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rents, issues, and profits, including those past due and unpaid, and apply the same,
<br />less costs and expenses of operation and collection, including reasonable attorneys'
<br />fees, to any indebtedness secured hereby, and in such order as Beneficiary may
<br />determine. Beneficiary's right to the rents, royalties, issues, profits, revenue, income
<br />and proceeds of the Property does not depend upon whether or not Beneficiary takes
<br />possession of the Property. The entering upon and taking possession of the Property,
<br />the collection of such rents, issues, and profits, and the application thereof as aforesaid,
<br />shall not cure or waive any default or notice of default hereunder or invalidate any act
<br />done pursuant to such notice. If an Event of Developer Default occurs while Beneficiary
<br />is in possession of all or part of the Property and/or is collecting and applying Rents as
<br />permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall
<br />nevertheless be entitled to exercise and invoke every right and remedy afforded any of
<br />them under this Deed of Trust and at law or in equity, including the right to exercise the
<br />power of sale granted hereunder. Regardless of whether or not Beneficiary, in person
<br />or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall
<br />not be deemed to be a "mortgagee in possession," shall not be responsible for
<br />performing any obligation of Trustor under any Lease, shall not be liable in any manner
<br />for the Property, or the use, occupancy, enjoyment or operation of any part of it, and
<br />shall not be responsible for any waste committed by Trustor, lessees or any third
<br />parties, or for dangerous or defective condition of the Property or any negligence in the
<br />management, repair or control of the Property. Absent Beneficiary's written consent,
<br />Trustor shall not accept prepayment of Rents for any rental period exceeding one
<br />month.
<br />4. Security Agreement. The parties intend for this Deed of Trust to create a lien on
<br />the Property, and an absolute assignment of the Rents and Leases, all in favor of
<br />Beneficiary. The parties acknowledge that some of the Property may be determined
<br />under applicable law to be personal property or fixtures. To the extent that any Property
<br />may be or be determined to be personal property, Trustor as debtor hereby grants to
<br />Beneficiary as secured party a security interest in all such Property to secure payment
<br />and performance of the Secured Obligations. This Deed of Trust constitutes a security
<br />agreement under the California Uniform Commercial Code, as amended or recodified
<br />from time to time (the "UCC"), covering all such Property. To the extent such Property
<br />is not real property encumbered by the lien granted above, and is not absolutely
<br />assigned by the assignment set forth above, it is the intention of the parties that such
<br />Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in
<br />and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such
<br />section may be modified or supplemented) of the Land and Improvements.
<br />5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby
<br />authorizes Beneficiary, as secured party, to file such financing statements and
<br />amendments thereof and such continuation statements with respect thereto as
<br />Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest
<br />in the Property and Rents, without requiring any signature or further authorization by
<br />Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary
<br />may incur in filing such documents in public offices and in obtaining such record
<br />searches as Beneficiary may reasonably require. If any financing statement or other
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