promptly pay all fees, fines. tfckcts, expenses. park or la1 rent. asscssmrna and tnxm rclalud lo this Loan and the Property. When wcark f a it, you pmmptly will provide us w t h pmaf that all taxcs assessed agalnsl the Property have been p a d and. 11 the Prrqxrli I\ a manufactured home and is not located on real property owned by you, that all park or lot rent (and any othcr rclatcd charges) due have been paid You will mamtam C II Property in good condition cxccpt'for ordinaiy wear and tcar, and kcep i t frce from all liens, cncumbraaccr, finer and advcnc clabmr. except for those permitted by us ~n wr~ling.Y o u w i l l sewlee the Propel'ty at your ovm expense, follow thr owei'a manual and maintenance schedule and make all ncedcd repain. You will not makc any changes t n the Property lhat will dccrcase its value, decrease IU functionality or (if the Property is not real property) allow 11to become a tixture w~thout prlor wrmcn our consent. Ifthe P~opeliyis a manufactured lmmc and is not a fixture or real property owned by you at the t m e you cxccule lhls Note, you wlll not allow 11to become car ui - : ? affixed to ocmancnt maronl-v 01. eonrretr.. nr a foetiva or fclmdrtinn w ~ t h o ~ 5 csnsont. 2nd uca will x o r ~ d c i , I a canr d a o r lease 01 tenla1 aerccmenl brtwssn

and dcmand smmed~alercpaymcnt o f any costs thereof, add the costs to this Loan or require yo!, to pmvids us w ~ t h add~tlonalcollnlcral If wc may do so at our sole opt~on the Property has an odometer you agree to ccrtify to us i n wntmg the accuratc odometer reading upon our requcst, to immedbatcly notify us if the odomctcr mnlfunctions and lo h a w the defectwe odometer rcpnirrd or nplacod at your expense You will not usc, or permit others io nsc, the Properly (a) ~nwolation o f m y law. (b) contrary lo the provisions o f any insumncc pollcics covering thc Plaperty or In a manner that would invnhdate any wamnty; (c) outsjde [lie U n m d States wtthoul our prwr xrtttun consent. (d) outsldc the state whcic k t titled or ngrstered (or from the location given i n Section 4 or In your sppl~cat~onit IS watcicratt or s manufactured lhimul l i i r ~f m " r than 30 days without our prior written consent. If we consent to such use o f the Properly, you well pay for all fees and costs ~ssoclatcd wlth said use including nll Lcr fo- new title, license, r e g ~ t n t i o n ~rqllirements, perfection o f our security interest and a $20 administratmn fcc where permllted by Inw. ( e ) ns a prlvatc or puhlrc curler You w i l l not rcnt the Property to anyone without our prior wnttcn consent; (0 for any business, commercml or agnculturnl purpose unless this Loan 1 expltcltly for such a s ponosc, ar (g) unless such others wcrc listed on your Loan application as a drivcr, or, ifthe Propcny is a manufmturcd home, are insureds undcr your insurance policy for the Property or we consent to their use ~n w i t ~ n g . P R O P E R T Y CONDITION. You agm, that with respect to any Property. (a) 11 is fret from all material defccts. In proper operating order and fit for all mlended purposes; (h) that our making this Loan was based i n part upon the value and condition ofsuch Propcrty as rcp!csentcd by you. (c) we dld nor drcclly or mdlrectly otkr. jell or provide such Property to you. and (c) we are not a seller, suppiier, merchant or warrantor. Accordinglyl any claims relating to t l ~ c Property, including any defect or w n r m n t y rslnted to it, are not our rerpanribility. O T H I R PROVISIONS You agree that (a) you may not sell or a r r ~ g n Note, the Properly or any of ~ll fhlr benefits or obl~gat~ons w~rhout prlor wr~ttcn oul conseal We ma) n w g n thxs Notc ot any o f I& bcncfits or obhgat~onsat any time w>thout your consent, @) thls Note 1s between you pnd us and exccpt tor Succcrsorr or assigns (15 prowded b y thtsNote t h s Note wlll not confer any nghts upon any tlmrd party, (c) our rlghts nnd remed~esIn th~s Note are not enclus~vc id) lhc provlsw>$al I ~ I P Nolr

,
'

Any part of Uiis Note that cannot be enforced w ~ l bc vmd. btlt t l x remvll,,ng parts a,,li rcninln In cllrcl. i c l t o o > + l l ~ v l , l rotlce o f dlshonor, protest, presentment, demand for payment (subject to any right you may have to cure yow deln~ill). wslvcr. delay nitd all oiher nollcc< or dcnlanilq I n connection wlth t h n Narc, (0 you waive all defcnscs relatlng to zmpazrment o f r e c o m e or coliatcrsl, and wc can change ally term of thjr Note, rcicnrc nny collil,eral or I :lease any obligor by agreeing with any onc p n q without not~fying releasing any othcr party; (g) we can correct crrors ~n thls Notc as piov~ded I 5 U S C 1640 upon or In tnotice to you even i f such a r o n are conuact !elms, and you agree to be bound by such corrcctrons. Upon our rcqwst, you will promptly m cxcci~tc h ~ s t Not? to correct for to crrors in Ulis Note. You can changc any term of this Note only m a writing signed by us, (h) your applicat~on this Loan, our dccls~on make this Loan. tho maktnt o l !his Loan, and the disbursement of all procecds werc made i n Ohio. The provisions of t h n Note wzll be govcrned by (I) federal laws and reguiatlons and (11) the laws o l Chi0 to the extent Ohio laws are not preempted b y federal l a w or regulatlbns and without regard to conflict of law pnncipies; (i) t l m Notc describes all agreements ittween you and us with m p e c t to the Loan and there qrc no other agreements, (i) except as othlnv~serequ~rcdby law. we arc authorized to mall any notlcc or othcr oo natlcc o f any chsnoc ~n cnn.espondtnce to you by h t class nraii to your iast known address ~ndicatcd our mcords; (k) you will provide us with 10 days' p m r wr~tlcn auy mformvtton contamed in your applicahon including n chsngc m your name, address or lbcation of thc Property. Esccpt a othcnvtsc spcc~ticd.illi not~cesnlld s payrnrnts to us must be sent to Nat~onai City Bank, 23000 M l l l c r ~ e k Blvd., Locatar#01-7520. H~ghland Hills. Ohio 44122. or sad? othcr place as we owy deri:_naw 01,r fallure or delay ~nproviding you coupon books, b ~ i i i n g rtatcmcnts or othcr paymcnt lnstrudlo& wlil no1 rclicvc yokl of your obitgal~onrh~ndci 1hl.i Notc i l l ,111p . > \ i n i . o ~ ~ must h e m lawful money of the United States; (m) i f you are a o m m i porron you a competent to cnlcr mto thlr Notc and i l roil arc ulhrr ~lliu,,I r n i w r . ~ l ~ ~ , . r r ~ ~ u n jlil person signing on behalf o f y o u rcpruents that (s)he is authorized lo enter mto and cxccutc thls Note. (n) wc will ID^ he m p c i n s t h l ~tur iw p ~ r ~ m i~t u n ,III , # I ,t,i l repassessed Property includmg any license plates. Wc will makc a rcusonablc cffon to return such ltcms to you or lhave you rrciiunl them i n m (15 piovidctl 1 1 1 1 111 111\ within 5 busmess days of the reposscrslon and i t e m m such Items. Even IF you nntily us, you abandon la us any personal llems nor reclalmcd limn us wnhin ili btwocw days o f thc rcpossessron. ( 0 ) wc may waive or delay enforcing m y o f our nghu undcr t h ~ s Notc wvthout los~ng oti~enwreatfcctmg such nghts We may ncccpl l s l r or payments or partla1 payments without lasing any of our rights: If your payment e marked wlth the words "Paad In Full" or other stmilar langungc, you must rend your paymcnl to National City Bank, 23000 Millcreek Blvd., lacator #Dl-7520. Highland Hills, Ohio 44122. l f y o w paymcnt 8s rent to any othcr addrwr, wc may accept the paymcnt wlthour losing any of our rights; (p) our application afybur payments or athcr procecds is reasonable unless another method 1s rcquircd by low, In which case that method is reasonable; (q) this Note w i l l be binding and inure to the benefit o f you and us and our respectwe successors nnd asslgns. (r) you walvc any rlghts to confidcntialityand authorizeus to obtain any information about you held by the bureau ofmotar vehlclw oisimtlar cnt~ty; (s)ereept as otherwise prohibited by law. we may provide to others, including, b u t not limitcd to, consumer credit rcporfing agmcies, informntion about o u r trnnmctions and experiences w i t h you. Also, wc nnd our afliliptcs (collcetively YNztianal City") mny share with cmch other all information i bout you t h a t Nntional City has or may obtain lor the purposes. among other things, of evalunting credit applieationr o r offering you products or services that National C i t y believes may be o f intercrl to you. Under the Fnir Credit Reporting A c t there is eertnin credit information that cannot be shared about you (unless yo11 are a business) i f you tell Nntional C i t y by w i l i n g to National City Corporation, Attention: Omee of Conmmer Privacy, P.O. Box 4068. Kalnmrzoo. MI 49009. You musf include your nnme, nddrcr.*. RCrol8nl number nnd soeinl security number; (1) i f t h i s Loan is not for s mnnumcr purporcsor you are not a natural pcrson, you are not cnt~tledto any r~ghts atforded wnrulnrl\ vndcr applicnblc law oi reghtions. D~sclosurcs includcd m this Notc but not rcquircd by law are not an admss~ono i waver al'rlghts by us. (u) inll ilcllon, w d c r 1111, Note requiring our consent are at our sole d~scretion,and ruch cansent may be wilhhcld for any reason. (v) our typewrkrlen name in Scct~oli wlll cnnslllute our signalule 2 for purposes of U~is Note, (w) we have nn estabhshed busmess rclatlonshlp with you, and unless othcwisc prohibtted by law. National City may conlac1 you lo o l k r you products and scw,ces that National C<tyb c l m mny be o f Werest to you. Snch contacts art not unsolmted. and Natlonal Cny may contact you by lelcpilona and with an ~ ~ sutomvtcd dialing and announcing device or b y fax at any tclcphone number you have gwm to us, mcluding the tclcphonc numbcr on your appl~cat~on, by emall or or other form ofeleeuonic camrnun~cstionand wc may momtor telephone calls with you to assure j ~ i a h t yservice; (x) all amitmu owed undcr thts Note shall be w~thout relief from valuation and sppraisemcnt laws; (y) wr, may retain this Notc i n an elecuonic or optically imaged form If wc do so, such clectron~callyor opt~callyImaged Cam, if dalgnated as the anginal b y us, shall constitute tht original o f this Note and may be relied on i n full b y all pantcr to the samc cxtcnt as though 11were the ' nllginal; and (z) i n this Notc the term "afIiliates" mems the current and future affihates ofNational City Bank, including, but not limited to. the following National Ctty Corpontion subsidmrier: National City Bank o f Pennsylvania, National City Bank of thc Midwest. Nat~onalC i t y Bank o f Indrana, Natlonal City Bank of Southcrn Indiana. National City Home Loan Setviccs, Ine.. National City Bank o f Kentucky, Madison Bank and Tlusf Company, F i s t Franklr Financial Corporation. Nat~onal City Mnrtgvge Co .and National City Mortgage Senices Co.

zre only fa the extent pcrmltted by appl~cablc law

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NOTICE. Forpurposes of the lmmedlatcly follow~ng Notlce lo Co~lgner. "bank.. mcans us

NOTICE TO COSIGNER

YOU31e being oskrd l a p t w a n t c e this d e b t T h i n k c a r d u l l y before you do. I f the borrower doesn't pay t1a6debt, you will lh~avc to. Be swc you can n f i o r d to psy i f

you bavc to. and thnt you want to neecpt this responsibility. You may have to pay u p to the full amount of the debt ~ l t h borrower docs not pay. You mny nlsa lhave c ro pny htc fces or collection costs, which iecrea$s thiS n m b u n t The b a n t can collect this debt f r o m yon without first trying l o collect from the borrower. The banh I can use the samc collection methods ngainst you that c m be used against the borrower, ruch as suing yon, garnishing yonr wnger (tlnless you receive wngcs i n N o r t h I Carolina, Pennsylvnnio, South Cnrolinn o r Tcxnr ar where otherwird prohibited by law), ete. I f this debt is ever i n delault, that fact may become a p a r t o f your t r e i i i t . . record. T h i s notice i r not thc contract that mnker yott liable for the debt. You acknowledge receipt of this Notice p r i o r to becoming obllgnted.

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12/14/05

17:54 FAX 1216839,2881

NCB CHAGRIN PCG

@i003

Request for Taxpayer

Identification Number and

(Res J~wary 2C-W Oepemnl ~IlheTraesury

Give mto the requester, Do not

P r t

It---Name

Healher E. Martel

lndividuall

Business name, If different from above.

I--Cbe*
'

-appropriate box

Sge proptietor
U M ~ S

Carporation

a Partnership

b m p t fmn backup
withholding

Other
'

Address (number, skeet, and apt or suite no.)

2~

d. ~

RequesWs pame and address ( o p t i ~ a g

D .' f b f r
-

City, State, and ZIP code

Fh4&7@,A 2
List acodunt number\~) here (optional)
on pap.
2.

8600 I
'3
--

1
Taxpayer ldentification Number jTiN)

Part I --

Enter your TIN in the appmpn'ate bok For individuals, this is your social security number (SSN). However, for resident alien, sold proprlebor, or disregarded entity,see #le Part 1instrudlons on page 3 For other . it is your employer identification number (EIN). If you do not have a number, see How TO Get TIN on NO%: athe account is i m?re man m e name, see me &art on pege 2 fwguidehes on d o s e nu@ n to entm

-ll Part
1,

) Employer IdentifiwljonNumber

CertiFication

lJnder penalties of perjury. Ic e w that: The number shown on this form is m correct taxpayer identificationnumber (or 1 am waiting for a number to be issued to me), and y 1 am not subject to back up withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the htel'nal Revenue Service (IRS) that Iam subject to backup withholding as a result of a failure to repori all interest or dividends, or (c) the IRS has notified me that Iam no longer subject to backup withholding, and 3. 1 am a U S persona (including a US. resident alien).
2.

Certlflcation lnstnrctions - You must cmss out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to repoh all interest and diiidends on your m return. For real estate trawactlons, item 2 does not apply. For mortgage interest paid, acquisifion or abandonment of secured property, cancellation of debt, contributions to an individual retirement rest and dividends, you are not required to sign the Certification, but you must

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for emmpie, income paid ta you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contfibub'ons you made to an IRA. US person. Use ~ o r m W-9 only if you are a US. person (including a resident alien), to provide your correct TIN to the person requesting ft (the rsqueder) and, when applicable. to: 7 . Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued),
2. Cerbfy that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a US. exempt payee. Foreign person. Note: If a requester gives you a fom other than F m VV-9 fo request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Foreign person. If you are a foreign penan, use the appropriate Form W-8 (seePub. 515, Withholding of Tax on Nonresident Aliens and Foreign EnUUes).

income. However, most tax treaties contain a provision known as a 'saving clause." Excepticns specified in the saving clause may permit an exemption from taw to continue for certain types of income even after the reuwient has otherwise became a U.S. resident alien for tax p ~ p s e b . If you are a US. resident alien who is relying on an exception contained In the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement that specifies the following ffve items: I The treaty country. Generally, this must be the same treaty . under which you claimed exemption from tax as a nonresident alien. 2 The treaty article addressing the Income. . 3. The artide number (or location) In the lax: treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies far the exemption from tax 5. Sufficient facts to j s the exemption from tax under the um f e r n of the treaty arlicle.
Form W-9 (Rev. 1-2003)
(Rw. WlIXU) DAOu31 CP

Cat No 10231X
5

Request for Taxpayer

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it is your employer identification number (EIN). If you do not have a number, ~ ~ @ H O WTIN on page 3. TOGet Note: I f fhe account is in mwe than one name, see the chart.on page 2 f r guiddlms on whose n~mbef-fo o enter.

OR
Employer Identification Number

Part ll Certification Under penalties of p sjury, I certify that 4 . The number shown on this form i my correct taxpayer Identificafionnumber (or I am waiting for a number to be issued to me), and s 2 1 am not subject to back up withholding because: (a) I am exempt from backup withholding, o r (b) 1 have not been notified by the ln~emal . Revenue Service (IRS) that I am subject to hackup withholding as a resllt of a failure to report all interest or dividends, or (c)the IRS has notified me that I am no longer subject to backup withholding, and 3a 1 a U.S.persona (induding a US. rsldent alien). Certification Instructions You must cross ollt item2 above ifyou have been notitied by the IRS that you are currently subject to backup withholding because you have failed to wport all inter$& and dividends on your tax return. For real estate transacijons, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, canci?llatian of debt, contributions to an individual retirement 3~ngeI??ent(IRA), and generally, payments other than interest and dividends, you are nct' required to sign the Certification, but you must provide your correct

--

Sign

Here

Signature of US. person

Date

17/1</=

Purpose of Form A person who is required to file an information return with the IRS, must obtain your correct faxpayer idsntlficatbn number (TIN) to reporf for example, income paid to you, real estate transactions, mortgage intarest you paid, acquisiflsn or abandonment of sewred property, cancellation of debt, or contributions you made to an IRA. U.S. peasm. Use Form W-9 only if you are a U S . person (including a resident alien], to provide your correct TIN to the o person requesting it (the requester) and, when applicable, t :
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not sub~ectto backup withholding, or 3. Claim exernptjon from backup withholding if you are a US.

Nonresident allen who becomes a resibe3t "alien.

a tax treaty to reduce or eliminate U.S.tax on certain types of

Generally. only a nonresident alien individual may use the terms ~f

.--. Foreign person. If you are a foreign person, webe appropriate Form W-8 (see Pub. 515, Withholding of %x on Nonresident Aliens and Foreign Entities).

sxemp payee. Foreign person Note: If a requester gives you a f m other than Form W-9 to rnqusst your TIN# you must use fhe requester's fo,m if it is substantially sirniiarto this Form W-9.

income. However, most tax treaties codain a provision known a s a "saving clause." Exceptions specifled in ihe saving clause may pennit an exemption from tax to continue for certain types of income even after tfre recipient has othewise become a U.S. resident alien for tax purposed. If you are a US. resident alien who is dying on an exception contained in the saving clause of a tax treaty to claim an exemption from US. tax on cedain types of income, you must attach a statement that specifies the following five items: 1. The treaty country. Genetally, this must be the same treaty under whlch you claimed exemption fmm tax a s a nonresident alien. 2. The treaty articie addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualities for the exemption from tax 5. Sufficient facts ta justify the exemption from t& under ths terms of the 'treaty article.
%

Cat No 10231X
~I-OEZ~LJJ (RW.WI
*.

Form W.9 (Rev. 14003

( ~ woat~ims) m e l t r , a

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-.

NCB CHAGRIN PCG

COMMERCIAL SECURITY AGREEMENT

Lades:
&tionrl City Bank
Cleveland Private Client Group 1900 E- % Street h

Borrower:

Kendall Tankadmy 2025 N. Ridgeway Road Tucson. AZ 85715

Kendall Tankersky Heather E. Marrrrl 2025 N. Ridgeway Road Tucsan. A2 85715

Cleveland, OH 44114

Grantor:

THIS COMMERCIAL SSEURiTY AGREEME$!' dated December 15, 2005, i made and executed among ~enda1l s Tanker~ley and Heather E. Martel ("Grantor"); Kendall Tankersley ("Borrower"); and National C / Bank ("Lender"). F

GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grantS t o Lender a secutit./ interest: In the Gallater$ to secure the Indebtedness and agrees that Lender shall have the Aghts stated In this Agreement with respect t o the Collateral, in addition t o all other rights which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateralw as used in this Agreement means the following described property in which Grantor is giving t o Lender a security interest for the payment of the lndeb~ednessand performance of all other obligations under the Note and this Agreement:

2005 Hyundi Tucson 4bSW (VIN KM8JM72815U175031)

In addition, the word "Collateral" also includes all the following:
(A) All accessions, attachments, accessories, replacements of and additions t o any o f the collateral described herein, whether added n o w or later.
( 6 ) All aroducts and produce of any o f the property described in this Collateral section.

(C) Ail accounts,

general intangibles, instruments, rents, monies, payments, and all other rights, aAsing out of

a sale, lease, consignment or other disposition of any of the property described in this Collateral section. (D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition o f any of the property described in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due t o judgment, settlement or other process.

(El All records and data relating to any of the property described in this Collateral section, whether i n the form o f a writing, photograph, microfilm, mgrofiche, or electronic media, together with all of Grantor's right title, and interest in and t o all computer software required to utilize, create, rnaintein, and process any such records or data on electronic media.
CROSS-COLLATERALIZATTON. In addition to the Note, this Agreement secures all obligations, debts and liabilities,
plus interest thereon, of Borrower to Lender, or any one or more of them, as we[( as all claims by Lender against Borrower or any one or more of them, whether n o w existing or hemafter arising, whether related or unrelated to h he purpose of the Note, whether voluntary or otherwise, whe.ther due or not due, direct or indirect, determined or

undetermined, absolute or contingenr, liquidated or unliquidated whether Borrower or Grantor may be liable individually or jointly with others, whether obligated as gllarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitan'ons, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

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NCR CEAGRIN PCG

003

Loan No: 94895

COMMERCIAL SECURITY AGREEMENT (Continued)

Page 2

BORROWER'S WAIVERS AND RESPQNSIBIL6TIES. Except as otherwise required under this Agreement or by applicable law. (A) Borrower agrees that Lender need riot tell Borrower about any action or inaction Lender takes in connection with this Agreement; (B) Borrower assumes the responsibility for being and keeping informed about the Collateral; and (C) Borrower waives spy defenses that may arise because of any action or inaction of Lender, including without limitation any failure of L q d e r t o realize upon the Collateral or any delay by Lender in realizing upon the Collateral; and Borrower agrees to remain liable under the Note no matter what action Lender takes or fails t o take under this Agreement. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement i executed at s Borrower's request and not at the request of Lender; (8) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a corltinuing basis information about Borrower's financial condition: and (Dl Lender has made no representation to Grantor about Borrower or Borrower's creditworthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or non-payment t o Borrower or Grantor, or any other party t o the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower, without first obtaining the consent of Grantor: (A) grant any extension of time for any payment, (B) grant any renewal, (C) permit any modification of payment terms or other terms, or (D) exchange or release any Collateral or other security. Nu such act or failure t o act shall affect Lender's rights against Grantor or the Collateral. GRANTOR'S BEPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect t o the Collateref, Grantor represents and promises t o Lender that:
Perfection of Secur-q Interest. Grantor agrees to take whatever actions are requested by Lender t o perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver t o Lender eny and all of the documents evidencing or constituting h e Co[rateral, and Grantor will note Lender's interest upon s any and all chattel paper and instruments if not delivered t o Lender for possession by Lender. Thk i a continuiog Security Agreement and will continue in effect even though $I or any part of the Indebtedness is pald in full and even though fur a periocbf time Borrower may nat be lndebted to Lender.
\s

Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time t o time) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business namels); (3) change in the authorized signer(s1; (4) change in Grantor's principal office address; (5) change in Grantor's principal residence; (6)conversion o f Grantor to a
new o r different type of business entity; or (7) change in any other aspem of Grantor rhat directly or indirectly relates t o any agreements between Grantor and Lender. No change in Grantor's name or principal residence will take effect until aRer Lender has received notice.

No Violation. The execution and delivery of this Agreement will not violate any law or agreement g0verning
Grantor or t o which Grantor is a party. Enforceability of Callateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined b y the Uniform Commercial Code, the Collsteral is enforceable in accordance w i t h its terms, is genuine. and fully complies with all applicable laws and fegulations concerning form, content and manner o f preparation and execution, and all persons appearing t o be obligated on the Collateral have authority and capacity t o contract and are in fact obligated as they appear to be on the Collateral. There shall be no seroffs or counterclaims against any of 'the Collateral, and no agreement shall have been made under which any deductions or discounts may be clait-ned concerning the Coliateral except those disclosed t o Lender in writing.

Location of the CollatertA Except for vehicles, and excspt otherwise in the ordinary course of Grantor's business, Grantor agrees t o keep the Collateral at Grantor's address shown above or at such other locations as are acceptable to Lender. If the Collateral i a vehicle, Grantor will keep the Collateral a t those addresses s except for routine trsvel. Upon Lender's request, Grantor wil! deliver t o Lender in form satisfactory to Lender a schedule o f real properties and Collateral locations relating to Grantor's operations, including without limitation the following: (I) real property ~ r h t o owns or is purchasing; (2) all real property Grantor is renting or all r leasing; (31 aR storage facilities Grantor owns, rents, leases, or uses; and (41 all otper properties where Collateral is or may be located.

n Removal of the Collateral. Except i the ordinaw course of Grantor's business, Grantor shall not remove the Collateral from its existing location without Lender's prior written consent. To the extent that the Collateral consists of vehicles, or other titled property, Grantor shell not take or permit any action which would require application for certificates of title for the vehicies outside the State of Arizona, without Lender's prior written

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COMMERCIAL SECURITY AGREEMENT (Continued)

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Page 3

consent. Grantor shall; whenever requested, advise Lender of the exact focation o f the Collateral. Except for inventory sold or accounts collected in the ordinary course Of Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer t o sell, ur otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral t o be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without: the prior written consent of Lender. This includes security interests even if junior in right t o the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall n o t be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other_disposition, Upon receipt, Grantor shall immediately deliver any such $ proceeds t o Lender. Title, Grantor represents and warrants to Lender that Grantor holds gaod and marketable 'title to t h e Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing S'iteXeN covering any of the Corlateral is on file in any public office other than those which reflect the security interest created b y this Agreement or t o which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.
Repairs and Maintmance. Grantor agrees to keep and maintain, and t o cause others to keep and maintain, the Collateral in good order, repair and condifion at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral.

Transactions l n v o l v i n ~Collateral.

'

Inspedon o f Collateral. Lender and Lender's designated representatives and agents shall bave the right at all reasonable times t o examine and inspect the Collateral wherever located.
Taxes, Assessments and Liens, Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or

upon any of the other Related Documents. Grantor may withhold any such payment or may elect t o contest any lien ifGrantor is in good faith conducting an appropriate proceeding t o contest the obligation t o pay and so long as Lender's interest in the Collateral is not jeopardized i n Lender's sole opinion. If the Collateral is subjected t o a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory t o Lender in an amount adequate t o provide for the discharge of the lien plus any interest, costs, attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the Collateral.+2lnany contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any such payment or may elect t o contest any iien if Grantor is in good faith conducting an appropriate proceeding t o contest the obligation t o pay and so long as Lender's interest in the Collateral is not jeopardized. Cornpllance with Governmental Requkements, Grantor shall camply promptly with all laws, ordinances, rules and regulations of all governmental authorities, n o w or hereafter in effect, applicable t o the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating t o the undue erosion of highly-erodible land or relating t o the conversion of wetlands for the production o f an agricultural product uf commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold c~mpliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.
Hazardous Substances, Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The reptesentations and warranties contained herein are based an Grantor's due diligence in investigating the Collateral for Hazardaus Substances. Grantor hereby ( I ) releases and waives any future cIairns against Lender fur indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees t o indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of-.the Indebtedness and the satisfaction of this Agreement.
2

12/14/05

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@ 005 I

COMMERCIAL SECURITY AGREEMENT

-Loan No: 94895

--

-.

[Continued)

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.--

Page 4
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Maintenance of ~&ua!ty Insurance. Grantor shall procure and maintain all iisks insurance, including without limitation fire, theft and liability coverage togerher with such other insurance as Lender may require with respect t o the Collateral, in form, amounts, coverages and basis reasonably ae~eptableo Lender and issued b y t a company or companies reasonably acceptable to Lender. Grantor, upon request df Lender, will deliver t o Lender from time t o time the policies or certificates of insurance in forrn satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least hit"@ (3q) days' prior w r i t t e ~ notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. I n connection with all policies covering assets in which Lender holds or is offered a security interest, Gi'antor will probide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time fails t o obtain or maintain any insurance as required under this Agreementa Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so cbooses "single interest insurance," which will cover only Lender's interest in the Collateral.

of Insurance Proceeds. Grantor shall promptly notify Lender o f any loss or damage to the Applldon Collateral, whether or not such casualR or loss is covered by insurance. Lender may make proof of loss if Grantor fails t o do so within fifteen (15)%ays of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held b y Lender as part of the Collateral. If Lender consents t o repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restorati~n. If Lender does not consent t o repair ot replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds t o pay all of the Indebtedness, and shall pay the balance t o Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums. which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender t o be sufficient to produce, a t l e a s fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required tp be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is n o t the agent of Grantor for payment of the insurance premiums required t o be paid by Grantor. The responsibiliw for the payment of premiums shall remain Grantor's sole responsibility.

Insurance Reports. Grantor, upon request of Lender, shall furnish t o Lender reports on each existing policy of insurance showing such information 8s Lender mey reasonably request including the following: (1) the name of tha insurer; (2) the risks insured; (3) rhe amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and t h e manner of determining that value; and (6) the expiration date of the policy.% addition, Grantor shell upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable. the cash value or replacement cost of the Csl[ateral. Financing Statements. Grantor authorizes Lender t o file a UCC financing statement, or alternatively, a copy of this Agreement t o perfecx Lender's security interest. A.t Lender's request, Grantor additionally agrees t o sign all o t f w documents that are necessary to perfect, protect, and continue Lender's security intetest in the Property, Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law t o pay such fees and costs. Grantor irrevocably appoints Lender t o execute documents necessary t o transfer title if there is a default, Lender may file a copy of this Agreement as a financing statement. If Grantor changes Grantor's name or address, or the name or address of any person granting a security i n t e r e s under' this Agreement changes, Grantor will promptly notify the Lender of such change.

GRANTOR'S RIGHT TO POSSESSION. Until default, G r a ~ ~ t amay have possession of the tangible personal r property and beneficla1 use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, pfovided that Grantar's right to possession a.nd beneficial use shall not apply t O any collateral where possession of the Collateral by Lender is required by law t o perfect Lender's security interest in such Collateral. If Landet at any time has possession o f any Collateral, whether before or after an Event of Default, Lender shall be deemed t o have exercised reasonable care in the custody afid preservation of the

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NCB CHAGRIN PCG

Loan No: 94895

. -

-----Collateral if Lender takes such action far that purpose as Grantor shall request or as Lender, in Lender's S O discretian, shall deem appropriate under tRe circumstances, but failure to honor any request by Grantor shall n o t of itself be deemed t o be a failure t o exercise reasonable care, Lender shall not be required to take any steps necessary t o preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any seclrriry interest given t o secure the Indebtedness.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited t o Grantor's failure t o discharge or pay when due any amounts Grantor i s required t o discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall net be obligated to) take any action that Lender deems appropriate, t o the extent permitted by applicable law, including but nat limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or place& o n the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expend'iures incurred or paid by Leildei k r such purpses k !I then bear interest at 'ftte rate ?i ! charged under the Note from the date incurred or paid by Lender to rhe date of repayment by Grantor. All such expenses will become a part o f the lndebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable w i t h any installment payments t o become due during either (1) the term of any applicable insurance poticy; or ( 2 ) the remaining term of the Note; or (Cl be treated as a balloon payment which will be due and payable at the ~ o t e ' s maturity. The Agreement also will secure payment o f rhese amounts. Such right shall be i addition t o all other rights and remedies t o which n Lender may be entitled upon*Default and shall be exercisable by Lender t o the extent permitted by applicable law.

COMMERCIAL SECURITY AGREEMENT .-, (Continued) h

-

Page 5
~

DEFAULT. Each of the following shall consf&tute an Event of Default under this Agreement:
Paymen?Defauk. Borrower fails to make any payment when due under the Indebtedness.

Other Defaults. Borrower or Grantor fails t o comply with or t o perform any other term, obligation, covenant or condition containad in this Agreement or in any of the Related Documents or t o comply with or t o perform any term, obligation, covenant or condition cantained in any other agreement between Lender and Borrower or Grantor.

Fake Statements. Any warranty, representation or statement made or furnished t o Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter,
Defective Collateralization. This Agreement or any of t h e Related Documents ceases t o be in full force and effect (including failure o f any collateral document to create a valid and perfected security interest or lien) at any time and for any: reason.

Death or Insolvency. -The death of Borrower or Grantor, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws b y or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, b y any creditor o f Borrower or Grantor or b y any governrnsntal agency against any collateral securing the Indebtedness. This includes 8 garnishment of any of Borrower's or Grantor's accounts, inchding deposir accounts, with Lender. However. this Event of Default shall n o t apply ifthere is a good faith d?spute b y Borrower or Grantor as t o rhe validity or reasonableness of the claim which is the basis o f the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written - notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined b y Lender, in its sole discretion, as being an adequate reserve ' or bond for t h e dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantur, endorser, party of any af the lndebtedness or guarantor, endorser, surety, or 8cconlmodatisn surety. or glccomrnodatio~ party dies of becomes incompetent or (evokes or disputes tfle validity of, or liability under, any Guaranty of the Indebtedness.

Adverse Change. A material adverse change occurs in &orrawer's or Grantor's financial condition. or Lender of believes the prospect of payment or p e ~ o r m a n c e the lndebtedness is impaired.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter',

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Loan Na: 94895

COMMERCIAL SECURITY AGREEMENT (Continued)

Page 6

Lender shall have a the rights of a secured party under the Arizona uniform Commercial Cide. I n addition and R w i ~ h o u limitation, Lender may exercise any one or more of the following rights and remedies: t

Accelerate Indebtedness. Lender may d,e$lare the enti& Indebtedness, including any prepaymenr penalty which Borrower would be required to day, imdediately due and payable, without notice o f any kind to B y o w e r of
Grantor.

Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any
and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available t o Lender at a place t o be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods n o t covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor zfter repossession..

Sell the Collateral, Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or pr~ceeds thereof i n Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is o f a type customarily sold ofl a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place o f any public sale, or the time after which any private sale or any other disposition of the Collateral is t o be made. However, no notice need be provided to any person who, after Event o f Default occurs, enters into and authenticates an agreement waiving that person's right t o notification of sale, The requirements o f reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the disposition o f the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collaterel, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date o f expenditure until repaid.
Appoint Receiver. Lender shall have tha right to have a receiver appointed t o take possession of all or any Pan o f the Collateral, with the power t o $otect and preserve the Collateral, t o operate the Collateral preceding foreclosure or sale, and t o collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right t o the appointment of a receiver shall exist whether or n o t the apparent valua of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

Collect Revenues, Apply Accounts;. Lender, either itself or through a receiver, may collect the payments, rants, income, and revenues from rhe Collateral. Lender may a t any time in Lender's discretion transfer any C ~ l h r e r a l into Lender's o w n name or that of Lender's nominee and receive the payments, rents, income. and revenues therefrom and hold the same 3s security fm the Indebtedness or apply it t o payment of the Indebtedness in such order o f preference as Lender may determine. Insofar as the Collateral consists of account$, general intangibles. insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose o f mail addressed t o Grantor; change any address t o which mail and payments are t o be sent; and endorse notes, checks, drafts. money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. TO facilitate collection, Lender may notify account debtors and obligors on any Cpllateral to make peyments directly t o Lender.
Obtain Deficllency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment again= Borrower for any deficiency remaining o n the Indebtedness due t o Lender after application of dl amounts received from the exercise of the right: providad in this Agreement. Borrower shall be liable for a deficiency even i f the lransaction described in thi*subsection is a sale of accounts or chattel paper.
Other Rights and Remedies, Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Coda, as may be amended frum t h e t o time. In addition, Lender shall have and may exercise &ny or all other rights and remedies it may have available at law, in equity, or otherwise.

Uection of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and
may be exercised singularly or concurrently. Election b y Lender t o pursue any remedy shall not exclude pursuit

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. NCB CHAGRIN PCG

COMMERCIAL SECURITY AGREEMENT

Loan No: 94895

(Continued)

Page 7

of any other remedy, and an election to make expenditures or to take actio'n to perform an abligation of Grantor under this Agreement, after Grantor's failuri ta perform, shall nor affect Lender's right to declare a default and exercise its remedies.
'

FfNANGIAL INfORMATlON. Grantor will furnish to Lender, at Grantor's expense, promptly upon each request of Lender, such information i n writing regarding Grantor's financial condition, income taxes, properties, business operations, if any, and pension plans, if any, as Lender may from time to time reasonably request, prepared, in the case of financial information, in accordance with generally accepted accounting principles consistently applied and otlierwise in form and detail satisfactory to Lender.
SHARING INFORMATION. Grantor hereby d&horizes Lender to share all credit and financial information relating to Grantor with Lender's parent cornpony and with any subsidiary or affiliate of Lender or o f Lender's parent company.
ADDENDUM TO THE DEFINITION OF INDEBTEDNESS. The word "Indebtedness" shall include any and all obligations and liabilities of BorrowerfGrantor 70 National City Bank. an aEl!ete of Lender, whether absolute or contingent, whether now existing or hereafter created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and subsritutions therefor) under any agreement, device or arrangement designed to protect Borrower/Grantor from fluctuations of interest rates, exchange rates or forward rates, including, but not limited to, dollar-denominated or cross-currency exchange agreements, forward currency exchange agreements, interest rate caps, collars or floors, forward rate currency or interest rate options, puts, w8nants. swaps, swaptions, U.S. Treasury Jocks and US. Treasury options, any other interest rate hedging transactions, such as, bur not limited to, managing the Borrower's/Grantor's interest rate risk associated with any pending or potential capital market transactions such as fixed rate bond issues and any and all cancellations, buybacks, reversals, terminations or assignments af any of the foregoing.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pan of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the patties as to the matters set forth in this Agreement, No alteration of or amendment t o this Agreement shall be effective unless given in writing and signed by the patty or parties sought to be chiaged or bound by the alteration or amendment.
Attorneys' F w ; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, ircluding Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lander may hire or pay someone else t o help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcerpnt. Costs and expenses include Lender's attorneys' fees a~rdlegal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for barkruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, rnd any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used t o interpret or define the provisions of this Agreement.
Governing Law, With respect to procedural matters related to the perfection and enforcement af I.enderls rights against the Collateral, this Agreement will be governed by federal law applicable t o Lender am1 to the extent not preempted by federal law, the laws of the State of Arizona. In dl other respects, this Agreement will be governed by federal law applicable t o Lender' and, to the extent not preempted by federal law. fhe laws of ihe State of Ohlo without regard t o its ~anflicts law piovislons. However, i f there ever is a ~prestian of about whether any provision of this Agreement Is valid or enforceable, the provision that is questionet! will be governed by whichever state or federal law would find the provision to be valid and enforceable. 7he loan transadon that i evidenced by the Note and this Agreement has been applied for, considered, appiaued and s made. and all necessary loan documents have been accepted by Lender in the State of Ohio.

Joint and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be j ~ i n and t several, and all references to Grantor shall mean each and every Grantor, and all references to Borravrer shall mean each and every Borrower. This means that each Borrower and Grantor signing below is responsible for $11 obligations in this Agreement;
waiver is given h writing and signed ky Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of su$h right or any other right. A waiver by Lender of a provision of this Agreement shall nor prejudice or constitute a waiver of Lender's right otherwise t o demand strict complience

No Waiver by Lender. Lender shall not be deemed to hava waived any rights under this Agreement unless such

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COMMERCIAL SECURITY AGREEMENT

Loan No: 94895
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(Continued)

Page 8

with that provision'or any othei provision of this Agreernent. No prior waiver by Lender, nor any course of dealing between Lendsr and Grantor, shall consritute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continui~g consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lander.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually deliveted, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United Stetes mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreernent. Any party may change its address for notices under this Agreement by giving f o r m 1 -.vrittsn notice to the other parties, specifying that the pur~oseof the notice is t o change the party's address. For notice purposes, Grantor agrees to keep Lender informed st all times of Grantor's currsnt address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice givehto all Grantors. % .

Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the securiSy interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimbune Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral.

Severabili, If a court of competent jurisdiction finds any provisicn of this Agreement to be illegal, invalid, of
unenforceable as to any person or. circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes !egal, valid and enforceable. If the offending provision cannot be SO modified, it shall be considered deleted from this Agreernent. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Successors and Assigns. Subject ro any limitations stated in this Agreement on transfer of Grantor's interest. this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference t o this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.

Survival of Representations and Warranties. A I representations, warranties, and agreements made by Grantor ~ in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect unti'&uch time as Borrower's Indebtedness shall be paid in full.

Xme i of the Essence. Time is of the essence in the performance of this Agreement. s
Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any acdon, proceeding. or counterclaim brought by any party against any other pa@.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreernent. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the conten may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Agreement. The word "Agreementd means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, togather with all exhibits and schedules attached to this Commercial Security Agreement from time to time.

Basrower. the Note.

The word "Borrower" means Kendall Tankersley and includes all co-signers and GO-makers signing

Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

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COMMERCIAL SECURITY AGREEMENT 3 (Continued)

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Defautr. The word"Default" means the Default set forth in this Agreement in the section titted "Defaultn.
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, includ~ng without limitation the Comprehensive Environmental Response, Compensation, end Liability A c t of 1980, as amended, 42 U.S.C. Section 9601, e t seq. ("CERCLA"), the Superfund Amendments and Reauthorization A c t of 1986, Pub. L. No. 99-499 ('SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovgry Act, 42 U.S,C.Section 6901, at seq., or other applicable stare Or' federal laws, rules, or regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default sectioh of this Agreement, Grantor. The word "Grantor" means Kendall Tankersley and Heather E. Martel.

Guaranty. The word "Guarantyn means the guaranw from guarantor, endorser, surety, or accornmoda~ion party to Lender. including without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical. chemical or infectious characteristics, may cause or pose a present or potential hazard t o human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substancesn are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environnyntal Laws. The term "Hazardous Substancesn also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any o f the Related Documents. Specifically, without limitation, Indebtedness incrudes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement.

Lender. The word "Lender" means National C t Bank, its successors and assigns. iy
Note. The word "Noten means the Note executed by Kendall Tankersley in the principal amount of $25,000.00 dated December 15. 2005, together with all renewals of, extensions of, modificetians of, refinancings of, consolidations of, and substitutions for the note or credit agreement.
Property. The word "Property" means all of Grantor's right, title and interest in and t o all the Property as described in the "Collateral Description" section of this Agreement.
The words "Related Documents" mean dl promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, securTty deeds, collateral mortgages, and all other instruments, agreements and documents, whether n o w or hereafter existing, executed in connection with the Indebtedness.
Related Documents.

BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERClAL SECURlTY AGREEMENT AND AGREE TO ITS TERMS.THIS AGREEMENT IS DATED DECEMBER 75,2005m

GRANTOR:

BORROWER:
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Kendall Tankersley

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#Oil

COMMERCIAL SECURITY AGREEMENT

Grantor: 2025 N. Ridgeway Road
Tucsan, AZ I35715

Kenddl Tahkersley

Lender:

Cleveland Rirate Client Group 1900 E. 9th Street

Cleveland, OH 44114

NaFiirnal C k j B a k

THIS COMMERCIAL SECURITY AGREEMENT dated December 15, 2005, i made and executed between Kendall s
Tankersley ("Gt'aotor") and Nab'onal City Bank ( "Lendern).

GRANT OF SECURITY INTEREST. For valuable consideradon, Grantor grants to Lender a security interest in the Collateral t o secure the Indebtedness and agrees that Lender shall have the tights stated in this Agreement with r e a p e 3 to h e Collateral, in addFon t o all odrer righi5 which Lender may have by law.
COLLATERAL DESCRIPTION. The w o r d "Collateral" as used in this Agreement means the following described property in which Grantor is giving t o Lender a security interest for the payment of the indebtedness and performance of all other obligations under the Note and this Agreement:

2003 Toyora CTR 4DHatch WIN ZTI ~F82EX3~0455971

In addition, the w o r d "Collateral" also includes all the following:

(A) A l l accessions, attachments, accessories, replacements of and additions t o any of the collateral described herein, whether added n o w or later.

(01 All products and produce of any o f the property described in this Collateral section.

(Cl A l l accounts,

generel intangibles, instruments, rents, monies, payments, and all other rights, arising out of

a sale, lease, consignment or other disposition of any of the property described in this Collateral section.
(D) All proceeds (including insurance proceedsj from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due from a third parw who has damaged or destroyed the Collateral or from that party's insurer, whether due t o judgment, settlement or other process.

IE) All records and data relating t o any of t h e property described in this Collateral section, whether' in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and t o all computer software required t o utilize, create, maintain, and process any such records or data on electronic media.
CROSS-COLLATERALIZATION. In addition 10 the Note, this Agreement secures all obligetions. debts and liabilities, plus interest thereon, of Grantar t o Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether n o w existing or hereafter arising, whether related or unrelated to the purpose of the Note. whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, 1iq&&rted or onliquidated whether Grantor may be liable individually or ~ o i n t l y with others, whether obligated as guarantor, surety, accommodation party or otherwise. and whether recovery upori such amounts may be or hereafter may become barred by any statute of limitations, and whether rhe obligation tc-,repay such amounts may be or hereafter mey becorna otherwise unenforceable.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respeCt t o the Collateref, Grantor represents and promises t o Lender that:
Perfection o f Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and

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continue Lender's security interest i n the Collateral. Upon request of Lender, Grantor will deliver t o Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper and instruments if not delivered t o Lender for possession by Lender. This i a s continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full and even though for a period of time Grantor may not be indebted t o Lender.

Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time t o time) prior t o any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) change in the authorized signsr[s); (4) change in Grantor's principal office address; (5) ctange in Grantor's principal residence; (6) conversion of Grantor t o a new or different type of business entity;Br (7) change in any other aspect of Grantor that directly or inditectly relates to any agreements between Grantor and Lender. No change in Grantor's name or principal residence will take effect until after Lender has received notice,
No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or t o which Grantor is a party. Enforceability of CollateraL To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral i s enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear t o be on the Collateral. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may ba claimed concerning the Collateral except those disclosed to Lender in writing.
Location of the Collateral. Except for vehicles, and except otherwise in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral at Grantor's address shown above or at such other locations as are acceptable to Lender. If the Collateral is a vehicle, Grantor will keep the Collateral at those addresses except for routine travel. Upon Lender's request, Grantor will deliver t o Lender in form satisfactow t o Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the following: (1) all real property Grantor awns or is purchasing: (2) all real property Grantor is renting or leasing; (3) all storige facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.

Removal of the Collateral. Except in the ordinary course af Grantor's business, Grantor shall not remove the
Collateral from its existing location w i a o u t Lender's prior written consent. To the extent that the Collateral consists o f vehicles, or other titled property, Grantor shall not take or permit any action which'would require application for certificates of title for the vehicles outside the State of Arizgna, without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location o f the Collateral. Except far inventory soid or accounts cdlected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the C~flateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral t o be subject t o any lien, security interest, encumbrance, or charge, other than the securiW interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right t o the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall n o t be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender t o any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds t o Lender.
Tlde. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of t h e Collateral is on file in any public office other than those which reflect the securiw interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.

Transactions lnvolvlng Collateral.

Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others To keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor
further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so t h s no lien or encumbrance may ever attach t o ar be filed against the Collateral.

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COMMERCIAL SECURIW AGREEMENT (Continued)

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I n s p e d o n of Colfateral. Lender and Lender's designated representafives and agents shall have the right at all reasonable times t o examine and inspect the Collateral wherever located.

Taxes. Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, i t s use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect t o contest any lien if Grantor is in good faith conducting an appropriate proceeding t o contest the obligation t o pay and Solong as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is subjected t o a lien which is n o t discharged within fifteen (15) days, Grantor shall deposit with Lendsr cash, EI sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate t o provide for t h e discharge o f the lien plus any interest, costs, attorneys' fees or other charges that could accrue as a result o f foreclosure or sale o f the Cslleteral. In any contest Grentar shall defend itself and Lender ,and shall satisfy any final adverse judgment before enforcement against the Collateral. Gfanror shall name Lender as an additional obligee under any surety bond furnished in the contast proceedings. Grantor further agrees t o furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and i n a timely manner. G r a ~ t o r may withhold any such payment or may elect t o contest any lien if Grantor is in good faith conducting an a&xopriate proceeding to contest the obligation t o pay and so long as Lender's interest in the Collateral is not jeopardized.
Compliance with Governmental Requirements, Grantor shall comply promptly with all laws, ordina~ees,rules and regulations of all governmental authorities, n o w or hereafter in effect, applicable t o the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating t o the undue erosion of highly-erodible land or relating t a the conversion of wetlands for the production of an sgricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulHion and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.
Hazardous Substances. Grantor represents and warrants that the Collaterel never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor's due diligence i n investigating the Collateral for Hazardous Substances. Grantor hereby ( 1 ) releases and waives any future claims against Lender for indemnity or contriburion in the event Grantor becomes liable for clesnup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of the Indebtedness and the satisfaction of this Agreement.

Maintenance o f Casuatty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require w i t h respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable t o Lender and issued by a company or companies reasonably agceptable t o Lender. Grantor, upon request of Lender, will deliver t o Lender f r ~ r n time t o time the policies or certificates of insurance in form satisfactory t o Lender, including days' prior written s t i p ~ l a l i o n ~ coverages will not be cancelled or diminished without at least thirty (30) that notice to Lender and n o t including any disclaimer of the insurer's liability for failure t o give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, ornissiofi or dkfauli: of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender w i t h such loss payable or other endorsements as Lender may require. If Grantor at any time fails t o obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral.
Application of Insurance Proceeds. Grantor shall promptly netify Lender of any loss or damage to the Collateral, whether ar not such casualty or loss i s covered b y insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Colleteral. If Lender consents t o repair o r replacement o f the darnaged or. destroyed Collateral, Lender shall, upon s8tiSfactoTY proof of f expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration, I: Lender does not consent t o repair or replacement of the Collateral, Lendet shall retain a suffcient amount o f the proceeds t o pay all of the Indebtedness, and shall pay the balance .to Grantor. Any proceeds which have not b~en disbursed within six (6) months after their receipt:and which Grantor has not committed t o the repair or

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restoration of the Collateral shall be used t o pr+pay the inddbfedness.

Page 4

Insurance Reserves. Lender may require ~ r a h t o tr o main ain with Lender r e s e r ~ e s payment of insurance for premiums, which rsserven shall be created b y monthly paybents from Grantor of a sum estimated by Lender to be sufficient t o produce, at leasf fifteen (15) days before tpe premium due date, amounts at least equlll to the insurance premiums t o be paid. If fifteen (1 5) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency ro ~ e n d e r l The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing lccount which Lender may satisfy by payment of the - insurance premiums required TO be paid by Grantor as they become due. Lender does not hold the reset-be funds in trust for Grantor, and end& is n o t the agent Grantor for payment of the insurance premiums I required t o be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility.

hf

lasumce Reports. Grantor, upon request o f Lender, shelf furnish m Lender reports o n each existing policy of insurance showing such information as Lender may reasa ably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount oflthe policy; (41 the property insured; (51 the then current value on the basis of which insurance h a s been obtained and the manner of determining that value; and shall upon request b y - L ~ n d e r (however not more (5) the expiration date o f the policy. In addition, ~ r a n t b r often than annually) have an independent appraiser satidactory t o Lender determiner as applicable, the cash value o raplacement cost of the Collareral. r ,
I

Financing Statements;. Grantor authorizes Lender to file UCC financing statement, or alternatively, a copy of this Agreement t o perfect Lender's s e ~ $ i t y interen. A t Lender's request, Grantor additionally agrees t o sign all other documents that are necessary t o perfect, protect, and continue Lender's security interest in the Propew. and costs involved unless prohibited by law ot Grantor will pay all filing fees, title transfer fees, Grantor irrevocably appoints Lender t o execute unless Lender is required by law t o pay such fees and documents necessary to transfer title if there is a Lender may file a copy o f this Agreement as a address, or the name or address of any person financing statement, If Grantor changes Grantor's Grantor will promptly notify the Lender of such yrmting a security interest under this Agreement
change. have possession of the tangible personal GRANTOR'S RIGHT TO any lawful manner n o t inconsistent with this property and beneficial use o f all the right t o possession and beneficial use shall not apply Agreement or the Related Documents, provided that required by law t o perfect Lender's securiw t o any Collateral where possession o f the of any Callateral, whether before or after an Event interest in such Collateral. If Lender at any care in the custody and preservation of the of Default, Lender shall be deemed to shall request or as Lender, in Lender's sole Collateral if Lender takes such action dLcretion. shall deem appropriate under the circumstances, b h failure t o honor any request by Grantor shall not of I Lender shall not be required to take any steps itself be deemed t o be a failure t o exercise reasonable c. a : ! necessary to preserve any rights in the Collateral against prlor parties, nor t o protect, preserve or maintain any security interest given t o secure the Indebtedness.

LENDER'S EXPENDITURES.
Lender on Grantor's behalf may (but extent permitted by applicable law, encumbrances and other claims. maintaining and preserving the then bear interest at the rate by Grantor. All such on demand; (B) be payments to

shall not be obligated Collateral. All such expenditures cherged under the Note from the axpenses wiil become a part of added to the balance of the become due during either (1)

'

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COMMERCIA~SECURIT~ AGREEMENT

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Loan No; 34895

P

(Continued)
I

. I I

Page 5

Other Defautts. Grantor fails to comply with br ta perform any other term, obligation, covenant'or condition contained in this Agreement or in any of the ~ o c J r n e n t sor to comply with pr to perform any term. 1 obligation, covenant or condition contained in any other agreement between Lender and Grantor.

elated

False SbRemaP. Any warranty, repre&nta+n or aaterr/ent made or furnished t o Lender by Grantor or on Grantor's behalf under this Agreement or the ?elated Documents is false or misleading in any material respect, I either now'or a t the time made or furnished or becomes false or misleading a t any time thereafter.
Defective ~allaterdirati~n. This Agreement ii any o f thelRelated Documents ceases to be in full force and effect (including failure of any collateral documenr to create a valid and perfected security interest or lien) at any time and for any reason.
Death or Insolvency. The death of Grantor, the insolvent of Grantclr, the appointment of a receiver for any part of Grantor's property. -any assignment f$r the benefit of creditors, any type of creditor workout, or the commencement or'any proceeding under any bpnk;up:c,t o: insc!vency !aws by or egainst Granror.
,

1
I

, proceeding,

Creditor or Forfeiture pmc&dings. ~ommenc{mentof foret$sure or forfeiture proceedings, whether by judicial sdf-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any 'collateral securing the Iddebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with ~ebder. Howevfa', this Event of Default shall not apply if there is a good faith dispute b y Grantor as t o the validid or reasonab(eness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives derider writ&? notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate resede or bond for the dispute.
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I Events Affecting Guarantor.- Any of the prebeding event? occurs with respect t o any guarantor, endorser, surety, or accommodation party of any of the! Indebtedness or guarantor, endorser, surety, or accommodarion party dies or becomes incompetent or revokes or disputes the validity of, or liabiliw under, any ~ u a r a n t y the of Indebtedness. I j

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Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness islimpaired.

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RIGHTS AND REMEDIES ON DEFAULT. If an ~ v e of default bccurs under this Agreement, at any time thereafter, h Lender shall have all the rights of a secured pa& under the rizona Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of thelfollowing rights and remedies:

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Accelerate Indebtedness. Lendejr may declareithe entire Indebtedness, including any prepayment penalty which Grantor would be required t o pay, irnrnediateli due and paYbble, without notice of any kind t o Grantor. Assemble Collateral, Lender may require Cirankor to deliverito Lender all or any portion o f the Collateral and any and all ciirtificates of title and other documents re[ating t o tha Collateral. Lender may require Grantor t o I assemble the Collateral and make it available $0 Lender at a place t o be designated b y Lender. Lender also shall have full power t o enter upon the property of Grantor t o jake possession of and remove the Collareral. If the n Collateral contains other goods not covered !by this ~ ~ r d e m e att the time of repossession, Grentor agrees Lender may take such other goods, provided; that Lender makes reasonable efforts t o return them to Grantor after repossession. I

$dl the Collateral. Lender shall have fdl p o & v t o reli, lesse, transfer, or amerwise de.1 with t h i Collateral or proceeds thereof in Lender's o w n name or th/at of Cranto Lender may sell the Collateral at public auction or private sale. Unless the C~llaterai threatens ~o decline spleeddy in value or is of a type customarily sold On a recognized market. Lender will give Grantor,; and other persons as required by law, reawnable notice o f the time and place of any public sale, or the tibe after w h k h any private sale or any other disposition of the Collateral i$ be made. However, no nofike need be $rrovided to any person who, after Event of Default to occurs, enters inta and authenticates an ag(eernent waiy~ngthat person's right t o notification of Sale. The requirements of reasonable notice shall 'Se m ~ if tsuch natjce is given at least ten (10) days before the time of ,the sale or disposition, All. expenses relating To the dispos~ion t h e Collateral. including without limitation the of expenses of retaking, herding, insuring, preparing foe sale land selling the Collateral, shall become a part of d w Indebtedness secured by this Agreement a ! shall be pa$pble on demand, with interert a t the Note rate from n date of expenditure until repaid. i !

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Appoint Receiver. Lender shall have the righi t o have a rekeiver appointed ro take possession of all or any part
of the Collateral, with the power t o protecd and preservk? the Collateral, t o operate the Collateral preceding foreclosure or sale, and to collect t h e Rents! from the ~ $ a t e r a l and a p p b the proceeds, over and above the

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COMMERCIAk SECURITY AGREEMENT ! (Continued)

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indebtedness. The receiver may serve without bond if permitted by law. Lender's right t o the appointment of a receivbr shall ex& whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount, Employment by Lender shall n o t disqualify a person from I serving as a receiver.
cost of the receivership, against the
Collect Revenues, Apptv Accounts. Lender, &her itself or through a receiver, may collecl the payments, rents, income, and revenues from t h e Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's o w n name or that of Lender's porninee and receive the payments, rents, incame, and revenues therefrom and hold the same as security farjihe lndebtedness or apply it t o payment of the lndebtedness in such order o f preference as Lender determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, 'adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not 1ndebtedne.d or Collateral is then due. For these purposes, Lender may, on behaif of 'and in the name aP Granac, ieceipa, open and dispose of m d addressed 'to Grantor; change any address t o which mail and payments are ~o be sent; and endorse notes, checks, drafts,'money orders. documents o f title, instruments and items pertaining t o payment, shipment, or storage of any Collateral. To facilitate collection, Lender msy notify account debtors and obligors on any Collateral t o make p a ~ m e n r s I directly t o Lender.

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Obtain Deficiency. If Lender chooses to sell !any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on t$e lndebtedness due t o Lender after application of all amounts received from the exercise of the rights prokided in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.
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Other Ri~htsand Rqmedies. Lender shall dave all the rights and remedies of a secured creditor under the provisions of t h e Uniform Commercial code,; as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rightsiand remedies it may have available at law, i n equity, or otherwise. I
Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the elated Documents, or by any other writing, shall 'be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit O f any offier remedy, and an election to mak$ expenditures or t o take action t o perform an obligation of Grantor under this Agreement, after Grantor's failure; to perform, shall not affect Lender's right, to declare a default and I exercise its remedies.
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FINANCIAL INFORMATION. Grantor will fsnish; t o Lender, at Grantor's expense. p m T W t l ~ upon each request of Lender, such information in writing regarding Grantor's financial condition, income taxes, properties, business I operations, if any, and pension plans, if any, as lLender may from time to time reasonably request, prepared, in the case o f financial information, in accordance with generally accepred accounting principles consistently applied and otherwise in form and detail s~tisfactory Lendbr, to
SHARING INFORMATION. Grantor hereby authq'cizes Lender to share all ~ r e d i and financial information relating to t Grantor with Lander's parent company and with jany subsidiary or affiliate of Lender or o f Lender's parent company.

ADDENDUM TO THE DEFINITION OF INDE$DNESS. The word "Indebtedness' shall include any and all obligations and liabilities of Borrower/Grantor tp National City Bank, an affiliate o f Lender, whether absolute or contingent, whether now existing or hereafter; create& arising, evidenced or acquired (including all renewals, extensions and modifications thereof and subgitutions therefor) under any agreement, device or arrangement designed to protect BorrowerlGrantor from fluctuations of interest rates, exchange rates or forward rates, I including. but not limited to, dollar-denomin?ted of cross-currency exchange agreements, forward currency exchange agreements, interest rate caps, collars or floors, forward rate currency or interest rate options, puts, warrants. swaps, swaptions, U.S. Treasuv lqcks and U.S. Treasury options, any other interest rate hedging transactions, such as, but not limited to, managing the Borrowerls/Grantor's interest rare risk associated with any pending or potential capital mgrket ~ a n s a c t i o n ssuch as fixed ate bond issuss and any and all cancellations, buybacks, reversals, terminations or assignment's of any of the foregoing.
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MISCELLANEOUS PROVISIONS. The fallowing 'miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together w i i h any Related Documents, constitutes the entire understanding and agreement of the parties as t o the matters 3et forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless gi&n writing and signed by the party or parties sought to be charged or bound by the alteration or emendment.

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Loan No: 94895

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Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may' hire ar pay someone/ else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit! including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts t o modify or /vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection servicaq. .;Grantor also shall pay all court costs and such additional fees as I may be directed by the court. i
Caption H~adings. C ~ p t i o n headings in this Agreement are for convenience purposes only and are not to'be used to interpret or define the provisions of this Agreement. Governing Law. With respect t o pr~cedural'imM-tersrelated t o the perfection and enforcement o f Lender's rights against the ColIaterd, this Agreement WIN be governed by federal law applicable t o Lender and t o the extent n o t preempted by federal law, the-laws of the State of Arizona. In all other respects, this Agreemmt by will be g ~ v m e d federal law appllcabk to yender and. to the extent not preempted by federd law, the laws o f the State of Ohio without regard to its conflicts of law provisions. However, if there ever i s a queSti0n about whether any provision of t i ~ g e e r n d is valid or enforceable, the provision that is questioned will be h s t governed by whichever state or federal law b o u l d find &e provision t o be valid and enforceable. The loan Wansactian that i evidenced by the Note andthis Agreement has been applied for, considered, approved and s made, and all necessary loan documents have been accepted by Lender in the State of Ohio.

No Waiver by Lender. Lender shall not be deebed t o have waived any rights under this Agreement unless sudl waiver i s given in writing and signed by Lender. No delays or omission on The part of Lender in exercising any right shall operate BS a waiver of such right) or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constime a/ waiver of Lender's right otherwise to demand m i s t compliance w i t h that provision or any other provision ofithis Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall c o ~ s t i t u t e waiver of any of Lender's rights or of any o f Grantor's a obligations as to any future transactions. Wfienever the consent of Lender is required under this Agreement, the granting of such consent b y Lender in an1 inaance shall not constitute continuing consent t o subsequent instances where such consent is required andlin all cases such consent may be granted or withheld in the sole I discretion of Lender.

Notices. Any notice required t o be given undpr this Agreement shall be given in writing, and shall be effective
when actually delivered, when actually received by telefacsimile (unless otherwise required b y law), when deposited with a nationally recognized over&ht courier, 'or, i f mailed, when deposited i n the United States mail, as first class, certified or registered m'ail postage prepaid, directed to the addresses shown near the beginning o f this Agreement. Any parry ma$ change its address for notices under this Agreement by giving that the purpose of the notice is t o change the p a w ' s formal written notice to the other address. For notice purposes, Grantor Lender informed at ail times of Grantor's current address. is more than one Grantor, any notice given by Lender to Unless otherwise provided or required any Grantor is deemed t o be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grintor's irrevoceble attorney-in-fact for the purpose of 1 executing any documents necessary t o perfect, amend, or t o continue the security interest granted in this Agreement or t o demand termination o f filin& of other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbb", photographic or other reproduction o f any financing statement or of this Agreement for use as a financing dtatement. Grantor will reimburse Lender for all expenses for the n of Lender's S ~ C U ~interest in the Collateral. ~ Q perfection and the cantinuation of the Severability. If a unenforceable as t o any unenforcsable 8s t o any that it becomes legal, considered deleted unenforceabiltw o f other provision of this Agreement. finds any provision of this Agreement t o be illegal, invalid, or shall not make the offending provision illegal, invalid, or the offending provision shall be considered modified so provision cannot be so modified, it shall be required by law, the illegality, invalidity, or ths legality, validity or enforceability of any

Successors and Assigns. Subject to any lim&ians staled. in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inhie to the benefit of the parties, their successors and assigns. W ownership of the Collateral becomes vested /" a person other than Grantor, Lender, without notice t a Grantor, may deal with Grantor's successors with ieference t o this Agreemavt and the Indebtedness b y way of

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COMMERCIAL S E C U R I ~ AGREEMENT (continued)

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forbearance or ertension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness. Survival of Representdons and Warranties. ,All representations, warranties, and agreements made by Grantor in this Agreement s h d l survive the execution ;,kind delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. rime i of the Essence. Time is of the essenck in the performance of this Agreement. s ,I waive Jury. All parties t o rhis Agreement hereby waive the right to any jury trial in any adon. proceeding, or counterclaim brought by any party against iur3 other party.

DEFINITIONS, The following capitalized words: n d terms shall have the following meanings when used in this kgreernent. Unless specifically stated to the cpntrav, all references to dollar amounts shall mean amounts i n l e w f d money of the United States of America. y o r d s and terms used in the singular shall include the plural, and the plural shall include the singular, as ;he contyxt may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to $uch terms i n the Uniform Commercial Code:

Agreement. The word "Agreementn means ihis Commercial Security Agreement, as this Commercial Securiw Agreement may b e amended or modified f r o 4 time t o time, together with all exhibits end schedules attached to rhis Commercial Security Agreement from time t o time. Borrower. The word "Borrower" mean$ Kendall Tankersley and includes all co-signers and co-makers signing the Note.

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Cdateral. The word "Collat~ralw means all/of Grentor's right, title and interest in and t o dl the Collateral as described in the Collateral Description sectiol of this Agreement.

Default The word "Default" means the ~ e f & l t set forth in this Agreement in the section titled "Def&~lt".
Environmental Laws. The words "Environ ental LawsN mean any and all state, federal and local Statutes, regulations and ordinances relating t o the protection of human health or the environment, including without limitation the Comprehensive Environmental' Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section'9601, et seq. ( " C E R C ~ the Superfund Amendments and Reauthorization A c t of 1986, 1, Pub. 1. NO. 99-499 ("SARA"), the Flazardous Materials Transportation Act, 49 U.S.C. Section 1801, er seq., the Resource Conservation and Recovery #t, 42 U.S.C. Section 6901, et seq., or other applicable Hate or federal Laws, rules, or regulations adopted pursuant thereto.

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Event of Default. The words "Event of in the defeult section of this Agreement.
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mean any of the events of default set fonh,in this Agreement

Grantor. The word "Grantorn means ~ e n d a fTankersley, f Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without lirnitation'/a guaranty of all or part of the Note. Hazardous Substances. The words %aza+ous Substancesm mean materials that, because of their quantity, concentration or physical, chemical or inf$ctious characteristics, may cause or pose a present or potential hazard to human health or the envirwrneyt when improperly used, treated, stored, disposed of. generated, manufactured, transported or othervvige hqndled. The wards "Hazardous Substances" are used in their very broadest sense and include without limitatidn any and all hazardous or toxic substances, materials or waste as defined by or listed under the ~nvironmen(!$ Laws. The term "Hazardous Substancesn also includes, without limitation, petroleum and petroleum by-prod'Fjcts or any fraction thereof and asbestos.
Indebtedness. The word "Indebtednessj' means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is rcisponsible under this dgreernent or under any of the Related Documents. Specifically, without limitation, Indebtedness ipclu* all amounts that may be indirectly secured by the . Cross-Collateralization provision of this Agr~ernent.

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Lender. The w o r d "Lender" means ~etiana'j Ci.ty Bank, its successors and assigns. Note. The word 'Note" means rhe Note dated December 15, 2005, together consolidations of, and substitutions for Property. cuted by Kendall Tankersley i n the principal amount of 525,000.00 all renewals of, extensions of, modifications of, refinancings of, or credit agreement.

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The word "Property" means a of Grantor's right, title and interest in and to all the Properly as

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COMMERC~A AGREEMENT SECURIF

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Loan No; 94895

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described in rhe mCollateralDescription" sectib/r o f this ~ ~ & s n e n t .

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Related Dasumwts. The words "Related $curnentsn'/mean all prornssory notes, credit agreements, loan sgreemants, environmental agreements, guagnties, secu'rity agreements, mortgages, deeds of UuS, secur*% deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the ~nddbtedness. I

-GRANTORHAS READ AND UNDERSTOOD AL E OF THIS COMMERCIAL SECURW AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENTIISDATED ~ECEMBER15,2005.
GRANTOR:

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I PROVISIONS

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~ehdall Tankersley

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NCB CELAGRIN PCG

POWER OF ATTORNEY
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Kendall Tankershy n d Heather E. Martel of 2202 5 , Ridgeway ~43, Tu-n,

AZ 85715. the bons fide redatered owners of

following described property: 2005 Hyundi Tucson 4L)sW [VlN I(MUM72~15U175031). hdcby i.revorably appoints Natlond City Bank 4 t h an rddrsss of aevelind Pcivate CXem Omup, 1990 E. 9 h Street, Cleveland. OH M114, or any offher t h s e o f , as ~ r a n t o r ' a t affomeV with full

aurhairy t o excsuta end record any and all i n s m m a t s , affidavits, cartifides of r a e , renewals, and 0. t h dorumenre neccsssrv to effect iegirVation. transfer of n t l ~ application for title and (0 evidenc~ , National ~ i t y ~ f h n k ' securiv intaest in tha above described motor v*ic[c and .
to do such other things as may be proper pertaining t o the titla or licensing of the rnotur vehicle, in Grantor's placs and stead. This Pow& of Attorney shali not terminate or dimwise be qffected by Grantor's subssquent~disabilin/ar incapaciW.
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GRANTOR:
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Subs~ribed and sworn t o before me thin

day of

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Notary Public for the Stare of

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Kenddl Tankersley of 2025 N. Ridgeway Road, Tuc$on, A2 85715, t bona fide reglstertd owner of the following described property: f w 2003 'T'oysta M R 4PHatch (WN 2Tl!U?3ZEX3Ca48597), h ~ e b irravooaMy apppints National Citv Bank, with an sddfess ~f ~ l e v e l d y Private (flicnt Group, 1900 E. %h. Sweet. #swland, OH 441 14, or any officcl thersuf, as Grantor's attorney with full authsrity to execute and r e a d any and all instruments, affidavrta, certificates o f title, renew&, and otl-~ssdocurncnts uecessary to effecl registration, vahsfer of title, application fat title and to evidence blatlonal City Bank's securi?, i n t s e s t in tha above desoribed motor vehicle and to d o wch other things ar may bs proper pertaining t o the title or licensing of the motor vehicle, h Grantor1=pleoe and stead. This Power of Attorney shall not rerrninate at otherwise be affected by Grantor's subsequent disability or inoepaclty.

Notary Public for the State o f

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RECORDATION REQUESTED BY; National City Bank Cleveland Private Client Group 1900 E. 4th %&et Cleveland, OH 44114
WHEN RECORDED MAIL TO: National City Bank A M : ColIsteral Dept, LOG #01-7520 23000 Millcreek Blvd.

Highland Hills, OH 44122

FOR RECORDER'S USE ONLY

DEED OF TRUST MAXIMUM LIEN, The l e of t i Deed of Tlllst shall not exceed at any one time $25.000.00. in hs
THIS DEED OF TRUST is dated ~ecernber35,2005, amahg Kenddl Tankersley. a married woman, as her sole and s~pefate properry ("T~stor"); National Cy Bank, whose address i Cleveland Pn'vate Client Group. 1900 i t s E. 9th Street, Cleveland. OH 44114 (referred t o below sometimes as "Lender" and sometimes as "Beneficiary"); and (referred t o below as "Trustee" I.

CONVEYANCE AND GRANT. For valuable Trustor conveys to Trustee in U'ost, widr power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing or subsequehtly erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water and water rights flowing through, belonging or in anyway appertaining m the Real propert$, and all of Trustor's water rights that are personal property under Arizona law. including without limitation all type 2 nonirrigation grandfathered rights (if applicable), all irrigation rights, all ditch rights, ,rights t o irrigation district stock, all contracts far effluent, all contracts far Central Arizona Project water, and all other contractual rights to water, and together with all rights (but none of the duties) of Trustor as declarant under any presently recorded declaration of covenants, conditions and restrictions affecting real property; and all 'other rights, royalties, and profits relating t o the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the 'Real Property") located in Pima County, State of Arizona: I
See Exhibit A. which is attached to rhls ~ e d d of forth herein,
T U T ;

consideration,:

and'rnade a part of this Deed of T w i t as If folly set

T h e Red Property or fts address is cornmanly known as 2025 N. Ridgeway Road, Tucsan. A2 85715. The Real Property tax identification number i 121-01-1858, s
CROSS-COLLATERBblZATION. In addition to &e Note, this Deed of Trust secures all obligations, debts and liabilities, plus interest thereon, of Trustq m bender, nr any one or more of them, as well as all claims by

Lender against Trustor or any one or more of ttiem, whether now existing or hereafter arising, whether related
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DEED OF TRUST
Loan No: 94895

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or unrelated to the purpose of the Note, whether vnluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated whether Trustor may be liable individually or jointly with others, whether obligated ss guarantor. surety, accommodation p a w Or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any Stature of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.
FUTURE ADVANCES. In addition to the Note, this Deed of Trust secures all future advances made by Lender to Trustor whether or not the advances are made pursuanr to a commitment. Specifically, without limitation, this Deed of Trust secures, in addition t o the amounts $pecified in the Note, all future amounts Lender in i t s discretion may loan to Trustor, together with all interest thereon.

asslgiis to Lender fe!so known as Beneficiary in this Deed of Trust] all of Trustor's right, title, Trust-tsr pies~iii(iP and interest in and t o all present and future leasas of the Property and all Rents from the Property. In addition, Ttustor grants t o Lender a Uniform Commercial Code security interest in the Personal P r o p e m and Rents.

THlS DEED OF TRUST. INCLUDING THkASSIGNMENT OF RENTS AND THE SECUQITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, I GWEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND ( 6 ) S PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE. THE REIATED DOCUMENTS, AND THlS DEED OF TRUST. THlS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all o f Trustor's obligations under the Note, this Deed of Trust, and the Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of
the Property shall be governed by the following provisions:

Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and control of the Property; (2) use, oparate or manage the Property; and (31 collect the Rents from the Property.
Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacemenrs, and maintenance necessary to preserve its value.

Compllwce With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of the Property, there has been n o use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Trustor has no knowledge of, or reason t o believe that there has been, except as previously disclosed to and acknowledgsd by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c] a n y actual or threatened litigation or claims o f any kind by any person relating to such matters; and (3) h c s p t es previously disclosed to and acknowledged by Lender in writing, (a) neither Trustor nor any tenant, contractor, agent or other authorized user of tha Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents t o enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Propsrrv with this section of the Deed of Trust. Beneficiary, at its option, b u t without obligation t o do so, may carrect any condition violating any applicable Environmental Law affecting the Property, and in doing SO shall ednclusively be deemed t o be acting rsssanably and for the purpcse of protecting the value of its eallateral. and all costs o f correcting a condition or violation shall ba payable to Beneficiary b y Trustor as provided in the Expenditures by Lender section of this Deed of Trust. .Any inspections or tests made by Lender shall be for Lender's purpases only and shall not be construed t o create any responsibility or liability on the part of Lender to Ttustor or t o any other person. The representations and warranties contained herein are bdsed

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Loan No; 94895

DEED OF !RUST (Continued)

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o n Trustor's due diligence in investigating the p r o p i n y for Hazardous Substances. Trustor hereby (1) releases and waives any f u t u ~ e claims against Lender for indemnity or contribution in the event Trustor becarnes liable for cleanup or other cqsts under an such, raws; and (2) agrees to indemnify and hold harmless Lender against any and all Aaims, lossesrl liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer rekulting from 8 breach of this section of the Deed of I Trust or as a consequence of any use, generation, yanufkture, storage, disposal. release or threatened release occurring prior t o Trustor's ownership or intefest in the Property, whether or not the same was or should have been known t o Trustor, The provisions of this section o f the Deed o f Trust, including the obligation t o indemnify, shall survive the payrneht of the Indebtedness end the satisfaction and reconveyance of the lien of this Deed of T r w t and )shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise.

Nuiswce, Waste. Trustor shall not cause, conduct p r permit any nuisance nor commit, permit, or suffer any stripping of or waste on or t o the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove,l or grant to any other party the right t o remove, any timber, minerals (including oil and gas), coal, clay, scaria,' soil, gravel or rock products without Lender's prior written consent.

Rernovd of improvements. Trustar shall not dernolis$ or remove any Improvements from the Real Property without Lender's prior written consent. As a condit:on to, the removal of any Improvements, Lender may require Trustor to make arrangements satisfacto y to Lender t o replace such Improvements with Improvements of at least equal value.
Lender's Right t o Enter. Lender and Lender's agentstand representatives may enter upon the Real Property at all reasonable times to attend t o Lender's interejts and to inspect the Real Property for purposss of Trustor's compliance with the terms and conditions oF this Deed of Trust. Compliance with Governmental Rcquiremem. ~ r u s t 4 shall promptly comply w i t h all laws, ordinances, and r regdations, n o w or hereafter in ef+ect;&f all governlrfental authorities applicable t o the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law, ordinance, or regulation and dithhold compliance during any proceeding, including in appropriate appeals, so long as Trustor has notified l~ender writing prior t o doing so and so long as, in are Lender's sole opinion, Lender's interests in the Prope~ty not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest
Duty to Protect. Trustor agrees neither to abandon lor leave unattended the Property. Trustor shall do all other acts, in addition t o those acts set forth above this section, which from t h e character and use of the Property are reasonably necessary t o protect and preFerve the Property.

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DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured b y this Deed of Trust upon the sale or transfer, wirhout Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the I conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; wherher voluntary or involuntary; whether d y outfight sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a ter+ greeter than three (3) years, lease-oprion contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title t o the Real Property, or by any other method of conveyance of an itherest in the Real Property. However, this option shall not be exercised by Lander ifsuch exercise is prohibited by federal law or b y Arizona law.
TAXES AND LIENS. The following provisions relating t o the'taxes snd liens on the Property are part of this Deed of Trust:

Payment. Trusror shall pay when due (and in all events prior t o delinquency) all taxes and assessments, including without limitation sales or r e taxes in any state, local privilege or excise tmes based on gross + revenues, special taxes. charges (incl<ding water and sewer), fines and impositions levied against Trustor or o n account of the Property, and shall pay when due a l claims for work done o n or for services rendered or material furnished t o the Property. Trustor shall maintain the Property free o f all liens having priority

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over or equal ta the interest of Lsnder under this ~ e e h Trust, except for the lien of taxes and of assessments nor due, except for the Existing lndebted~tessreferred to below, and except as otherwise provided in this Deed of Trust. Beneficiary shall have the ;right, but not the duty or obligation, to charge hrustor for any such taxes or assessments in advance: of payment. In no event does exercise or non-exercise by Beneficiary of this right relieve Trustor from Trustor's obligation under this Deed of Trust or impose any liability whatsoever on Beneficiary. Right to Contest. Trustor may withhold payment of any jax, assessment, or claim in connection with a good f a i t h dispute over the obligation to pay, so long a s Leyder's interest in the Property i not jeopardized. s If a lien arises or is fiIed as a result of nonpayment, Truyor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Trus]tor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in $17 amaunt sufficient to discharge tile iien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend &elf and Lender an9 shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.
Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes of assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property.

Notice of Consrmctlon. Trustor shall notify Lender af' least fifteen ( 1 5) days before any work is commenced, any services are furnished, or any materials ?re supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted o,n account of the work, services, or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. i
PROPERTY DAMAGE INSURANCE. The following pfovisions rylating to insuring the Property are a part of this

Deed of Trust.

Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a fair value basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause i n favor of Lender. Trustor &hall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor shall maintain s ~ c h other insurance, including but not limited to hazard, busin&$ interruption, and boiler insurance, as Lendet may reasonably require. Policies shall be written in fo-rn, amounts, coverages and basis reasonably acceptable to Lender and issued by v a m p a n y or companies reasonably acceptable to Lender. Trustor, upon request of Lendef, will deliver to Lender from rime to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that hverages will not be cancelled or diminished without at least thirty (30) days prior written notice t o Lander. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency ~ a n i ~ c m e Agency as a special Rood hazard area, nt Trustof agrees to obtain and maintain Federal Flood Insurance, if available, within 45 Flays after notice is given by Lender that the Property is located in a special~floodhazard area, for the full unpaid principal balance of the loan and any prior liens on the property se$uring the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and t o maintain such I insurance for the term of the loan. T~u$torshall promptly notify h d e r of any loss or damage to the Property. Lender may make proof of loss if Trustor fails to do so witGin fifteen (15) days of the casualty. Whether or not Lender's secwiry is impaired, bender may, at Lender's jelection, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the /ndebtedness, payment of any lien affecting the
Appli~stiorrof Proceeds,
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DEED OF TRUST
Loan No: 94895

(Continued)

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Property, or the restoration and npair..tf the Property. If Lender elects to apply the proceeds to restoration and rapair, Trustor shall repair or replate the damaged or destroyed Improvements in a manner sarisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests may appear. Compliance with Existing Indebtedness, During the period i n which any Existing lndebtedness described below is in effect, compliance with the insurance provisions contained in the instrument evidencing such Existing lndebtedness shall constitute compliance with the insurance provisions under this Deed o f Trust, to the extent compliance with the terms of this Deed of Trust would constitute a duplication of insurance requirement. I f any proceeds from the insurance become payable on loss, the provisions in this Deed of Trust for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Trustor's Report on Insurance. Upon requescof Lender, however not more than once a year, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner- of determining that value; and (5) the expiration date of the policy. Trustor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property.

LENDER'S EXPENDITURES. If any actioq or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor fails'to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to comply with any obligation t o maintain Existing lndebtedness in good standing as required below, or to discharge or pay when due any amounts Trustor is required t o discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, to tha extent permitted by applicable law, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and peying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest a t the rate charged under the Note from the date incurred or paid b y Lender to the date of repayment by Trustor. All such expenses will become a part of the lndebtadness and, at Lender's option, will (A) be payable on demand; (0) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts, Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default and shall be exercisable by Lender to the extent permitted by applicable law.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of

this Deed of Trust:

T i e . Trustor warrants that: (a) Trustor holds good and marketable title o f recard to the Property in fee simple, free and clear o f all liens and encumbrances other than those set forth in the Real Property description or in the Existing lndebtedness section below or in any title insurance policy, title report or final title opinion issued in favor of, and accepted by, Lender, or have otherwise been previously disclosed to and accepted by Lender in writing inb20nnectionwith this Deed of Trust, and (b) Trustor has the full right, power, and authority to execute and deliver this Deed sf Trust t o Lender.

Defense of T i e . Subject to the exception in the paragraph above, Trustor warrants and will forever defend ~ s the title to the Propeny against the lawful claims of all persons. In t h event any action or proceeding i commenced that questions Trustor's title br the interest of Trustee or Lender under this Deed of Trust,

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Prustor shall defend the action at Trustor's expense, Trustor may be the nominal party in such proceeding,. but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's o w n choice, and Prustor will deliver, or cause to be delivered, ta Lender Such instruments as Lender may request from time to time 10 permit such participation.
Compliance Witfi Laws. Trustor warrants that the Property and Trustor's use of the Property cornplies with all existing applicable laws, ordinances, and regulations of governmental authorities.

Survival of ~epresentations and Warrandes. All representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in Full force and effect until such u'me as Trustor's lndebtedness shall be paid in full.
of Trust:

EXISTING LNDEBTEDNESS. The following provisions concerning Existing lndebtedness are a part of this Deed 4
Existing Lion. The lien of this Deed of Trust securing the lr~debtedness may be secondary and inferior to an existing lien. Trustor expressly covenants and agrees to pay, or see to the payment of, the Existing lndebtedness and to prevent any default bn such indebtedness, any default under the instruments evidencing such indebtedness, or any default under any security documents for such indebtedness. No Modification. Trustor shall not enter intb any agreement with the holder o f any mortgage, deed Of trust, or other security agreement which has priority over this Deed of Trust by which that agreement is modified, amended, extended, or renewed Without the prior written consent of Lender. Trustor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender.

CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust: I
Proceedings. If any proceeding in condemnetion is filed, Trustor shall promptly notify Lender in writing,
and Trustor shall promptly take such sreps as. may be necessary t o defend the action and obtain the award. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the

proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor wil! deliver or cause t o be delivsred t o Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any pert of the Property is condemned by eminent domain t proceedings or by any proceeding or purchaia in lieu of condemnation, Lnder may ar is election require that ail or any portion of the net procgeds of the award be applied to the Indebtedness or the repair or restoration o f the Property. The net proceqds of the award shall mean the award after payment of all rezsonable costs, expenses, and attorneys"fses incurred by Trustee or Lender in connection with the condemnation.
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IMPOSITION OF TAXES, FEES AND CHARGES E? GOVERNMENTAL AUTHORITIES. The following provisions l relating to governmsntal taxes, fees and charges are a part of this Deed of Trust:

CUUM~ Taxes, Fee$ and Charges. Upon rkqueSt by Lender, Trustor shall execute such documents in addition to this Deed o f Trust and take whatever other action is requested by Lender to perfect and continue Lender" lien on the Real Property,! Trustor shall reimburse Lender for all taxes, a$ described below, together with all expenses incurred; in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees,' documentary stamps, and other charges for recording or registering this Deed of Trust.

Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon all or any part of the lndebtedness secured by this Deed of Trust; (2) a specific tax on Trl~starwhich Trustor is authorized Or required to deduct from payments on the Indebtedness secured by this type ~f Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the

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DEEPOF TRUST
Loan No: 94895

(~ontinued)

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Lendel or the holder of the Note; andS (4) a &xific payments o f principal and intefest made by Trustor.
tax on all or any p0rti0n of the Indebtedness or on

Sukequent Tares. If any tax to which this sa'ction applies is enacted subsequent t o the date of this Deed o f Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default ,as provided below unless Trustor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in t h e Taxes and Liens section and deposits with Lender cash or a sufficiegt corporate surety bond or other security satisfactory to Lender,
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SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust:
Security Agreement. This instrument shall constitute a Security Agreement t o the extent any of the Property canstitutes fixtures, and Lender shall: have all of the rights o f a secured party under the Uniform Commercial Code as amended from time to time, Security Interest. Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Peed of Trust in the real property records, Lender may, at any tirne and without further authorization from Trustor, file executed counterparts, copies or reproductions of this Deed of Trust as a financing statement. Trustor shall reimburse Lender for 'all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove. sever or detach the Personal Property from the Propem. Upon default, Tri~stor shall assemble any Personal Property not affixed t o the Property in a manner and st a place reasonably convenient t o Trustqr and Lender and make it available to Lender within three (3) days after receipt of written demand from ~ h d et r the extent permitted by applicable law. o Addresses. The mailing addresses of Trustorm(debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. attorney-in-fact are a part of this Deed of Trust: '

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following provisions relating t o further assurances and

Further Assurances. A t any time, and from' time t o time, upon request of Lender, Trustor will make.
execute and deliver, or will cause to be made, ,executed or delivered, t o Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as ~ e n d e r may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements; financing statements, continuation statements, instruments o f further assurance, certificates, and other dpcuments as may, in the sole opinion of Lender, be necessary or desirable in order ro effectuate, complete, perfect, cantinue, or preserve (1) Trustor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust on the rope^, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees t o $he contrary in writing, Trustor shall reimburse Lender for all costs and expenses incurred i n connection with the matters referred to in this paragraph.
I Attorney-in-Fact. If Trustor fails to do any of :he things referred to in the preceding paragraph, Lender may do so for and in t h e name of Trustor and !at Trustor's expense. For such purposes, Trustor hereby

irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing a1 other things as may be necessary or desirable, in Lender's sale opinion, to 1 accomplish the matters referred to in'%e preceding paragraph.

FULL PERFORMANCE. If Trustor pays a1 the lhebtedness, including without limitation all future advances, 1 when due, and otherwise performs all the obligaC'ons imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance without warrenty and shall execute and deliver t o Trustor suitable statements of termination o f any financing statement on file evidencing Lender's security interest i n the Rents and the Personal Property. Any reconveyance fee required by law shall be paid

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Loan No: 94895

DEED OF TRUST (Continued)

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by Trustor, i f permitted by applicable law.

EVENTS OF DEFAULT. Each of the following, at Lender1$ option, shall constitute- an Event of Defaillt under this Deed o f Trust:
Payment Default. Trustor fails ro make any payment when due under the Indebtedness.

Other Defaults. Trustor fails t o comply with or to perform any other term, obligation, covenant or condition contained i n this Deed of Trust or in any of the Related Documents or t o comply with or to perform any term, obligation, covenant or condition contained in any, other agreement between Lender and Trustor.

Compliance Defauk Failure t o comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related ~o'cuments.

Default on Other Payments. F ~ i l l l r e s ~ r u s t o r o within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary t o prevent filing of or t o effect discharge
of any lien.

False Statements. Any warranty, representation or statement made or furnished t o Lender by Trustor or on Trustor's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or'becomes false or misleading at any time thereafter. Defective Collateralization. This Deed of Trust or any of the Related Documents ceases t o be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason,
Death or Insolvency. The death of Trustor, the insolvency of Trustor, the appointment of a receiver for any part o f Trustor's property, any assignment for the benefit of creditors, any w p e of creditor workout, or the

cammencemenr o f any proceeding under any bankruptcy or insolvency laws by or against Trustor.

r Creditor o Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, b y any creditor of Trustor or by any governmental agency against any prqpe.rw secutjng the Indebtedness. This includes a garnishment of any o f Trustor's accounts, including deposit accounts, ?Tiit Lender. However, this Event of Default shall not apply if there i s a good faith dispute b y Truszor as to the validity or reasonableness of the claim which is t h e basis of the creditor or forfeiture proceeding and ifTrustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture Ijroceeding, i n an amount determined by Lender, in its sole discretion, as being an adequate reserve O r bond for the dispute.
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Breach of Other Agreement. Any br&h by Trustor, under the terms of any other agreement between Trustor and Lender that is clot remedied within any grace period provided therein, including .without limitation any agreement concerning any indebtedness or other obligation of Trustor t o Lender, whether existing now or later.
Events Affecting Guarantor. A n y of the pbceding evdnrs occurs w i t h respect t o any guarantor, endorser. surety, or accommodation party of any of the lndebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes inc&npetent, or revokes or disputes the validity of, or liability under, I any Guaranty of the Indebtedness,

Adverse Change. A material adverse charige occurs in Trustor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.
Exirting Indebtedness. The payment o f . any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory nore evidencing such indebtedness, or a default occurs under the instrument, securing such indebtedness and is n o t cured during any applicable grace period in such instrument, or any suit or other action is commenced t o foreclose any existing lien on

the Property.

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RIGHTS AND REMEDIES ON DEFAULT. I f

4Event o f Default occurs under this Deed of Trust,

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DEED OF TRUST
Laan No: 94895
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(Continued)
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Paga 9

thereafter, Trustee or Lehder may exercise any one or more, of the following rights and remedies:
Eledan of Remedies. Election by Lender t o pursue any remedy shall not exclude pursuit of any other remedy, and an election t o make expenditures or to take acrion to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure t o perform, sfiall not affect Lender's right t o declare a default and I exercise its remedies.

Accelerate Indebtedness. be required t o pay.

Lender shall have the right at its option without notice t o Trustor to declare the

entire Indebtedness immediately due and payable, including any prepayment penalty which Trustor would
Foreclosure. With respect to all or any part of the Real Property, the foreclose b y notice and sale, and Lender shall have the right r o foreclose case in accordance with and to the full extent provided by applicabie law. Trustor shall be end remain liable for any deficiency remaining after sele, sale or judicial proceedings. Trustee shall have the right t o by judicial foreclosure, in either To the extent permitted by iaw, either pursuant t o the power of

UCC Remedies, With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code.
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Collect Rents. Lender shall have the right, without notice t o Trustor t o take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. I n furtherance of this tight, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected b y Lender, then Trustor 4revocably designates Lender as Trustor's attorney-in-fact t o endorse instruments received in payment t h e r h f in the name of Trustor and t o negotiate the same and collect the proceeds. Payments by tenants or other users t o Lender in response t o Lender's demand shall satisfy the
obligations for which the payments are made. whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in penon, by agent, or through a receiver.

Appaint Recelver. Lender shall have the right to have a receiver appointed t o take possession o f all or any part of the Property, with the power t o protect and preserve the Property, to operate the Property preceding foreclosure or sale, and t o collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by jaw. Lender's right t o the appointment of a receiver shall exist whether or not t h e apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall n o t disqualify a person from serving as a receiver.
Tenancy at Sufferance. If Trustor remains i n possession of the Property after the Propercy is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either 11) pay a reasonable rental for the use of the Property, or ( 2 ) vacate the Property immediately upon the demand of Lender.

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Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or b y law. Notice of Sate. Lender Personal Property or of Property is t o be made. the sale or disposition. Real Piaperty.
shall give Trustor reasonable notice of the time and place of any public sale Of the the time after which any private sale or other intended disposition of the Personal Reasonable notice shall mean notice given at least ten (10) days before t h e time of A n y sale of t% Personal Property may be made in conjunction with any sale of the f

Sale of the Property. To the extent permitted b y applicable law, Trustor hereby waives zny and all rights to have the Properw marshalled. In exercising its righ-ts and remedies, the Trustee or Lender shall be free t o sell all or any part sf the Property together or separatdy, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.

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Insurance Policies. Lender shall have the right dpon an Event of Default, but not the obligation, to assign all of Trustor's right, title and interest in and to klr policies o f insurance on the Property and any unearned premiums paid on such insurance t o m y receivkr or m y purchaser of the Property at a foreclosure sale, and Trustor hereby appoints Lender as attorney fact to assign and transfer such policies.

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Attorneys' Fees: Expenses. If Lender institutes any suit or action to enforce any of the terms o f this Deed of Trust, Lender shall be entitled t o recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited b y 1?w, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time tor the protection of its interest or the enforcedent of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this parsgr~ph.~nclude,fithout limitation, however subject t o any limits under appIiceb!e !aw, Lender's att~rneys'fees and Lerdsr's legal expenses, whether or not there is a iawsuit, I including attorneys' fees and expenses for bankruptcy proceedings (including efforts t o modify or vacate any automatic n a y or injunction), appeals, and +y anticipated post-judgment collection services, the Cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other sums rovided by law.

Rights of Trustee. Trustee shall have all of the riihts end duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The follbwing provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition t o all powers of irustee arising as a rnstter of law, Trustee shall have the power to take the following actions with resped to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map br plat of t h e Real Property, including the dedication of streets or other rights t o the public; (b) join in branting any easement or creating any restriction on the Real Property; and (c) join in any subordinatio or other agreement affecting this Deed of Trust or the interest of Lender under this Dsed o f Trust.

Obligatims to Notify. Trustee shall not be oblig other trust deed or lien, or of any action or party, unless the action or proceeding is

t o notify any other party of a pending sale under any in which Trustor, Lender, or Trustee shall be a ired for Trustee under applicable law. In addition to the t o all or any part of the Property, the Trustee shall have shall have the right t o foreclose by judicial foreclosure, provided by applicable law.

Trustee. Trustee shall meet all qualifications

rights and remedies set forth above, with the right t o foreclose by notice and in either case in accordance with and t o

Successor Trustee. Lender, at Lender's option. {ay from time t o time appoint s successor Trustee t~ any instrument executed and acknowledged by Lender and Trustee appointed under this Deed of Trust by nty, State o f Arizona. The instrument shall contain, in recorded in the office of the recorder of Pima the names o f the original Lender, Trustee, and Trustor. addition to all other matters required b y state and the name and address of the successor the book and page where this Deed of by Lender or its successors in interest. trustee, end the instrument shall be The successor trustee. without conveyance of t h e Property, shall succeed t o all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution o f Trustee shall govern t o the exclusion of all other p/ovisions for.substitution.

NOTICES. Any notice required t o be given under this Deed of Trust, including without limitation any notice of default and any notice of sale shall be given in writi g, and shell be e w i v e when actually delivered, when actually received by telefacsimile (unless otherwis required b y law),: when deposited with a nationally recognized overnight courier, or, if mailed, when dep ited in the United States mail, as first class, certified or registered mail postage prepaid, directed t o the addresses shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of an$ lien which has priority over this Deed of Trust shall be sent t o Lender's address, as shown near the begin ing of this Deed of Trust. Any party may change its

"

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NCB CEMGRIN P C G

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Loan No: 94895

8

DEED OF TRUST (Continued)

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Page 11

address for notices under this Deed of Trust by giving formal written not#% to the other parties, specifying that ses, Trustor agrees t o keep Lender ' the purpose of the notice is to change the party's address. For notice d or required by law, if there is informed at all times of Trustor's current address. Unless otherwi be notice given to all Trusters, more than one Trustor, any notice given by Lender to any Trustor is

ADDENDUM TO THE DEFINITION OF INDEBTEDNESS. The wor obligations and liabilities of Borrower/Grantor t o National City Bank, contingent, whether n o w existing or hereafter created, arising, evi extensions and modifications thereof and substitutions therefor) und designed t o protect Borrower/Grantor from fluctuations of interest including, b u t not limited to, dollar-denominated or cross-currency exchange agreements, interest rate caps, collars or floors, forward ra .-....-. Q W ~ ~4.:- J L I U U.S. Treii~uiylocks and U.S. Treasury " -...-UIILJ, ~ ~ , transactions. such as, bur not limited to, managing the Borrovver's any pending or potential capital market transactions such as fix cancellations, buybacks, reversals, terminations or assignments o f any

,.,-..
r. .. .' . -

VVUI

Q Y V C J ~ ,

II include any and all o f Lender, whether absolute or cquired (including all renewals, agreement, device ar arrangement hange rates or forward rates, agreements, forward currency cy or interest rate options, puts, iiy obie'ler inmest rate hedging rest rate risk associated with ues and any and all
is Deed of Trust:

MISCELLANEOUS PROVISIONS. The following miscellaneous provi

Ammdrnents. This Deed of Trust, together w i t h any Relate undemanding and agreement of the parties as to the matters set fo of or amendment t o this Deed of Trust shall be effective unless giv parties sought t o be charged or bound by the alteration or amendm
+3 -

Documents, constitutes the entire in this Deed of Trust. No alteration writing and signed b y the party or
i: g ,

Annual Reports. If the Property is usedkfor purposes other than Tru '& : residence, Trustor shall furnish t o s Lender, upon request a certified statement of net operating i n m x received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall&uire. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures e in connection with the operation o f the Property. Caption Headings. Caption headings in this Deed o f Trust are for co be used t o interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate create interest or estate in rhe Property at any time held b y or for the be the written consent of Lender. Governing Law. Wth respect to procedural matters related t o the rights against the Property, t i Deed of Trust will he governed by hs the extent not preempted by federal law, the laws of the State of of Trust will be governed by federal law applicable to Lender and law, the laws of the State of Ohlo without regard t o Its conflicts of i s a question about whether any provision of thls Deed of Trust is v questioned will be governed by whichever state or federal law w enforceable. The loan aansactio~lthat is evidenced by the Note far, considered, approved and made. and all necessary laan dacu the State of Ohio.
8'

ience purposes only and are not t o his Deed of Trust with any other Lender in any capacity, without
on and enforcement of Lender's l a w applicable to Lender w d to In all other respects, this Deed extent not preempted by federal ovlslons. However, if there ever enforceable. the provision that is nd the provision to be valid and is Deed of Trust has been applied have been accepted by Lender in

No Waiver by Lender. Lender shall not be deemed to have waivedi'any rights under this Deed of Trust omission o n the part o f Lender in unless such waiver is given in w i t i n g azd signed b y Lender. N o del right. A waiver by tender of a exercising any right shall operate as a waiver of such right or any r o f Lender's right otherwise to provision o f this Deed of Trust shall not prejudice or constitute a demand strict compliance with thaf provision ot any other provision Deed af Trust. No prior waiver I constitute a waiver of any of by Lender, nor any course of dealing between Lender and Trusto Lender's rights or of any of Trustor's obligations as t o any future trdfkactions. Whenever the consent of Lender is required under this Deed o f trust, the granring of such cogsent b y Lender in any instance shaIl not constitute continuing consent t o subsequent instances where such consent is required and in all cases
I '

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1 8 : l O FAX 1 2 1 6 8 3 9 2 8 8 1

NCB CIIAGRIN PCG

.$;*
%.

ri, '

DEED OF TRUST (Continued) -- --- such consent may be granted or wirhkeld in the s o b discr
Lean No: 94895

Page 12

this Deed of Trust t o be illegal, Severabifity. If a court of competent jurisdiction finds any pr e the offending provision illegal, invalid, or unenforceable as to any circumstance, that finding s the offending provision shall be invalid, or unenforceable as to any other circumstance, If offending provision cannot be so considered modified so that it becomes legal, valid and eniorcea otherwise required by law, the modified, it shall be considered deleted from this Deed o f Tru illegality, invalidity, or unenforceability o f any provision of this Dee&$@ Trust shall not affect the legality. validity or enforceability of any other provision of this Deed of

rust.&*'

'F s,,.t: Time is of the Essence. Time is of the essence in the performance os@s Deed of Trust.

Successors and Assigns. Subject t o *&y l i m i t a t i o r ~ stated in thi interest, this Deed o f Trust shall be binding upon and inure t o t h and assigns, If ownership o f the P r o p e q becomes vesred i n a pe notice to Trustor, may deal with Trustor's successors with Indebtedness by way of forbearance or extension without rele Deed of Trusr or liability under the Indebtedness.

of Trust on transfer of Trustor's it of t h e parties, their successors ther than Trustor, Lender, without t o this Deed of Trusr and the stor from the obligations of this

Waive Jury.

All parties t o &Is Deed of Tmst hereby waive th proceeding, or counterclaim brought by any party against any o a e r Waiver of Homestead Exemption. Trustor hereby releases and homestead exemption laws of the Stste of Arizona as to all lndebte DEFINITIONS. The following capitalized words and terms shall have Deed of Trust. Unless specifically stated t o the contrary, ail referen rn lawful money of the United States of America. Words and terms and the plural shall include the singular, as the context may require. this Deed of Trust shall have the meanings attributed t o such terms Beneficiary. The word "Beneficiary" means National City Bank, and

to any jury trial in any action,

es all rights and benefits of the secured by this Deed of Trust. llowing meanings when used in this dollar amounts shall mean amounts the singular shall include the plural, and terms not otherwise defined in niform Commercial Code: ccessors and assigns.

Borrower. The word "Borrower" means Kendall Tankersley and signing the Note.
Deed of Trust. The words "Deed of Trust" mean this Deed of Tr and includes without limitation all at&gnrnent and security inter Property and Rents. Dofault. The word "Default" means the Default set forth in "Default". Environmental Laws. The words "Environmental Lawsh mean any regulations and ordinances relating t o the protection of human limitation the Comprehensive Environmental Response, Comp amended, 42 U.S.C. Section 9601, et seq. ("CERCLAnJ, the Su A c t of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Section 1801, et seq., the Resource Conservation and Recovery other applicable stare or federal laws, rules, or regulations adopt

es all co-signers and co-makers

ng Trustor, Lender, and Trustee. ovisions relating to the Personal

of Trust in the section titled
state, federal and local statures, including without and Liability A c t of '1980,as mendrnents and Reauthorization Transportation Act, 49 U.S.C. ction 6901, et seq,, or
of

healthier the environment,

Event of Default- The words "Event of Default" mean any o f t h e ev TLust i n the events of default section of this Deed of Trust.

?!k default set forth in this Deed :&

of

Existing Indebted~less. The words "Existing Indebtedness" mean the

ebtedness described in the Existing

Liens provision of this Deed o f Trust.

Guaranw. The word *Guarantyn means the guaranty 'From yuaranto&endorser, surety, or accommodation Party t o Lender, including without limitation a guaranw of all or part of the Note.

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NCB CHAGRIN PCG

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Loan No: 94895

DEED OF TRUST (Continued)

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Hazardous Substances. The words "Hazardous Substances" && materials that, because o f their may cause of pose a present or quantity, concentration or physical, chemical or infectious c ed, treated, stored, disposed of, potential hazard t o human health or the environment when Hazardous Substancesw are used generated, manufactufed. transported or otherwise handled. I hazardous o r toxic substances, in their very broadest sense and include without limitation any I Laws. The term "Hazardous materials or wasre as defined by or listed under the Enviro Substances" also includes, without limitation, petroleum and p e t r o l 7 by-products or any fraction thereof and asbestos. . Improvements, Ths word "Improvements" means all existi structures, mobile homes affixed on the Real Property, faci canstrustion o n the Real Property.

d future improvementst buildings, additions, replacements and other

Indebtedness. The word "Indebtednessn means all principal, ir&est, and other amounts, costs and expenses payable under the Note or Related Documents, together#with ell renewals of, extensions of, modifications of, consolidations of and substitutions for the Note ted Documents and any amounts expended or advanced b y Lender t o discharge Trustor's obligati expenses incurred b y Trustee or interest o n such amounts as Lender to enforce Trustor's obligations under this Deed of Trust includes the future advances provided in this Deed of Trust. Specifically, without limitation, set forth i n the Future Advances provision, together with ail i n t and all amounts that may be provision of this indirectly secured by the Cross-Collate~~lization

Lender. The w a r d *f-enderw means ~ a G o n aGty Bank, its successa@,and assigns. l -

Note. The word "Note" means the promissory note dared Dec amount of $25,000.00 from Trustor t o Lender, together with all of, refinancings of, consolidations of, and substitutions for the pr TRUSTOR; THE NOTE CONTAINS A VARIABLE INTEREST RATE.

5, 2005, in the 0rig;nsI ~rincbal sls of, extensions of, modifications ry note or agreement. NOTICE TO

Personal Property. The words "Personal Proparty* mean all equii]ment, fixtures, and other articles of personal property n o w or hereafter owned by Trustor, and n o w or hyeafter attached or affixed to the Real Property: together with all accessions, parts, and additions to, all re*ements of, end all substitutions for, any of such property; end together with all proceeds (including wi$pul limitation all insurance proceeds and refunds of premiums1 from any sale or other disposition of the P$&rty.
Property. The word "Propem" means collectively the Real ~ r o ~ e r t y f m d Pefsonal Property. the
I

Real Property. The words "Real Property" mean the real property, i b e s t s and rights, as further described *! y' in this Deed of Trust. i a rm O ~ Y notes, credit agreements, loan Rdamd Documents. The words "Related Documentsw mean all pr agreements, environmental agreements, guaranties, security ag nts, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, a g r F e n t s and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

!$

R a t s . The w o r d "Rents" means all present and future rents, reve and other benefit$ derived from the Property. Tmstor. The w o r d "Trustor" means KQdall Tankersky.

, income,

~SSU~S, royalties,

profits,

TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF &IS DEED OF TRUST, AND TRUSTOR I-, .

AGREES TO ITS TERMS.

@I035

Loan No: 94895

Page 14

On this day before me, the u

- be the individual described i the Deed of Trust as his or

Given under my hand and official seal this

Notary PvbUc in and for the State of

(To be used yl&' To :

REQUEST FOR FULL ECONVl when obligati, ns have b

,Tru

The undersigned is the legal owner and holder o f all Ind btedness secured by this Deed of Trust have been fully paid and atisfied. you of any sums owing to you under the terms of this Deed of cancel the Note secured by this Deed of Trust (which is d livered to reconvey, without warranty, to the parties designated by the held by you under this Deed of Trust. Please mail the rec nveyan

,"

ee

I
I

d by this Deed of Tcust. All sums e hereby directed, upon payment to ursuant to any applicable statute. to etherwith this eked Of Trust), and is eked of Trust, the I.3state flow d 130cuments lo: