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any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary
<br /> may terminate such license without notice to or demand upon Trustor and without regard to the
<br /> adequacy of any security for the indebtedness hereby secured, and may either in person, by
<br /> agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property
<br /> or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including
<br /> those past due and unpaid, and apply the same, less costs and expenses of operation and
<br /> collection, including reasonable attorneys' fees, to any indebtedness secured hereby, and in such
<br /> order as Beneficiary may determine. Beneficiary's right to the rents, royalties, issues, profits,
<br /> revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary
<br /> takes possession of the Property. The entering upon and taking possession of the Property, the
<br /> collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not
<br /> cure or waive any default or notice of default hereunder or invalidate any act done pursuant to
<br /> such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the
<br /> Property and /or is collecting and applying Rents as permitted under this Deed of Trust,
<br /> Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every
<br /> right and remedy afforded any of them under this Deed of Trust and at law or in equity,
<br /> including the right to exercise the power of sale granted hereunder. Regardless of whether or not
<br /> Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements,
<br /> Beneficiary shall 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 for the
<br /> Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be
<br /> responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or
<br /> defective condition of the Property or any negligence in the management, repair or control of the
<br /> Property. Absent Beneficiary's written consent, Trustor shall not accept prepayment of Rents for
<br /> any rental period exceeding one month.
<br /> 4. Security Agreement. The parties intend for this Deed of Trust to create a lien on the
<br /> Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. The
<br /> parties acknowledge that some of the Property may be determined under applicable law to be
<br /> personal property or fixtures. To the extent that any Property may be or be determined to be
<br /> personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security
<br /> interest in all such Property to secure payment and performance of the Secured Obligations. This
<br /> Deed of Trust constitutes a security agreement under the California Uniform Commercial Code,
<br /> as amended or recodified from time to time (the "UCC "), covering all such Property. To the
<br /> extent such Property is not real property encumbered by the lien granted above, and is not
<br /> absolutely 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 and for
<br /> the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be
<br /> modified or supplemented) of the Land and Improvements.
<br /> 5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby authorizes
<br /> Beneficiary, as secured party, to file such financing statements and amendments thereof and such
<br /> continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and
<br /> preserve Beneficiary's security interest in the Property and Rents, without requiring any
<br /> signature or further authorization by Trustor. If requested by Beneficiary, Trustor shall pay all
<br /> fees and costs that Beneficiary may incur in filing such documents in public offices and in
<br /> obtaining such record searches as Beneficiary may reasonably require. If any financing
<br /> 1755157.4 4
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