Community Impact S-1/A IPO registration (amended)

BORROWER AND LOAN INFORMATION

You should review the following information together with the detailed information in the Prospectus, including Semble’s financial statements and the risk factors beginning on page 12, before deciding whether to purchase the Notes.

The borrowing organization (the “Borrower”)

The Borrower	Eastridge Christian Assembly (“ECA”)
Non-Profit Classification	501(c)3
NAICS Code(s)	813110 – Religious Organization 624410 – Child Day Care Services
Business Description	Eastridge Church has two campuses, one located in Issaquah and the other in West Seattle, Washington (collectively referred to as Eastridge Church). The Church is organized for the purposes of carrying on the affairs and ministries of local church bodies. Eastridge Church was incorporated as a not-for-profit religious corporation under the laws of the State of Washington in December 1985 and is associated with the Northwest Ministry Network of the Assemblies of God. The purpose of Eastridge Church is to glorify God and expand the Kingdom of God through worship, instruction, fellowship, and evangelism.  Through its regional and national partnerships, it networks with churches all over the world for evangelism, discipleship, theological accountability, compassion and relief ministries. Eastridge Church is primarily supported with voluntary offerings from its members and friends. The Church also operates a school and childcare center serving the greater Issaquah community. In the fall of 2005, the Church began the process of partnering with an Assemblies of God church in West Seattle. In 2006, the Metro Church of West Seattle became a combined affiliate of Eastridge Christian Assembly, now known as Eastridge Church, organized as a separate nonprofit corporation with the same board members as Eastridge Church.
Governing Documents / Leadership Team	Bylaws and Articles of Incorporation are the primary official documents for an organization.  Bylaws are the rules that govern the internal management of an organization and are typically written by the organization's founders or directors.  The Bylaws of the Borrower are an important document to review because it outlines topics such as how directors are elected, how meetings of directors are conducted, and what officers the organization will have and their duties. Attached as Exhibit 1 are the Bylaws and Articles of Incorporation for the Borrower.  The current leadership team of the Borrower is shown below. · Steve Jamison – Lead Pastor · Larry Murrell – Executive Pastor · Pete Blum – Business Director · Cheryl Jamison – Executive Team Member

Borrower’s History	ECA has been an integral part of the Issaquah, WA community since its founding in 1964.  In 1966, the first sanctuary was constructed across the street from the current campus.  Then, in 1991, ECA purchased property approximately ¼ mile from the original location and built a 17,500 square foot facility which is still owned by ECA today.   In 1999, Steve and Cheryl Jamison joined ECA as the new Lead Pastors.  In 2002, the church purchased the main campus property and in 2008 the permits were approved to build the 72,000 facility.  Construction was completed in 2010. In addition to the growth realized by ECA over the years, in 2005, ECA was asked by Northwest Ministry Network to take over leadership of a West Seattle church.  Thus, ECA has two locations.
Commercial Credit Report	The commercial credit report, which includes the proprietary commercial credit score (the “Credit Report”) of the Borrower establishes the Borrower’s credit worthiness based on historical data on the Borrower.  The Credit Report includes demographic/public records information, financial information, and payment information on the Borrower. Attached as Exhibit 2 is the Credit Report of the Borrower.  The Credit Report has been provided by Dun & Bradstreet, Inc. (“DNB”).  The whitepaper included with the Credit Report provides understanding of how DNB integrates the information and produces the Credit Report.
Audited Financial   Statements	Audited financial statements have been prepared by a Certified Public Accountant on behalf of an organization adhering to Generally Accepted Accounting Procedures (GAAP).  Attached as Exhibit 3 are the audited financial statements on the Borrower as additional documentation on the financial condition of the Borrower.

Details on the corresponding loan to the Borrower (the “Borrower Loan”)

Borrower Loan Amount	Up to $8,000,000.
Minimum Funding Amount of the Borrower Loan	The minimum funding level for the Borrower Loan is$6,000,000. The Borrower Loan will not be originated between Semble and the Borrower unless commitments for the corresponding Notes are secured totaling at least the minimum funding level set by the Borrower.
Offered Interest Rate	The offered interest rate set by the Borrower is4.0%. The Borrower sets the offered interest rate, which is the maximum rate the Borrower will pay and which includes the servicing fee charged to the Borrower by Semble for servicing the loan.  The offered interest rate, less the servicing fee, determines the maximum interest rate that can be realized by the corresponding holders of the Notes.

Terms of Borrower Loan	The Borrower Loan documents shall consist of a loan agreement, a promissory note, and, when applicable, a deed of trust on any real estate properties provided as collateral for the Borrower Loan.  Sample templates of the Borrower Loan documents are attached hereto as Exhibit 4.  The specific terms will be included in the final loan documents.  The Borrower Loan documents between Semble and the Borrower provide the follows terms in addition to other terms outlined herein: · Simple-interest loan · Balloon payment due at maturity date · No prepayment penalties
Maturity Date	The Borrower Loan has a maturity date that is the same as the maturity date of the Notes that correspond to the Borrower Loan, which is5 years from the date the Borrower Loan is signed.
Servicing Fee	The servicing fee on the Borrower Loan is0.15%annualized. The Borrower is charged an annualized servicing fee on the outstanding balance of the Borrower Loan which is paid out of installment payments received on the Borrower Loan.  The servicing fee has equal priority of repayment to the interest payable on the Borrower Loan whereby all interest and principal payments are passed through to the holders of the Notes.
Required Monthly  Installment Payment	The required monthly installment payment for the Borrower Loan is set by applying the offered interest rate to the actual Borrower Loan amount originated between Semble and the Borrower.  The installment payment will be calculated when the Borrower Loan is originated using the following equation. As an example, assuming the minimum funding level, the required monthly installment payment would equal:   (Funding Level) X (Offered Interest Rate / # of payments per year) $6,000,000 * (4% / 12) = $20,000
Borrower Loan Security	The Borrower Loan will be secured obligation with a 2nd position lien on the real estate described in the Collateral section below.
Other Debt Obligations secured by the Collateral	The Borrower Loan will be in a subordinate lien position to a mortgage loan obligation the Borrower has with Evangelical Christian Credit Union (“ECCU”).  The total obligation with ECCU equals approximately $22,750,000 secured in a 1st position on the Collateral described below.  The interest rate on the ECCU obligation is 6.75% and the monthly installment payments equal $150,000.  The ECCU obligation matures on 4/1/13.

	Use of Proceeds		The schedule below is a use of proceeds in order of priority based on the amount of the Borrower Loan that is funded upon origination.  The schedule shows the minimum funding level through the Borrower Loan of $6,000,000.    Principal Repayment of the ECCU obligation $5,890,000 Financing Fees $110,000 As shown in schedule above, the entire amount of Borrower Loan will be used to pay down the ECCU obligation and cover the Borrower Loan related financing fees. Financing fees are assessed to all Semble loan originations and include the loan origination fee, which is based on the actual Borrower Loan amount funded in addition to other third-party expenses which may include escrow fees, title insurance fees, filing fees, etc.
Borrower Loan Impact Statement		By utilizing Semble financing with installment payments calculated based on an interest rate of 4%, ECA would be able to reduce the interest rate it is currently being charged by approximately 2.75% which, on the minimum funding level of $6,000,000, would be in excess of $150,000 per year in interest savings.

Details on the collateral securing the Borrower Loan (the “Collateral”)

24205 SE Issaquah Fall City Rd, Issaquah, WA 98029

Legal Description	BAAP S 51-12-53 W 562.01 FT & S 72-50-10 W 20.42 FT FR PT ON E LN OF NE 1/4 S 00-57-00 W 1113.14 FT FR NE COR TH CONT S 72-50-10 W 321.73 FT TH N 33-30-00 W 610.00 FT TH NELY ALG SELY MGN OF CO RD TAP N 00-57-00 E FR BEG TH S 00-57-00 W 964.50 FT TO BEG LESS POR FOR RD PER REC # 9808050409 + 411 "PORTION TAXABLE"
Zoning of Property	Residential (R1P)
Property Use	Owner Occupied (Commercial)
Property Description	The subject property is situated on a 398,138 square foot site, or 9.14 acres, with improvements represented by a 72,000 square foot religious facility in addition to an adjacent house on the property which is used for meetings and office space.  The property contains a main sanctuary that seats 1,500 persons that has the ability to transform into a dinner theatre, a youth sanctuary for 250 persons, eight classrooms, a green room for speakers, a commercial kitchen and a warming kitchen.  The building uses concrete block and wood beam construction.  The roof is composition shingles with metal roofing on a portion of the canopy area.   For further detail on the property, please refer to the property detail report provided by the King County Department of Assessments attached hereto as Exhibit 5.

Borrower Questionnaire and Risk Disclosure

The Borrower Questionnaire has been answered by the Borrower to identify additional risk disclosure information to lender members regarding the Borrower and corresponding Borrower Loan.

Q: Are there any outstanding or pending litigation against the Borrower?

A: No

Q: Are there any material changes in revenue sources that should be disclosed or are not represented in the financial information provided?

A: No

Q: Are there any material changes in operating expenses that should be disclosed or are not represented in the financial information provided?

A: No

Q: Are there any material changes in the Borrower's leadership (compensated or non-compensated leaders) that should be disclosed?

A: No

Q: Are there any employment issues or claims outstanding or pending?

A: No

Q: Are there any undisclosed environmental issues on any of the real estate related to the Borrower Loan that are known or reasonably should be known by the Borrow?

A: No

Q: Has the Borrower been in default in any obligations in the past 3 years?

A: No

Q: Has any of the key leadership of the Borrower (compensated or non-compensated) been involved in any pending or current litigation or judgments that could adversely impact their ability to serve the Borrower?

A: No

Q: Has any of the key leadership of the Borrower (compensated or non-compensated) ever been indicated or been convicted of a felony?

A: No

Additional Risk Factors Specific to the Notes

Our Notes involve a high degree of risk.  You should carefully consider the risks described in the “Risk Factors” section starting on Page 12 of the Prospectus as well as those below before making a decision to invest in the Notes.  If any of the following risks actually occurs, you might lose all or part of your investment in the Notes.  

Risks Related to Making a Loan to a Church Organization

Loss of the spiritual leadership of the Borrower may adversely affect the Borrower’s ability to repay the Borrower Loan corresponding to the Notes.

The loss of the senior pastor or other key spiritual leadership can have a tremendous impact on the health of the Borrower and a direct impact upon its financial strength.  Such loss can be precipitated by numerous events or situations, including, but not limited to death, disability, removal for cause and resignation.  Loss, for whatever reason, may reduce the ability of the Borrower to meet its financial commitments for ongoing operations, which would include the Borrower Loan upon which the Note repayment is dependent.

Change in any tax regulation may alter the tax-exempt status of the Borrower.

 The Borrower is a tax-exempt, 501c3, non-profit organization, which is granted favorable tax treatment as it relates to the Borrower, property owned by the Borrower, and the donations made by individuals.  Any changes to this tax-exempt status may materially adversely impact the financial strength of the Borrower through either higher expenses or reduced revenue, which would impair the Borrower’s ability to repay the Borrower Loan.

Risks Related to the Collateral

Collateral provided by the Borrower may be materially impacted due to zoning decisions made out of the control of the Borrower.

Master plan and zoning decisions are controlled by government jurisdictions and there are no assurances that such changes will not occur during the term of the Notes.  If such changes to the zoning of the Collateral do occur, the new zoning may have a negative impact on the value of the Collateral.

EXHIBIT 1

ARTICLES OF INCORPORATION AND

BYLAWS OF BORROWER

EXHIBIT 2

CREDIT REPORT OF BORROWER

EXHIBIT 3

AUDITED FINANCIALS OF BORROWER

EXHIBIT 4

SAMPLE BORROWER LOAN DOCUMENTS

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Loan Agreement”) is made this ___ day of ___________, 2012 by and between Semble, Inc., a Nevada corporation, having its principal office at 188 106^th Avenue NE, Suite 650, Bellevue, WA 98004 (the “Lender”), and Eastridge Christian Assembly, a Washington non-profit corporation, having its principal office at 24205 SE Issaquah-Fall City Road, Issaquah, WA 98029 (the “Borrower”).

RECITALS

A.

Borrower owns the certain real properties legally described inExhibit A hereto (collectively the “Property”).

B.

Borrower has a mortgage loan with Evangelical Christian Credit Union with a principal balance of approximately $23,000,000 (“ECCU Loan”).

C.

Lender and Borrower wish to enter into an agreement whereby (1) Lender will loan up to Eight Million and 00/100 Dollars ($8,000,000.00) to Borrower (the “Lender Loan”) to be used in connection with the use of proceeds schedule attached hereto as Schedule 1 (the “Loan and Use of Proceeds Schedule”).  

AGREEMENT

THEREFORE, in consideration of the covenants made in this Loan Agreement and in the attachments hereto, the parties agree as follows:

1.

Promissory Note.  Subject to the provisions of this Loan Agreement, Lender agrees to lend Borrower up to a maximum of Eight Million and 00/100 Dollars ($8,000,000.00), which shall be evidenced by a promissory note, a copy of which is attached asExhibit B (“Note”).  The amounts actually advanced on the Note shall be referred to as the “Loan.”  Borrower shall use the Loan proceeds to (i) reduce the principal amount of the ECCU Loan and (ii) cover refinancing costs.

2.

Deed of Trust.  As security for the Loan, Borrower shall execute a deed of trust in the form attached asExhibit C, pledging the Property as collateral (“Deed of Trust”).  The Deed of Trust shall be recorded concurrent with Closing of the Lender Loan.  This Loan Agreement, the Note and the Deed of Trust are referred to herein collectively as the “Loan Documents”.

3.

Initial and Annual Loan Fees.  Borrower agrees to pay to Lender for all costs and expenses incurred by Lender in connection with preparation and execution of the Loan Documents and closing of the Loan, including, but not limited to the cost of recording, title insurance, escrow, transfer taxes (if any), mortgage taxes (if any), certified copies of instruments and attorney fees and costs (“Initial Loan Fee”).  The entire balance of the Initial Loan Fee shall be paid in full concurrent with Closing of the Lender Loan.  In addition, Borrower agrees to pay to Lender an annualized servicing fee (“Servicing Fee”) equal to 0.15% of the outstanding principal balance of the Lender Loan to offset Lender’s ongoing operating expenses associated

with the Lender Loan (beginning concurrent with the date this Agreement is signed) which include, but are not limited to, (i) monthly loan serving services, (ii) third party legal, accounting and tax preparation expenses for investors providing the capital for the Lender Loan, (iii) banking and third-party indenture trustee costs (collectively the “Expenses”).  Borrower shall pay the Servicing Fee to Lender as part of the monthly installment payment on the Lender Loan.  All of the foregoing costs and expenses are referred to collectively as the “Loan Expenses.”  

4.

Right to Make Payments.  If mechanics liens or orders or assignments of contract are filed against the Property during the term of this Loan Agreement, Lender may pay and satisfy them.  If any taxes, assessments, sewer rents or water rates charged against the Property are not paid when due, Lender may pay them.  Payments made by Lender under this paragraph are added to the balance of the Note and secured by the Deed of Trust as if they were installments paid to Borrower.  Notwithstanding the foregoing, nothing in this paragraph shall be construed to create an obligation for Lender to make such payments.

5.

Conditions to Closing.  The obligation of Lender to make the Loan hereunder is subject to the fulfillment, to Lender’s satisfaction, by or on behalf of Borrower of the conditions set forth in this Section 5 on or before the Closing Date or the date of any subsequent advance of the Loan.  All documents and instruments referred to below or in any other such written instrument must be acceptable to Lender in form and content.  If Lender disburses funds without requiring the satisfaction of each of the foregoing conditions, Borrower’s obligation to meet the unsatisfied conditions shall not be deemed waived (unless specifically waived in writing by Lender) and Lender may require compliance with each of such conditions before further Loan proceeds, if any, are disbursed.

a.

Loan Documents.  All Loan Documents shall have been executed and delivered to Lender by Borrower and such other persons or entities as Lender may require and the Deeds of Trust shall have been duly recorded in the real property records the county in which the Property is situated.

b.

Loan Expenses.  Borrower shall have paid to Lender the Loan Expenses incurred as of the Closing Date or the date of any subsequent advance.

c.

UCC Searches.  Lender shall have received current uniform commercial code searches covering Borrower and such other persons and entities as Lender may require, and such searches reveal no filings related to or which could relate to the Property.

d.

Title Insurance.  Lender shall have received an ALTA standard coverage lender’s policy of title insurance (the “Title Policy”) from Chicago Title Company (or such other title insurance company as is acceptable to Lender, the “Title Company”) in an amount not less than the amount of the Loan, insuring the Deed of Trust as a lien on Borrower’s interest in the Property and reflecting liens, encumbrances and other exceptions to title reasonably acceptable to Lender.  The Title Policy shall contain such title insurance endorsements and reinsurance or coinsurance agreements as Lender may reasonably require.

e.

Litigation.  There shall be no litigation pending against Borrower, which in Lender’s opinion could or does affect Borrower’s ability to perform all of its obligations under the Loan Documents.

f.

No Condemnation.  There shall be no eminent domain or condemnation proceeding pending or threatened against the Property.  This condition shall be deemed satisfied if Lender has received condemnation proceeds or a cash deposit from Borrower sufficient in Lender’s judgment to pay the cost of all repairs necessary as a result of the condemnation and any related costs or expenses.

g.

Property Conditions.  The Property shall be in the same or better condition as it was upon execution of the Lender Loan and there shall be no casualty or damage to the Property, which in Lender’s opinion, impairs Lender’s security for repayment of the amounts owed under the Note and Loan Agreement and secured by the Deed of Trust.

h.

Other Conditions.  All other conditions or obligations under the Loan Documents to be complied with prior to the closing and funding of the Loan, shall have been complied with, and all of the representations and warranties of Borrower in the Loan Documents shall be true and correct in all material aspects.

6.

Borrower's Representations and Warranties.  Borrower represents and warrants to Lender that (i) the following are true as of this date, and shall remain true, and (ii) Borrower shall comply with all of its obligations under this Section 6, so long as any amount is still outstanding under the Note or the Loan Documents:

a.

Legal Standing.  Borrower is duly organized and validly existing under the laws of the State of Washington and is qualified to do business in the State of Washington.  Borrower is not a “foreign person” within the meaning of Section 1445 and 7701 or the Internal Revenue Code.

b.

Authority.  Borrower has the power to enter into and perform its obligations under the Loan Documents and Borrower has duly authorized the person signing the Loan Documents to do so.

c.

Binding Agreement.  The Loan Documents constitute valid and legally binding obligations of Borrower, enforceable in accordance with their terms.

d.

No Default.  Borrower’s execution and performance of its obligations under the Loan Documents will not violate any agreement or instrument by which Borrower is bound, and will not result in a default under any such agreement or in the imposition of any lien or encumbrance upon any of Borrower’s assets except as created by the Loan Documents.

e.

Title.  Upon Closing, Borrower will have marketable title to the Property, free of any security interest, lien, or other encumbrances, except as evidenced in the Title Policy or the Loan Documents or as specifically disclosed in writing to Lender.

f.

Insurance.  Borrower has and will maintain property insurance on the Property, liability insurance with respect to its business and other insurance in accordance with the

requirements of the Deed of Trust.  Borrower shall provide Lender with verification of this insurance coverage and shall name Lender as an additional named insured on all Borrower insurance policies.

g.

Hazardous Waste.  To the best of Borrower’s knowledge (1) there are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below), (2) there are no underground storage tanks located on the Property; and (3) there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Laws at the Property.

The term “Hazardous Substances” shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state or local law, regulation, or ordinance (“Environmental Law”) governing any substance that could cause actual or suspected harm to human health or the environment.  The term “Hazardous Substances” specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.

7.

Borrower’s Affirmative Covenants.  So long as the Borrower shall have obligations under the Loan Documents and, until payment in full of each Loan and performance of all other obligations of Borrower hereunder, Borrower will, unless Lender shall otherwise consent in writing:

a.

Preservation of Existence, Etc.  Maintain its existence as a nonprofit corporation qualified to do business in the State of Washington.

b.

Compliance with Laws.  Comply with all material laws, statutes, ordinances, regulations, covenants, conditions and restrictions now or hereafter affecting Borrower or the operations thereof, and it will not commit, suffer or permit any act to be done in violation of any law, ordinance or regulation, except, in each case, where such noncompliance or act would not have a material adverse effect upon Borrower’s assets, operations or financial condition.

c.

Payment of Taxes.  File or caused to be filed all federal, state and local tax returns or information returns which are required to be filed with respect to Borrower and pay or cause to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due and payable other than those payable without penalty or interest;provided,however, Borrower shall not have to pay any such taxes so long as Borrower shall contest, in good faith and at its cost and expense, in its own name and behalf, the amount or validity thereof, in an appropriate manner or by appropriate proceedings; andprovided,further, that each such contest must operate during the pendency thereof to prevent the collection of or other realization upon such tax, and to prevent the sale, forfeiture, or loss of its property or any part thereof.

d.

Inspection Rights.  Permit Lender or its duly authorized representatives and agents (i) access (wherever regularly located) during normal business hours, upon reasonable advance notice, to the books and records of Borrower, and to make such books and records available for audit, inspection and copying, at reasonable times, upon reasonable advance notice

and under reasonable conditions to Lender and its duly authorized representatives and (ii) to discuss the affairs, finances, and accounts of Borrower with appropriate officers of Borrower and its respective representatives and agents.

e.

Keeping of Books.  Keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of Borrower in accordance with GAAP consistently applied.

f.

Insurance.  Maintain or cause to be maintained, with insurance companies, insurance of such type, against such risks and in such amounts and with deductions as are consistent with coverage as are customarily carried by organizations similar to that of Borrower, which insurance shall include property damage, fire and extended coverage, general liability and property damage liability insurance; Lender will be named an additional insured under all such policies.  Borrower shall at all times also maintain worker’s compensation coverage as required by the laws of the State of Washington.

g.

Financial Statements and Other Reports.  Furnish to Lender its financial statements, whether audited or unaudited, as of the end of each of its fiscal year and for the fiscal year ended on such date, and promptly upon the request of Lender, such other information regarding the financial position, results of operations, business or prospects of Borrower, as such party may reasonably request from time to time.

h.

Notice of Certain Events.  Provide Lender notice:

(i)

promptly in writing of the occurrence of any Event of Default or any event which, with the passage of time or service of notice, or both, would constitute an Event of Default, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto;

(ii)

promptly in writing of the occurrence of any “default,” “loan agreement default,” or “event of default” or any event which, with the passage of time or service of notice, or both, would constitute a “default,” “loan agreement default,” or “event of default,” specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto;

(iii)

promptly in writing of the occurrence of the filing of any petition in bankruptcy (or other commencement of a bankruptcy or similar proceeding) by or against Borrower, under the Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; and

(iv)

of any significant adverse change since the latter of the date hereof or the date of the most recent notice given pursuant to this Section in the financial condition of Borrower within ten (10) days of the occurrence of the circumstances giving rise to the adverse change.

i.

Payment of Obligations. Pay when due all of its obligations and liabilities, except where the same are being contested in good faith by appropriate proceedings diligently prosecuted and, if so required by Lender, for which appropriate reserves for the accrual of same satisfactory to Lender are maintained.

j.

Additional Instruments.  Execute and deliver such additional instruments and to perform such additional acts as may be necessary, in the reasonable opinion of Lender, to carry out the intent of the Loan Documents or to perfect or give further assurances of any of the rights granted or provided for in the Loan Documents.

k.

Condition of Property.  Maintain and preserve the Property in a good and marketable condition, free from any Hazardous Substances and in compliance with all Environmental Laws.

8.

Borrower’s Negative Covenants. So long as Borrower shall have obligations under the Loan Documents and, until payment in full of each Loan and performance of all other obligations of Borrower hereunder, Borrower will not, unless Lender shall otherwise consent in writing:

a.

Dissolution, Merger, Sale of Assets.  Dissolve, sell or otherwise dispose of all or substantially all of its assets or consolidate with or merge into another corporation.

b.

Negative Pledges.  With the exception of the ECCU Loan, create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Property described in the Deed of Trust or other property of Borrower, without prior written consent of Lender.

c.

Debt.  Incur, create, assume or permit to exist any indebtedness except as contemplated by the Loan Documents or the ECCU Loan.

d.

Diversion of Funds for Unrelated Purposes.  Divert any substantial part of its corpus or income for a purpose or purposes other than those for which Borrower is organized and operated.

9.

Indemnification. Borrower agrees to pay for and indemnify, defend and hold harmless Lender and its Members for all damages, causes of action, claims, liens for materials, labor or services furnished to make improvements on the Property, judgments and liabilities (including attorney’s fees and costs) arising from or related to the Property and the operation of Borrower. Borrower shall defend against any action or proceeding brought against Lender and its Members on these liens or claims.  Lender and its Members shall not be liable to Borrower, or any person or entity claiming through Borrower, in connection with the Loan or the Loan Documents.

10.

Defaults.  Any of following shall constitute an “Event of Default”:

a.

Assignment of this Loan Agreement without prior written consent of Lender, which may be granted or withheld in Lender’s sole discretion.

b.

The improvements on the Property are, in the judgment of Lender, materially injured or destroyed by fire or other casualty and will not or cannot be restored or rebuilt through insurance proceeds or otherwise.

c.

A petition in bankruptcy is filed by or against Borrower; a receiver or trustee of Borrower’s property is appointed; Borrower files a petition for reorganization under any of the provisions of the Bankruptcy Act or of any other law; Borrower makes an assignment for the benefit of creditors, without Lender’s prior consent; or is judged insolvent by any state or federal court.

d.

Any material breach by any party under the terms set forth in the Lender Loan.

e.

Borrower breaches any other obligation in the Loan Documents, including the failure to make any required payment when due.

f.

The failure of any representation or warranty made by or on behalf of Borrower in connection with the Loan or the Loan Documents to be correct when made.

g.

A material adverse change in Borrower’s financial condition.

h.

Any event occurs which results in an adverse change in Borrower’s operations and financial condition which gives Lender reasonable grounds to believe that Borrower may not, or will be unable to, perform or observe in the normal course its obligations under any of the Loan Documents.

i.

Any default by Borrower under any other loan agreement with any third party.

11.

Remedies.  Upon an Event of Default, Lender may exercise any or all of the remedies available under the Loan Documents, or by law. Lender's remedies, after the occurrence of an Event of Default include, but are not limited to, the following:

a.

Lender's obligation to make any additional advances shall cease.

b.

At Lender’s option, all unpaid principal and accrued interest payable under the Note and this Loan Agreement shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower expressly waives.

c.

Lender may, in Lender’s sole discretion, continue to make additional advances without giving up or waiving any of its rights.

No remedy conferred upon or reserved to Lender under the Loan Documents, or at law or in equity shall be exclusive to any other remedy available to Lender, and, to the extent permitted by applicable law, all such remedies shall be cumulative and in addition to every other remedy available to Lender. Lender’s failure to take any of the actions available to it after the occurrence of an Event of Default shall not affect Lender’s right to later pursue any or all of its remedies against Borrower with regard to that Event of Default.  Lender’s waiver of its rights in regard to one Event of Default shall not affect Lender’s rights or remedies upon the occurrence of any later or other Event of Default.

12.

Modification.  This Loan Agreement cannot be changed or modified without the express written consent of the parties hereto.

13.

Effectiveness.  This Loan Agreement shall continue in full force and effect so long as Borrower remains obligated to Lender under this Loan Agreement or the Note.

14.

Assignment; Successors.  Lender may assign all or part of its interest under the Loan Documents to any person without affecting Borrower’s liability under the Loan Documents.  Lender shall notify Borrower of any such assignments.  Notwithstanding anything to the contrary herein, Borrower shall not assign its rights or interests under any of the Loan Documents to any person or entity without Lender’s prior written consent, which may be withheld in Lender’s sole and absolute discretion.  Subject to the foregoing, this Loan Agreement shall apply to and bind the parties’ successors and assigns.

15.

Attorneys’ Fees.  In the event that an attorney be employed or expense be incurred to compel payment of the Note or any portion thereof or in connection with any default by Borrower hereunder or under the Note, whether or not an action is commenced by Lender, Borrower promises to pay all such expense and attorneys’ fees, including but not limited to, attorneys’ fees incurred in any bankruptcy or judicial or non-judicial foreclosure proceedings.

16.

Notices.  Any notices required or permitted to be given under this Loan Agreement or any other Loan Document shall be given in writing, and shall be deemed given: (a) upon personal delivery; (b) upon receipt via certified mail, postage prepaid with return receipt; or (c) upon receipt when sent via any other form of delivery.  Notice shall be sent to the parties’ address set forth below its signature, or as the parties subsequently designate in writing.

17.

No Oral Agreements.  No oral agreement to waive or modify any term of the Note, this Loan Agreement, or any of the Loan Documents will be effective.

18.

Interpretation.  This Loan Agreement shall be given a fair and reasonable interpretation in accordance with the words contained in it without regard to whether a provision was drafted by one party or its counsel.

19.

Applicable Law.  This Loan Agreement shall be governed by, construed, and enforced under the laws of the state of Washington.  If a court of competent jurisdiction determines that any portion of this Loan Agreement is invalid or unenforceable, that determination shall not affect the validity or enforceability of the remaining provisions of this Loan Agreement.

20.

Counterparts; Facsimile.  This Loan Agreement may be executed in one or more counterpart, which together shall constitute one and the same instrument.  A party hereto may deliver an executed counterpart to the other party by facsimile or other electronic means of transmission and such transmission shall constitute delivery.  At the request of the other party, a party shall confirm execution of this Loan Agreement as so transmitted by delivering an original counterpart.

[Remainder of this page intentionally left blank.]

The parties have executed this Loan Agreement, effective as of the date set forth above.

Eastridge Christian Assembly,                          a Washington non-profit corporation,
___________________________________ By:  _______________________________ Its:  _______________________________

___________________________________ By:  _______________________________ Its:  _______________________________ Semble, Inc.,                                                                       a Nevada corporation,
___________________________________ By:  Todd R. Tarbert, President


___________________________________ By:  Chris Walcott, Treasurer

Address:	Address:
24205 SE Issaquah-Fall City Road Issaquah, WA  98029	188 106th Avenue NE, Suite 650 Bellevue, WA  98004

Exhibit A

(Legal Description)

BAAP S 51-12-53 W 562.01 FT & S 72-50-10 W 20.42 FT FR PT ON E LN OF NE 1/4 S 00-57-00 W 1113.14 FT FR NE COR TH CONT S 72-50-10 W 321.73 FT TH N 33-30-00 W 610.00 FT TH NELY ALG SELY MGN OF CO RD TAP N 00-57-00 E FR BEG TH S 00-57-00 W 964.50 FT TO BEG LESS POR FOR RD PER REC # 9808050409 + 411 "PORTION TAXABLE"

Exhibit B

PROMISSORY NOTE

FOR VALUE RECEIVED, on this __ day of ___________, 2012 (the “Effective Date”), Eastridge Christian Assembly, a Washington non-profit corporation (“Maker”') promises to pay to Semble, Inc., a Nevada corporation, or order, (“Holder”), at 188 106^th Avenue NE, Suite 650, Bellevue, WA 98004, or such other place as Holder may designate in writing from time to time, the principal sum described below, plus interest on the unpaid balance owing hereunder, all as provided for in that Loan Agreement dated ________________ by and between Maker and Holder (“Loan Agreement”), pursuant to which this Note is issued, executed and delivered to Holder, on the terms and conditions set forth in this Note.  Capitalized terms not defined herein shall have the meanings set forth in the Loan Agreement.

1.

Principal Amount.  The total amount due and payable under this Promissory Note (“Note”) shall be up to Eight Million and 00/100 Dollars ($8,000,000.00).  The Principal amount shall be established as an obligation of Maker to Holder when it is disbursed by Holder to Maker as funds become available for disbursement.

2.

Interest.  The outstanding principal balance (including Loan Expenses and any other amounts owing under the Loan Agreement) shall accrue interest until paid in full at the rate of _____ percent (__%) per annum.  Interest shall be calculated at the loan rate divided by 365, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.  .

3.

Payment.  The entire unpaid principal balance (including Loan Expenses and any other amounts owing under the Loan Agreement), plus accrued interest, shall be due and payable five (5) years from the Effective Date of this Promissory Note. Maker shall make monthly Installment Payments of ______________ Thousand ______________ Hundred ____________ and 00/100 Dollars ($___________) with the first Installment Payment commencing one month from the Effective Date of this Promissory Note and thereafter on the same day of each and every subsequent month.  “Installment Payment” means the set monthly loan payment amount established at the onset of the loan and as adjusted in the event of a reduction in the principal amount of the Note.  Both principal and interest shall be payable in lawful money of the United States of America.

4.

Prepayment Rights.  Maker shall have the right to prepay this Note in whole at any time, and in part at any time and from time to time, without premium or penalty.  No partial prepayment shall, without Holder’s written consent, modify the amount of subsequent payments due hereunder.  Holder shall not be required to advance any principal prepaid or repaid hereunder.

5.

Events of Default.  The occurrence of any one or more of the following shall be an “Event of Default” under this Note:

a.

Maker fails to make any payment when due under the terms of this Note; or

b.

The occurrence of an Event of Default under the Loan Agreement.

c.

Any default by Maker under any other loan agreement with any third party.

6.

Remedies; Default Interest.  Upon an Event of Default, Holder shall provide to Maker written notice describing the default and the actions required to cure the default. If Maker fails to cure the default within 30 days following receipt of the written notice of default, Holder may declare the entire unpaid principal balance on this Note and all accrued interest thereon immediately due and payable, without notice.  Whether or not Holder exercises its option to accelerate, all amounts of principal and interest past due shall bear interest at the rate of eighteen percent (18%) per annum from and after the date of the Event of Default (“Default Rate”).  If Holder does not receive any payment within fifteen (15) days of the payment due date under this Note, Maker shall pay to Holder a late fee equal to five percent (5%) of the payment due but not timely paid.  The foregoing remedies shall be in addition to all other rights and remedies of Holder under the Loan Documents.

7.

Application of Payment.  Any payment made pursuant to this Note shall be applied first to Loan Expenses due and payable, then to other amounts due and payable under the Loan Agreement, then to fees payable under this Note, then to accrued interest,  and then to principal.

8.

No Waiver.  Failure to exercise any right contained in this Note by the Holder shall not constitute a waiver of the right to exercise such right in the event of any subsequent Default.  The obligations of the Maker under this Note are absolute, unconditional and irrevocable.  All payments required hereunder shall be made without any setoff, counterclaim, deduction or withholding whatsoever.  Time is of the essence of this Note and of each and every provision hereof.

9.

Severability / Governing Law.  In case one or more of the provisions contained in this Note shall for any reason be unenforceable, invalid or illegal in any respect, such unenforceability, invalidity or illegality shall not affect any other provisions of this Note, but this Note shall be construed as if such unenforceable, invalid or illegal provisions had not been contained herein or if it is equitable under the circumstances, such unenforceable, invalid or illegal provisions shall be reformed, amended and/or construed so as to be enforceable, valid or legal.  This Note shall be construed and given effect in accordance with the laws of the State of Washington.

10.

Collection Charges and Costs.  In the event the Holder pursues collection on this Note, whether or not suit is brought, to enforce this Note or to obtain a declaration of its rights hereunder, Maker shall pay reasonable attorneys’ fees, in addition to all costs and other expenses of such action.  Further, a collection fee of as much as five percent (5%) will be assessed to any amounts that are obtained through the collections process.  All such amounts shall be secured by the Deed of Trust.

11.

Waiver of Presentment. Maker hereby waives presentment, demand, notice of dishonor, protest and notice of non-payment and protest.

12.

Security.  This Note is secured by a Deed of Trust granted by Maker to Holder, as may be amended from time to time, upon the real property described therein.  Reference is made to such

Deed of Trust for further rights of acceleration of the indebtedness evidenced by this Note, and for further obligations of the parties hereto as to payment of taxes and insurance.  The parties further agree that upon nonpayment of any payment when due, or upon an Event of Default, Holder may exercise all rights pursuant to the Deed of Trust securing this Note and other applicable law.

13.

Due on Sale.   Upon the sale or attempted transfer of any real property subject to the Deed of Trust, this Note may become immediately due and payable, at Holder’s option, without further notice to Maker.

14.

Notices.  Any notice, request, or demand to or upon Holder or Maker shall be deemed to have been properly given or made when delivered in accordance with the Section 15 on “Notices” in the Loan Agreement.

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ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

MAKER:

Eastridge Christian Assembly,

a Washington Non-profit Corporation,

By:  

Its:

______________________________________

By:

Its:

Accepted by:

HOLDER:

Semble, Inc.,                                                                                                    

a Nevada corporation,

______________________________________

By:  Todd R. Tarbert, President

______________________________________

By:  Chris Walcott, Treasurer

Exhibit C

When recorded mail to:

Semble, Inc.

Loan Servicing Department

188 – 106^th Avenue NE, Suite 650

Bellevue, Washington 98004

DEED OF TRUST

Grantor

Eastridge Christian Assembly

Grantee

Semble, Inc.

Trustee

Chicago Title Company

Assessor's property tax parcel(s)/account number(s)  [INSERT 1]

Abbreviated legal description  [INSERT 2]

Borrower

Eastridge Christian Assembly

24205 SE Issaquah-Fall City Rd.

Issaquah, WA  98029

	Lender Semble, Inc. 188 – 106th Avenue NE, Suite 650 Bellevue, Washington 98004
Grantor Eastridge Christian Assembly 24205 SE Issaquah-Fall City Road Issaquah, WA  98029	Trustee ________________________ ________________________

THIS DEED OF TRUST IS DATED [DATE], among the borrower ("Borrower"), grantor ("Grantor"), lender ("Lender" or "Beneficiary"), and trustee ("Trustee") identified above.

CONVEYANCE AND GRANT.  For valuable consideration, Grantor conveys to Trustee in trust with power of sale, right of entry, and possession and for the benefit of Lender as Beneficiary all of Grantor's right, title, and interest in and to the real property described on Exhibit A attached hereto and incorporated by this reference, together with all existing or subsequently erected or affixed buildings, improvements, and fixtures, all easements, rights of way, and appurtenances, all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights), and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal, and similar matters ("Real Property").  Grantor hereby assigns as security to Lender, all of Grantor's right, title, and interest in and to all future leases, Rents, and profits of the Property.  This assignment is to be recorded in accordance with RCW 65.08.070, and the lien created by this assignment is intended to be specific, perfected and choate upon the recording of this Deed of Trust.  Lender grants to Grantor a license to collect the Rents and profits, which license may be revoked at Lender's option and shall be automatically revoked upon acceleration of all or part of the Indebtedness.

THIS DEED OF TRUST IS INTENDED ALSO AS A FIXTURE FILING AND IS TO BE INDEXED NOT ONLY AS A DEED OF TRUST BUT ALSO AS A FIXTURE FILING.

DEFINITIONS.  The following words shall have the following meanings when used in this Deed of Trust.  Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code.  All references to dollar amounts shall mean amounts in lawful money of the United States of America.

Beneficiary.  The word "Beneficiary" means the beneficiary identified above and its successors and assigns.  Beneficiary is also referred to as Lender in this Deed of Trust.

Borrower.  The word "Borrower" means the borrower identified above.

Deed of Trust.  The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents.

Grantor.  The word "Grantor" means the grantor identified above.

Guarantor.  The word "Guarantor" means and includes without limitation any and all guarantors, sureties, and accommodation parties in connection with the Indebtedness.

Improvements.  The word "Improvements" means and includes without limitation all existing and future improvements, fixtures, buildings, structures, additions and other construction on the Real Property.

Indebtedness.  The word "Indebtedness" means all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Borrower or Grantor or expenses incurred by Trustee or Lender to enforce obligations of Borrower or Grantor under this Deed of Trust or any of the Related Documents, together with interest on such amounts as provided in the Note.

Lender.  The word "Lender" means the lender identified above and its successors and assigns.

Note.  The word "Note" means the Note dated on or about [DATE], in the principal amount of [LOAN AMOUNT] from Borrower to Lender, together with all renewals, extensions, modifications, refinancings, and substitutions for the Note.  The maturity date of the Note, if not sooner paid, is __________.

Personal Property.  The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property, together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property, and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property.

Property.  The word "Property" means collectively the Real Property and the Personal Property.

Real Property.  The words "Real Property" mean the property, interests, and rights described above in the "Conveyance and Grant" section.

Related Documents.  The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

Rents.  The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property.

Trustee. The word "Trustee" means the trustee identified above and any substitute or successor trustees.

THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST.  THIS DEED OF TRUST ARE GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:

BORROWER'S WAIVERS AND RESPONSIBILITIES.  Except as otherwise required under this instrument or by applicable law, (a) Borrower agrees that Lender need not tell Borrower about any action or inaction Lender takes in connection with this instrument, (b) Borrower assumes the responsibility for being and keeping informed about the Property, and (c) Borrower waives any defenses that may arise because of any action or inaction of Lender, including without limitation any failure of Lender to realize upon the Property or any delay by Lender in realizing upon the Property, and Borrower agrees to remain liable under the Note no matter what action Lender takes or fails to take under this instrument.

GRANTOR'S WAIVERS.  Grantor waives all rights or defenses arising by reason of any "one action" or "anti-deficiency" law, or any other law that may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale.  Grantor waives any defenses that may arise because of any action or inaction of Lender, including without limitation any failure of Lender to realize upon the Property or any delay by Lender in realizing upon the Property.  Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or nonpayment to Grantor, Borrower, or any other party to the Indebtedness or the Property.  Lender may do any of the following with respect to any obligation of any Borrower, without first obtaining the written 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 Property or other security.  No such act or failure to act shall affect Lender's rights against Grantor or the Property.  If now or hereafter (a) Borrower shall be or become insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged for the Indebtedness, Grantor hereby forever waives and relinquishes in favor of Lender and Borrower and their respective successors any claim or right to payment Grantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Grantor be or become a "creditor" of Borrower within the meaning of 11 USC Section 547(b) or any successor provision of the federal bankruptcy laws.

GRANTOR'S REPRESENTATIONS AND WARRANTIES.  Grantor warrants that Grantor has the full power and right to enter into this Deed of Trust and to hypothecate the Property for the Indebtedness.  Grantor is granting this instrument at the request of Borrower and not at the request of Lender.  Grantor has the means to remain informed concerning Borrower's financial condition, and Grantor agrees that Lender has no obligation whatsoever to inform Grantor of Borrower's financial condition or performance of the Note and Related Documents.

POSSESSION AND MAINTENANCE OF THE PROPERTY.  Grantor agrees that Grantor'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, Grantor may (a) remain in possession and control of the Property, (b) use, operate or manage the Property, and (c) collect any Rents from the Property.  The following provisions relate to the use of the Property or to other limitations on the Property.  THE REAL PROPERTY IS NOT USED PRINCIPALLY FOR AGRICULTURE OR FARMING PURPOSES (IT IS NOT USED TO PRODUCE CROPS, LIVESTOCK, OR AQUATIC GOODS).

Duty to Maintain.  Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value.

Hazardous Substances. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this Deed of Trust, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 USC Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99 499 ("SARA"), the Hazardous Materials Transportation Act, 49 USC Section 1801, et seq., the Resource Conservation and Recovery Act, 49 USC Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant to any of the foregoing.  Except as disclosed to and acknowledged by Lender in writing, Grantor represents, warrants, and agrees to and with Lender that (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, or about 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 those laws, regulations, and ordinances described above.  Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust.  Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person.  The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for hazardous waste.  Grantor hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws to the extent that the claim arises from activities on the Property after the date of this Deed of Trust and (b) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring after the date of this Deed of Trust.  The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise.

Nuisance, Waste.  Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property.  Specifically without limitation, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), soil, gravel or rock products without the prior written consent of Lender.

Removal of Improvements.  Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender.  As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value.

Lender's Right to Enter.  Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust.

Compliance with Governmental Requirements.  Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property.  Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized.  Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.

Duty to Protect.  Grantor agrees neither to abandon nor leave unattended the Property.  Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property.

ADA/FHAA Compliance.  So long as this Deed of Trust remains outstanding, Grantor will, at its own cost and expense, in respect of the Property and in respect of Grantor's business activities at or within the Property (a) comply with all requirements of the federal Americans with Disabilities Act ("ADA") and the federal Fair Housing Amendments Act of 1988 ("FHAA") and the rules and regulations promulgated thereunder ("Rules"), to the extent applicable to Grantor's ownership, management, operation, leasing, use, construction, reconstruction, repair, remodeling, rehabilitation, or alteration of the Property or any part thereof, (b) immediately provide to Lender written notice (and copies of) any and all notices of actual, potential, or alleged violations of the ADA, the FHAA, or the Rules and any and all governmental investigations or regulatory actions instituted or threatened against Grantor or the Property or Grantor's business activities at or within the Property regarding the ADA, the FHAA, or the Rules, and (c) furnish to Lender, from time to time whenever reasonably requested by Lender, a Compliance Assessment, in form and substance reasonably satisfactory to Lender, prepared by an architect or engineer with skill, experience, and reputation acceptable to Lender, in the field of compliance with the ADA or the FHAA, as applicable.

DUE ON SALE OR ENCUMBRANCE - CONSENT BY LENDER.  Lender may, at its option, (a) declare immediately due and payable all sums secured by this Deed of Trust or (b) increase the interest rate provided in the Note or other document evidencing the indebtedness and impose such other conditions as Lender deems appropriate, upon the sale or transfer, without the Lender's prior written consent which consent shall not be unreasonably withheld, of all or any part of the Real Property, or any interest in the Real Property.  A "sale or transfer" means the conveyance of Real Property or any right, title, or interest therein, whether legal or equitable, whether voluntary or involuntary, whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than five years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of Real Property interest.  An "encumbrance" is any lien, deed of trust, mortgage, or other instrument by which the Real Property is encumbered voluntarily or involuntarily.  

TAXES AND LIENS.  The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust.

Payment.  Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property.  Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due, except for the existing indebtedness referred to below, and except as otherwise provided in this Deed of Trust.

Right to Contest.  Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized.  If a lien arises or is filed as a result of nonpayment, Grantor shall within thirty days after the lien arises or, if a lien is filed, within thirty days after Grantor 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 an amount sufficient to discharge the lien plus any costs and attorney fees or other charges that could accrue as a result of a foreclosure or sale under the lien.  In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property.  Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.

Evidence of Payment.  Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or 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 Construction.  Grantor shall notify Lender at least thirty days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials and the

cost exceeds $5,000.  Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements.

PROPERTY DAMAGE INSURANCE.  The following provisions relating to insuring the Property are a part of this Deed of Trust.  Grantor will keep the following insurance coverages in effect with respect to the Property by an insurance company chosen by Grantor, subject to Lender's approval which will not be unreasonably withheld:

Special form property and fire insurance (with extended coverage endorsement including malicious mischief and vandalism) in an amount not less than the full replacement value of the Property (with a deductible not to exceed $10,000), naming Lender as mortgagee under the policy and as loss payee under a lender's loss payee endorsement and including agreed amount (where applicable), equipment breakdown (where applicable), Law and Ordinance (where applicable) and a "replacement cost endorsement" without deduction for depreciation.

Flood risk insurance in the maximum amount of insurance coverage available or the full replacement cost of the buildings on the Realty, whichever is less, if the Realty is now or hereafter designated as being located within a special flood hazard area under the Flood Disaster Protection Act of 1973 and if flood insurance is available.

For rental properties, loss of rental value insurance and/or business interruption insurance, as follows:  If all or any portion of the Property is rented or leased, loss of rental value insurance in an amount equal to six months aggregate gross rents from the Property as is so occupied.  If all or any portion of the Property is occupied by Borrower, business interruption insurance in an amount equal to six months net income from such portion of the Property as is so occupied.  The amount(s) of such coverage(s) shall be subject to adjustment, from time to time at Lender's request, to reflect changes in the rental and/or income levels during the term of the Loan.

Comprehensive general liability insurance in an amount not less than $2,000,000 combined single-limit liability coverage per occurrence, or in such greater amounts(s) as Lender may reasonably require, insuring against personal injury, death and property damage (including coverage for elevators and escalators, if any, on the Property),  and naming Lender as additional insured.

Such other types of insurance or endorsements to existing insurance as may be required from time to time by Lender in accordance with its standard commercial lending practices for similar properties and transactions.

Upon the request of Lender, Borrower shall increase the coverages under any of the insurance policies required to be maintained hereunder or otherwise modify such policies in accordance with Lender's standard commercial lending practices for similar properties and transactions.  All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which the Property is located and having a Best's Rating-Financial Size Rating of A:VIII or better as determined and published by A.M. Best Company, and shall be in form acceptable to Lender.  Certificates of all insurance required to be maintained hereunder shall be delivered to Lender (which may include the requirement of an Acord 27 or 28 "Evidence of Property Insurance" form as to property insurance)  prior to or contemporaneously with Borrower's execution of this Instrument.  All such certificates shall be in form acceptable to Lender and shall require the insurance company to give to Lender at least thirty days prior written notice before canceling the policy for any reason or materially amending it.  Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Lender at least thirty days before termination of the policies being renewed or substituted.  If any loss shall occur

at any time while an Event of Default shall have occurred and shall be continuing hereunder, Lender shall be entitled to the benefit of all insurance policies held or maintained by Borrower, to the same extent as if same had been made payable to Lender, and upon foreclosure hereunder, Lender shall become the owner thereof.  Lender shall have the right, but not the obligation, to make premium payments, at Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and such payments shall be accepted by the insurer to prevent same.   Without limiting the foregoing, if Borrower fails to procure and maintain any insurance required under this Instrument, Lender may (but shall not be obligated to) procure and maintain such insurance, at Borrower's expense, in the amounts provided above or in such lesser amounts as Lender may deem appropriate, in order to protect Lender's interest in the Property.  Such insurance purchased by Lender may, but need not, protect Borrower's interest in the Property.  Such insurance purchased by Lender may not pay any claim that Borrower makes or any claim that is made against Borrower in connection with the Property.  Borrower may later cancel any insurance purchased by Lender, but only after providing Lender with evidence acceptable to Lender that Borrower has obtained and paid for such insurance as required under this Instrument.  If Lender procures and maintains such insurance, Borrower shall be responsible for the costs of such insurance, including interest and any other charges that Lender may impose in connection with the placement of such insurance, until the effective date of the cancellation or expiration of such insurance.  All such costs, interest and charges shall become immediately due and payable by Borrower and shall be secured by this Instrument.  Such costs may be more than the cost of insurance Borrower may be able to obtain on its own.  Lender shall have the right, in its sole and absolute discretion, upon written notice, to require Borrower furnish to Lender a copy of any insurance policy required to be carried hereunder (including endorsements), and Borrower shall furnish the requested policy or policies and all applicable endorsements within thirty days of such request.

Application of Proceeds.  Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $25,000.  Lender may make proof of loss if Grantor fails to do so within thirty days of the casualty.  If this Deed of Trust is not in default for any reason other than damage to or loss of the Property, and if the estimated value (as determined by Lender in its reasonable discretion) of the Property after repair, restoration, or replacement is equal to or greater than the value of the Property on the date of this Deed of Trust, Lender shall receive the proceeds and apply the proceeds to the repair, restoration, and replacement of the Property.  If this Deed of Trust is in default for any reason other than damage to the Property, or if the estimated value (as determined by Lender in its reasonable discretion) of the Property after repair, restoration, or replacement is less than the value of the Property on the date of this Deed of Trust, Lender may, at its election, receive and retain the proceeds and apply the same to the reduction of the Indebtedness and/or the payment of any lien affecting the Property.  If the proceeds are applied to repair, restoration and replacement, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender.  Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor 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 Grantor as Grantor's interests may appear.

Unexpired Insurance at Sale.  Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property.

Grantor's Report on Insurance.  Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing:  (a) the name of the insurer, (b) the risks insured, (c) the amount of the policy, (d) the property insured, the then current replacement

value of such property, and the manner of determining that value, and (e) the expiration date of the policy.  Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property.

EXPENDITURES BY LENDER.  If Grantor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender deems appropriate.  Any amount that Lender expends in so doing will bear interest at the rate equal to the greater of (i) eighteen percent (18%) per annum or the highest rate allowed by law.  All such expenses, 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 with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note maturity.  This Deed of Trust also will secure payment of these amounts.  The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default.  Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had.

WARRANTY; DEFENSE OF TITLE.  The following provisions relating to ownership of the Property are a part of this Deed of Trust.

Title. Grantor warrants that (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust and (b) Grantor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender.

Defense of Title.  Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons.  In the event any action or proceeding is commenced that questions Grantor's title or the interest of Trustee or Lender under this Deed of Trust, Grantor shall defend the action at Grantor's expense.  Grantor 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 own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation.

Compliance With Laws.  Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities.

CONDEMNATION.  The following provisions relating to condemnation proceedings are a part of this Deed of Trust.

Application of Net Proceeds.  If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property; provided, however, that this section shall not apply in the event that the condemnation enhances the value of the Property.  Notwithstanding the foregoing, Borrower shall be entitled to use the proceeds of any condemnation award to repair or restore the Property in a manner satisfactory to Lender if (a) Borrower is not otherwise in default under this Deed of Trust and (b) upon completion of such repair or restoration the value of the Property (as determined by Lender in its reasonable discretion) is no less than the value of the Property on the date of this Deed of Trust.  If this section applies and the proceeds are applied to repair or restoration, Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of Trust.  The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorney fees, of both Trustee and Lender in connection with the condemnation.

Proceedings.  If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award.  Grantor 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 Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES.  The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust:

Current Taxes, Fees, and Charges.  Upon request by Lender, Grantor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property.  Grantor shall reimburse Lender for all taxes, as 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:  (a) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust, (b) a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust, (c) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note, and (d) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Borrower.

Subsequent Taxes.  If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default (as defined below), and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (a) pays the tax before it becomes delinquent or (b) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.

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 to the extent any of the Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.

Security Interest.  Grantor authorizes Lender to file any number of financing statements and take whatever other action is required by Lender to perfect and continue Lender's security interest in the fixtures, Rents, and Personal Property.  In addition to recording this Deed of Trust in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a financing statement.  Upon default, Grantor shall assemble the Personal Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three days after receipt of written demand from Lender.

Addresses.  The mailing addresses of Grantor (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.  The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust.

Further Assurances.  At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to 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 Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (a) the obligations of Grantor and Borrower under the Note, this Deed of Trust, and the Related Documents, and (b) the liens and security interests created by this Deed of Trust on the Property, whether now owned or hereafter acquired by Grantor.  Unless prohibited by law or agreed to the contrary by Lender in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph.

Attorney-in-Fact.  If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense.  For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the purpose of making, executing, delivering,

filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph.

FULL PERFORMANCE.  If Borrower pays all the Indebtedness when due, terminates the line of credit, and otherwise performs all the obligations imposed upon Grantor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Grantor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property.  Grantor shall pay Lender a reasonable reconveyance fee for the reconveyance, as established by the Trustee's standard and customary fee schedule.  The grantee in any such reconveyance may be described as the "person or persons legally entitled thereto."

DEFAULT.  Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default") under this Deed of Trust:

Default on Indebtedness.  Borrower fails to make any payment when due under the Note or Indebtedness.

Other Defaults.  Failure of Borrower or Grantor to comply with or to perform when due any other term, obligation, covenant, or condition contained in this instrument or in any of the Related Documents.  If any failure other than a failure to pay money is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar breach within the preceding twelve months, it may be cured (and no Event of Default will have occurred) if Borrower or Grantor, as the case may be, after delivery of written notice from Lender demanding cure of such failure (a) cures the failure within thirty days or (b) if the cure requires more than thirty days, immediately initiates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance within ninety days after notice is sent.

Breaches.  Any warranty, representation, or statement made or furnished to Lender by or on behalf of Borrower or Grantor under this instrument or the Related Documents is, or at the time made or furnished was, false in any material respect.

Default in Favor of Third Parties.  Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement in favor of any other creditor or person that may materially affect any of Borrower's or Grantor's property, Borrower's ability to repay the Indebtedness, or Borrower's or Grantor's ability to perform their respective obligations under this instrument of any of the Related Documents.

Insolvency.  The dissolution or termination of Borrower's or Grantor's existence as a going business, 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 by 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, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.  This includes a garnishment of any of Borrower's accounts, including deposit accounts with Lender.  This Event of Default shall not apply, however, if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim that is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender funds or a surety bond for the creditor or forfeiture proceedings, in an amount determined by Lender in its sole discretion as being an adequate reserve or bond for the dispute.

Sale of Property.  Sale, transfer, hypothecation, assignment, or conveyance of the  Property or any portion thereof or interest therein by Borrower or Grantor to a third party without the prior written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion.

Other Liens or Encumbrances.  There shall not exist any mortgage, security interest, charge or any mechanics, materialmen, laborers, tax, statutory, or other lien or charge on the Property prior to, on a parity with or junior to, the lien and security interest of the Security Agreement, except liens for taxes and assessments not yet payable or payable without penalty so long as payable, without the prior written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion.

Defective Collateralization.  Any document creating a security interest for the Indebtedness ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason.

Condemnation.  All or any material portion of the collateral for the Indebtedness is condemned, seized, or appropriated without compensation and Borrower or Grantor shall not, within thirty days after such condemnation, seizure, or appropriation, initiate and thereafter diligently prosecute appropriate action to contest in good faith the validity of such condemnation, seizure, or appropriation.

Adverse Change.  A material adverse change occurs in Borrower's or Grantor's business, assets, or general financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

Event Affecting Guarantor.  Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of or liability under any guaranty of the Indebtedness.  In the event of a death, in its sole discretion Lender may, but shall not be required to, permit the guarantor's estate to assume the obligations arising under the guaranty in a manner satisfactory to Lender and in so doing cure the event of default.

RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:

Accelerate Indebtedness.  Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Borrower would be required to pay.

Foreclosure.  With respect to all or any part of the Real Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law.  If this Deed of Trust is foreclosed by judicial foreclosure, Lender will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insufficient to satisfy the judgment, execution may issue for the amount of the unpaid balance of the judgment.

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.

Collect Rents.  Lender shall have the right, with notice to Grantor as required above, to 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.  In furtherance of this right, 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 by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact

to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds.  Payments by tenants or other users to Lender in response to 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 person, by agent, or through a receiver.

Appoint Receiver.  Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to 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 law.  Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount.  Employment by Lender shall not disqualify a person from serving as a receiver.

Tenancy at Sufferance.  If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property or (b) vacate the Property immediately upon the demand of Lender.

Other Remedies.  Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law.

Notice of Sale.  Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made.  Reasonable notice shall mean notice given at least ten days before the time of the sale or disposition.  Any sale of Personal Property may be made in conjunction with any sale of the Real Property.

Sale of the Property.  To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshalled.  In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, 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.

Waiver; Election of Remedies.  A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision.  Election by Lender to pursue any remedy provided in this Deed of Trust, the Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust after failure of Grantor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies.

Attorney Fees and Expenses.  Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement 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 expenditure until repaid.  Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorney fees whether or not there is a lawsuit, including attorney fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law.  Grantor also will pay any court costs, in addition to all other sums provided by law.  If Lender institutes any suit or action in court to enforce any of the terms of this Deed of Trust, the losing party agrees to pay such sum as the court may adjudge reasonable as the prevailing party's attorney fees at trial and on any appeal.

Rights of Trustee.  Trustee shall have all of the rights and duties of Lender as set forth in this section.

POWERS AND OBLIGATIONS OF TRUSTEE.  The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust.

Powers of Trustee.  In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor:  (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public, (b) join in granting any easement or creating any restriction on the Real Property, and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust.

Obligations to Notify.  Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee.

Trustee.  Trustee shall meet all qualifications required for Trustee under applicable law.  In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law.

Successor Trustee.  Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of the county in which the Real Property is situated.  The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Grantor, the book and page or the Auditor's file number where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest.  The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law.  This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution.

NOTICES TO GRANTOR AND OTHER PARTIES.  Any notice under this Deed of Trust shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust.  Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address.  All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust.  For notice purposes, Grantor agrees to keep Lender and Trustee informed at all times of Grantor's current address.

LIENS AND LIABILITIES.  The following provisions relating to liens and liabilities are a part of this Deed of Trust:

Discharge of Liens.  Grantor will pay, bond, or otherwise discharge, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in, or permit the creation of, a lien on the Property, or on the revenues, rents, issues, income, or profits arising therefrom and, in general, Grantor shall do, or cause to be done, at Grantor's sole cost and expense, everything necessary to fully preserve the lien and priority of this Deed of Trust; provided, however, that so long as an Event of Default shall not have occurred and be continuing hereunder, Grantor shall have the right to contest or object to the amount or validity of any such claim and demand by appropriate administrative or judicial proceedings, in which event the following provisions shall apply:  (a) Grantor shall given Lender written notice of Grantor's intent to so contest or object to such claim or demand, (b) Grantor shall thereafter diligently proceed to cause such claim or demand to be removed and discharged, and (c) Grantor, if requested by Lender, shall deposit with Lender a bond or other assurance reasonably satisfactory to Lender in such amounts as Lender shall reasonably require, but not more than 150% of the amount of the claim(s) or demand(s) plus costs, expenses, including reasonable attorney fees, and interest.

Creation of Liens.  Except as otherwise set forth herein and except with regard to a subordinate lien in favor of Lender for temporary financing and any permanent financing with Lender in replacement thereof, Grantor will not, without Lender's consent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual (except for normal ad valorem real property taxes which are not yet due and payable), security interest, encumbrance or charge, or conditional

sale or other title retention document, against or covering the Property, prior to, on a party with or subordinate to the lien of this Deed of Trust.  If any of the foregoing becomes attached to the Property without such consent, Grantor will promptly cause the same to be discharged and released.

No Consent.  Nothing in the Loan Documents shall be deemed or construed in any way as constituting the consent or agreement by Trustee or Lender, express or implied, to pay any contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any material for any improvement, construction, alteration or repair of the Property, or to constitute any such person as a beneficiary of any obligation Lender may incur to Grantor concerning such matters, or to create a trust fund for any such person.  Grantor further agrees that neither Trustee nor Lender stands in any fiduciary relationship to Grantor.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of this Deed of Trust:

Amendments.  This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust.  No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Accounts and Records.  Grantor will maintain a standard modern system of accounting administered in accordance with generally accepted accounting principles.  Lender shall have the right to examine the books of account of Grantor to the extent that they pertain to this Deed of Trust and the Property, and to discuss the affairs, finances, and accounts of Grantor to such extent, all at such reasonable times and intervals as Lender may desire.  Grantor will furnish to Lender such financial statements and records required by Lender and as otherwise specified in the Related Documents.

Applicable Law.  THIS DEED OF TRUST HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN WASHINGTON.  IF THERE IS A LAWSUIT, BORROWER AND GRANTOR AGREE UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF KING COUNTY, WASHINGTON.  LENDER, BORROWER, AND GRANTOR HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY A PARTY AGAINST THE OTHER.  THIS DEED OF TRUST SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF WASHINGTON.

Caption Headings.  Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust.

Lender's Right to Sell Participations in the Loan.  Lender may at any time sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of, to any one or more other lenders (hereinafter called "Participants") all or any part of the indebtedness of Grantor at any time outstanding under the Note, this instrument, or any of the Related Documents (collectively "Loan Documents").  Grantor acknowledges and agrees that any such disposition will give rise to an obligation of Grantor to each Participant and that, in such event, each Participant shall, for all purposes hereof, be entitled to the benefits of the Loan Documents and all other documents, instruments, and agreements therein described, as its interest may appear.  Grantor shall, from time to time at the request of Lender, execute and deliver, or cause to be executed and delivered, to Lender or to such party or parties (including any Participant) as Lender may designate, any and all such further instruments as may in the opinion of Lender be necessary or desirable to give full force and effect to such disposition, including, but not limited to, a new note or new notes to be issued in exchange for the Note and such estoppel certificates or other instruments as may be requested from Grantor to evidence the continuing validity of the Loan Documents and the absence of any default by Lender thereunder.  Notwithstanding the foregoing, Grantor acknowledges that no Participant shall be deemed a direct lender or co-lender with Lender.

Merger.  There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.

Authority of Signer.  Where any one or more of the parties are corporations or partnerships or limited liability companies, it is not necessary for Lender to inquire into the powers of any of the parties or of the officers, directors, partners, agents, managers or members acting or purporting to act on their behalf.

Severability.  If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances.  If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable.

Successors and Assigns.  Subject to the limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns.  If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness.

Time of the Essence.  Time is of the essence in the performance of this Deed of Trust.

Waivers and Consents.  Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender.  No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.  A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision.  No prior waiver by Lender, nor any course of dealing between Lender and Grantor or Borrower, shall constitute a waiver of any of Lender's rights or any of Grantor or Borrower's obligations as to any future transactions.  Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required.

Waiver of Homestead Exemption.  Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of Washington as to all Indebtedness secured hereby.

COMMERCIAL DEED OF TRUST.  Grantor agrees with Lender that this Deed of Trust is a commercial deed of trust and that Grantor will not change the use of the Property without Lender's prior written consent.

BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST AND AGREE TO ITS TERMS.

[signatures on next page]

Borrower/Grantor

Eastridge Christian Assembly

     By

            ____________________________

STATE OF WASHINGTON

)

) ss.

County of

)

On _____________, before me personally appeared _______________________, known or identified to me to be the ______________ of ________________, a Washington non-profit corporation, that executed the instrument, or the person who executed the instrument on behalf of the non-profit corporation, and acknowledged to me that the non-profit corporation executed the same.

Notary Public for Washington

My commission expires

REQUEST FOR FULL RECONVEYANCE

(To be used only when obligations have been paid in full)

To:

,Trustee

The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust.  You are hereby requested, upon payment of all sums owing to you, to reconvey without warranty, to the persons entitled thereto, the right, title and interest now held by you under the Deed of Trust.

Date:

Beneficiary

 By

 Its

SCHEDULE 1

LOAN AND USE OF PROCEEDS SCHEDULE

Subject to Lender securing funds, Lender will loan funds to Borrower in accordance with the following loan uses:

   Amount

Use of Proceeds

Minimum Funding Level:

$ 6,000,000

$ 5,890,000 - partial refinance of                    ECCU Loan

$ 110,000 - finance costs

UP TO:

$ 8,000,000

$ 7,890,000 - partial refinance of

ECCU Loan

$ 110,000 - finance costs

EXHIBIT 5

TAX ASSESSORS DETAILED REPORT OF PROPERTY OF BORROWER