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attorneys' 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 and
<br />proceeds of the Property does not depend upon whether or not Beneficiary takes possession
<br />of the Property. The entering upon and taking possession of the Property, the collection of
<br />such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive
<br />any default or notice of default hereunder or invalidate any act done pursuant to such notice.
<br />If an Event of Default occurs while Beneficiary is in possession of all or part of the Property
<br />and/or is collecting and applying Rents as permitted under this Leasehold Deed of Trust,
<br />Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke
<br />every right and remedy afforded any of them under this Leasehold Deed of Trust and at law
<br />or in equity, including the right to exercise the power of sale granted hereunder. Regardless
<br />of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or
<br />the Improvements, Beneficiary shall not be deemed to be a "mortgagee in possession," shall
<br />not be responsible for performing any obligation of Trustor under any Lease, shall not be
<br />liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any
<br />part of it, and shall not be responsible for any waste committed by Trustor, lessees or any
<br />third 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, Trustor
<br />shall not accept prepayment of Rents for any rental period exceeding one month.
<br />4. Security Agreement. The parties intend for this Leasehold Deed of Trust to create a
<br />lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of
<br />Beneficiary, subject to the rights of any beneficiaries under deeds of trust senior in priority to
<br />this Leasehold Deed of Trust ("Senior Deeds of Trust"). The parties acknowledge that some
<br />of the Property may be determined under applicable law to be personal property or fixtures.
<br />To the extent that any Property may be or be determined to be personal property, Trustor as
<br />debtor hereby grants to Beneficiary as secured party a security interest in all such Property to
<br />secure payment and performance of the Secured Obligations. This Leasehold Deed of Trust
<br />constitutes a security agreement under the California Uniform Commercial Code, as amended
<br />or recodified from time to time (the "UCC"), covering all such Property. To the extent such
<br />Property 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 Property
<br />shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the
<br />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
<br />such continuation statements with respect thereto as Beneficiary may deem appropriate to
<br />perfect and preserve Beneficiary's security interest in the Property and Rents, without
<br />requiring any signature or further authorization by Trustor. If requested by Beneficiary,
<br />Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in
<br />public offices and in obtaining such record searches as Beneficiary may reasonably require.
<br />If any financing statement or other document is filed in the records normally pertaining to
<br />personal property, that filing shall not be construed as in any way derogating from or
<br />impairing this Leasehold Deed of Trust or the rights or obligations of the parties under it.
<br />Everything used in connection with the Property and/or adapted for use therein and/or which
<br />is described or reflected in this Leasehold Deed of Trust is, and at all times and for all
<br />purposes and in all proceedings both legal or equitable shall be regarded as part of the estate
<br />144\259\1892893.2
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