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Title of Document
 CHICAGO
TITLECOMPANY
COMMERCIAL
DIVISION
RECORDINGREQUESTEDBY
AND WHEN RECORDEDMAIL TO:

Elkins Kalt Weintraub Reuben Gartside LLP

10345 West Olympic Blvd.
Los Angeles, CA 90064
Attn: Scott M. Kalt, Esq.

LEASEHOLDDEED OF TRUST AND SECURITYAGREEMENT

AND FIXTURE FILING AND ASSIGNMENTOF
LEASESAND RENTS

NOTICE: THIS INSTRUMENT SECURES OBLIGATIONS WHICH MAY CONTAIN

PROVISIONS FOR ADJUSTMENTS IN THE INTEREST RATE AND PAYMENT
AMOUNTSAND/OR A BALLOON PAYMENT.

NOTICE: THIS INSTRUMENT CONSTITUTES A SECURITY AGREEMENT AS THAT

TERM IS DEFINED IN THE CALIFORNIA UNIFORM COMMERCIAL CODE.
PORTIONS OF THE COLLATERAL ARE GOODS THAT ARE OR ARE TO BECOME
FIXTURES ON THE LAND DESCRIBED IN EXHIBIT A HERETO. THIS
INSTRUMENT IS INTENDED TO SERVE AS A FIXTURE FILING AND JS TO BE
RECORDED IN THE REAL ESTATE RECORDS OF EACH COUNTY IN WHICH SAID
LAND OR ANY PORTION THEREOF IS LOCATED AND INDEXED AS BOTH A
DEED OF TRUST AND A FIXTURE FILING. BORROWER IS THE OWNER OF A
RECORD LEASEHOLD INTEREST IN THE REAL PROPERTY DESCRIBED IN
EXHIBIT A HERETO. THE ADDRESS OF BORROWER (DEBTOR) AND LENDER
(SECURED PARTY) ARE SET FORTH BELOW IN THE FIRST PARAGRAPH OF THIS
INSTRUMENT.

30495057 2
THIS LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT AND FIXTURE
FILING AND ASSIGNMENT OF LEASES AND RENTS ("Deed of Trust") is made as of April
:}.Of, 2019, by FARADAY SPE, LLC, a California limited liability company ("Trustor"), to
ctffcAGO TITLE INSURANCE COMPANY ("Trustee"), for the benefit of BIRCH LAKE
FUND MANAGEMENT, LP, a Delaware limited partnership, as Collateral Agent for the
Secured Parties (as such terms are defined in the Collateral Agency and Intercreditor Agreement)
("Beneficiary").

ARTICLE I - GRANTS AND OBLIGATIONS SECURED

A. Grants.

1.1 Land. Subject to the terms hereof, Trustor hereby irrevocably grants, transfers and
assigns to Trustee, its successors and assigns, in trust, with power of sale and right of entry and
possession, all estate, right, title and interest of Trustor, now owned or hereafter acquired, in, to
and under the leasehold estate ("Leasehold Estate") in that certain real property situated in the
County of Los Angeles, State of California, described in Exhibit A attached hereto and made a
part hereof (the "Land") pursuant to that certain Lease dated as of March 8, 20 I 9 by and between
Trustor, as Tenant, and ATLAS V GARDENA LLC, a Delaware limited liability company
("Lessor"), as Landlord (together with the escrow holdback agreement entered into by Lessor
and Trustor in connection therewith, collectively, the "Atlas Lease"), a memorandum of was
recorded on March 13, 2019 in the Official Records of Los Angeles County, California as
Document No. 20 I 90224098, together with all right, title and interest of Trustor therein and in
and to:

(a) Improvements. All buildings and other improvements now or hereafter

located on the Land, all water and water rights (whether riparian, appropriative, or otherwise, and
whether or not appurtenant), pumps and pumping stations used in connection therewith and all
shares of stock evidencing the same, all machinery, equipment, appliances, furnishings,
inventory, fixtures and other similar property used or useable in connection with the Leasehold
Estate and the improvements thereon, including, but not limited to, all storage tanks and
pipelines, all gas, electric, heating, cooling, air conditioning, refrigeration and plumbing fixtures
and equipment, which have been or may hereafter be attached or affixed in any manner to any
building now or hereafter on the Land (the "Improvements" and, together with the Land, the
"Real Property");

(b) Rights of Way. All the rights, rights of way, easements, licenses, profits,
privileges, tenements, hereditaments and appurtenances, now or hereafter in any way
appertaining and belonging to or used in connection with the Leasehold Estate and/or the
Improvements, and any part thereof or as a means of access thereto, including, but not limited to,
any claim at law or in equity, and any after acquired title and reversion in or to each and every
part of all streets, roads, highways and alleys adjacent to and adjoining the same; and

(c) Income. All rentals, earnings, income, deposits, security deposits, receipts,
royalties, revenues, issues and profits, and accounts receivable generated from the use and
operation of all or any portion of the Leasehold Estate and/or the Improvements, which, after the
date hereat: and while any portion of the Secured Obligations secured hereby remains unpaid,

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may accrue from the Leasehold Estate and/or the Improvements and any part thereof, subject,
however,to the rights, powers and authority described in the last paragraph of Section 1.2 and in
Article 3 below.

Any of the foregoing arising or acquired by Trustor after the date hereof, the Leasehold
Estate, and the property described in subparagraphs(a), (b) and (c) of this Section I.I and the
rights described in Section 1.4 below are collectivelydefined hereinafter as the "Property."

1.2 Collateral. Subject to the terms hereof, Trustor hereby grants a security interest to
Beneficiary in, and, to the fullest extent assignable,assigns to Beneficiary,all of Trustor's right,
title and interest in and to the following described property and any and all products and
proceeds thereof, now owned or hereafter acquired by Trustor (sometimes all of such being
collectively referred to herein as the "Collateral"):

(a) Leasehold Interest. All ofTrustor's interest in the Atlas Lease;

(b) Tangible Property. All existing and future goods and tangible personal
property located on the Property or wherever located and used or useable in connection with the
use, operation or occupancy of the Property or in construction of the Improvements, including,
but not limited to, all appliances, furniture and furnishings, fittings, materials, supplies,
equipment and fixtures, and all building materials, supplies and equipment now or hereafter
delivered to the Property and installed or used or intendedto be installed or used therein whether
stored on the Property or elsewhere; and all renewals or replacements thereof or articles in
substitutionthereof;

(c) General Intangibles. All general intangibles relating to design, development,

operation, managementand use of the Property and constructionof the Improvements,including,
but not limited to: (i) all names under which or by which the Property or the Improvementsmay
at any time be operated or known, all rights to carry on business under any such names or any
variants thereof, and all goodwill in any way relating to the Property; (ii) all permits, licenses,
authorizations, variances, land use entitlements, approvals and consents issued or obtained in
connection with the construction of the Improvements; (iii) all permits, licenses, approvals,
consents, authorizations, franchises and agreements issued or obtained in connection with the
use, occupancy or operation of the Property; (iv) all rights as a declarant (or its equivalent) under
any covenants, conditions and restrictions or other similar matters now or hereafter of record
affecting the Property; (v) all materialsprepared for filing or filed with any governmentalagency
in respect of the Property; (vi) all rights under any contract in connection with the development,
design, use, operation, management and construction of the Property; and (vii) all books and
records prepared and kept in connection with the acquisition, construction, operation and
occupancy of the Property and the Improvements;

(d) Contracts. All construction, service, engineering, consulting, leasing,

architectural, design and other similar contracts of any nature (including, without limitation,
those of any general contractors, subcontractors and materialmen), as such may be modified,
amended or supplemented from time to time, concerningthe design, construction, management,
operation, occupancy,use, and/or disposition of any portion of or all of the Property;

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 (e) Plans and Reports, All architectural,design and engineering drawings, plans,
specifications, working drawings, shop drawings, general conditions, addenda, soil tests and
reports, feasibility studies, appraisals, engineering reports, environmental reports and similar
materials relating to any portion of or all of the Property and modifications, supplements and
amendments thereto, including without limitation, those more specifically described in the
Facility Agreements(as hereinafterdefined);

(f) Sureties, All payment and perfonnance bonds or guarantees and any and all
modificationsand extensions thereof relating to the Property;

(g) Payments. All reserves, deferred payments, deposits, refunds, cost savings,
letters of credit and payments of any kind relating to the construction, design, development,
operation, occupancy, use and disposition of all or any portion of the Property, including,
without limitation,any property tax rebates now owing or hereafter payable to Trustor;

(h) Financing Commitments. All proceeds of the Secured Obligations secured

hereby and any commitment by any lender to extend financing to Trustor relating to the
Property;

(i) Claims. All proceeds and claims arising on account of any damage to or
taking of the Property or any part thereof, and all causes of action and recoveries for any loss or
diminution in the value of the Property;

(j) Insurance. All policies of, and proceeds resulting from, insurance relating to
the Property, and any and all riders, amendments,renewals, supplements or extensions thereof,
and all proceeds thereof, whether or not the proceeds are from policies of insurancerequired by
Beneficiary;

(k) Deposits. All deposits, if any, made with or other security given to utility
companies by Trustor with respect to the Leasehold Estate and/or the Improvements, and all
advance payments of insurance premiums made by Trustor with respect thereto and claims or
demands relating to insurance and all deposit accounts wherever located;

(1) Stock. All shares of stock or other evidence of ownership of any part of the
Property, if any, that is owned by Trustor in common with others, including all water stock
relating to the Property, if any, and all documents or rights of membership, if any, in any owners'
or members' association or similar group having responsibility for managing or operating any
part of the Property;

(m)Proceeds. All proceeds, whether cash, promissory notes, contract rights or

otherwise,of the sale or other disposition of all or any part of the estate of Trustor in the Property
now or hereafter existing thereon;

(n) Leases and Rents. All the Leases (as hereinafter defined), income, rents,
revenues, issues, deposits, receipts, profits and proceeds, and accounts receivable generated from
the leasing, use and operation, of the Property to which Trustor may be entitled, whether now
due, past due or to become due; and

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 (o) Other. Without limiting the above items, to the extent relating to the
Leasehold Estate, all Goods, Accounts, Documents, Instruments, Money, Financial Assets,
Investment Properties, Chattel Paper and General Intangibles, as those terms are defined in the
Uniform Commercial Code from time to time in effect in the State of California.

The security interest granted by subsection (n) above is intended by Trustor to be

subordinate to the provisions of Article 3 hereof and shall not take priority unless and until the
absolute assignment granted to Beneficiary by Trustor in Article 3 is for any reason deemed to be
ineffective.

1.3 Fixture Filing. The personal property in which Beneficiary has a security interest
includes goods which are or shall become fixtures on the Property. This Deed of Trust is
intended to serve as a financing statement recorded as a fixture filing pursuant to the terms of the
California Commercial Code, as amended or recodified from time to time, covering any property
which now is or later may become fixtures attached to the Leasehold Estate. This filing is to be
recorded in the real estate records of the county in which the Property is located. This filing
remains in effect as a fixture filing until this Deed of Trust is released or satisfied of record or its
effectiveness otherwise terminates as to the Property. In that regard, the following information is
provided:

Name of Debtor: FARADAY SPE, LLC, a California limited liability company.

Address of Debtor: See Section 7.13 hereof.

State of Organization: Delaware.

Debtor's Organizational Identification No.: 20181 1710147

Name of Secured Party under this Deed of Trust: BIRCH LAKE FUND
MANAGEMENT, LP, a Delaware limited partnership, as Collateral Agent for the Secured
Parties (as defined in the Collateral Agency and Intercreditor Agreement).

Address of Secured Party under this Deed of Trust: See Section 7.13 hereof.

Trustor warrants and agrees that there is no financing statement covering the foregoing
Collateral, the Property, or any part thereof, on file in any public office, other than as previously
disclosed to Beneficiary in writing.

1.4 Mineral Rights. To the fullest extent assignable, Trustor hereby assigns and transfers
to Beneficiary any (if any) and all damages, royalties and revenue of every kind, nature and
description whatsoever-, if any, that Trustor may be entitled to receive from any person or entity
owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations
of the Property, with the right in Beneficiary to receive and receipt therefor, and apply the same
to the Secured Obligations secured hereby during any Event of Default, and Beneficiary may
demand, sue for and recover any such payments but shall not be required to do so .

I 148107v7 . 5.
30495057 2
 B. Obligations Secured.

1.5 Payment of Secured Obligations. The grants, assignments and transfers made in
Sections I. 1, 1.2, 1.3 and 1.4 are given for the purpose of securing, in such order of priority as
Beneficiary may detennine (collectively, the "Secured Obligations"):

(i) Payment of the indebtedness outstanding from time to time,

including future advances, evidenced by a promissory note of even date herewith and any
renewals, extensions, modifications, changes or amendments thereof, in the original
maximum principal amount of Fifteen Million Dollars ($15,000,000.00) executed by
Borrower (as defined below) and payable to the applicable Secured Party (the "Note"),
together with interest thereon and late charges as provided by the Note, which is made a
part hereof by this reference. The Note provides for a variable rate of interest.

(ii) Payment of such further sums as Trustor, Robin Prop Holdco

LLC, a Delaware limited liability company, Faraday&Future Inc., a California
corporation, FF Inc., a California corporation, and their respective successors, or any
successor in ownership hereafter (collectively "Borrower") may borrow from the
applicable Secured Party under the First Tranche Loan Agreement when evidenced by
another note or notes, or one or more amendments to the Note, reciting it is so secured,
payable to the applicable Secured Party or order and made by Borrower, and all renewals,
extensions, modifications, changes or amendments of such note or notes.

(iii) Payment of all other moneys agreed or provided to be paid by

Trustor in (A) that certain Term Loan Agreement of even date herewith among Borrower,
the Guarantors party thereto, Birch Lake Fund Management, LP, as agent for itself and
the Lenders (the "First Tranche Agent"), the Lenders party thereto and Beneficiary (as
amended, restated, supplemented or otherwise modified from time to time, the "First
Tranche Loan Agreement") and (B) all other Loan Documents (as defined in the First
Tranche Loan Agreement) (together with the First Tranche Loan Agreement and the
Note, the "First Tranche Loan Documents"), and performance of all other obligations of
Trustor contained in the First Tranche Loan Documents, which are made a part hereof by
this reference.

(iv) Payment of the indebtedness outstanding from time to time,

including future advances, in the original maximum principal amount of Two Hundred
Million Dollars ($200,000,000.00), and of all other moneys agreed or provided to be paid
by Trustor in (A) that certain Note Purchase Agreement of even date herewith among
Borrower, the Guarantors party thereto, U.S. Bank National Association (together with its
successors and assigns, the "Second Tranche Agent"), as notes agent for the purchasers
party thereto, the purchasers party thereto and Beneficiary (as amended, restated,
supplemented or otherwise modified from time to time, the "Second Tranche Loan
Agreement'') and (B) all other Loan Documents (as defined in the Second Tranche Loan
Agreement) (together with the Second Tranche Loan Agreement, the "Second Tranche
Loan Documents"), and performance of all other obligations of Trustor contained in the
Second Tranche Loan Documents and any amendments, modifications or changes
thereto, which are made a part hereof by this reference.

I !48307v7 -6-
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 q
(v) Payment of the indebtedness outstanding from time to time,
including future advances, in the original maximum principal amount of One Hundred
Fifty Million Dollars ($150,000,000.00), and of all other moneys agreed or provided to
be paid by Trustor and certain of its affiliates in (A) that certain Trade Receivables
Repayment Agreement of even date herewith among Borrower, the Guarantors party
thereto, Faraday Vendor Trust, as Obligee, and Force 10 Agency Services LLC, as trustee
(the "Vendor Trustee'') (together with its successors and assigns, the "Third Tranche
Agent") as agent for the Obligee (as amended, restated, supplemented or otherwise
modified from time to time, the "Third Tranche Repayment Agreement"), (B) that certain
Vendor Trust Agreement of even date herewith among Borrower, the Guarantors party
thereto and the Third Tranche Agent (as amended, restated, supplemented or otherwise
modified from time to time, the "Vendor Trust Agreement") and (C) all other Vendor
Trust Documents (as defined in the Third Tranche Repayment Agreement) (together with
the Third Tranche Repayment Agreement and the Vendor Trust Agreement, the "Vendor
Trust Documents"; the Vendor Trust Documents, together with the First Tranche Loan
Documents and the Second Tranche Loan Documents are referred to as the "Facility
Agreements" and each individually, a "Facility Agreement"), and performance of all
other obligations of Trustor contained in the Vendor Trust Documents, which are made a
part hereof by this reference.

(vi) Payment of all other moneys agreed or provided to be paid by

Trustor in this Deed of Trust and performance of all other obligations of Trustor
contained in this Deed of Trust and any amendments, modifications or changes hereto.
Funds disbursed in accordance with each Facility Agreement that, in the reasonable
exercise of Beneficiary's judgment, are needed to complete Improvements to the
Leasehold Estate or to protect Beneficiary's security are to be deemed obligatory
advances hereunder and will be added to the total indebtedness evidenced by the Facility
Agreements and secured by this Deed of Trust and this indebtedness shall be increased
accordingly.

(vii) Performance of each agreement of Trustor contained in any other

agreement given by Trustor to Beneficiary which is for the purpose of further securing
any Secured Obligations secured hereby and any amendments, modifications or changes
thereto.

1.6 Defined Terms. Capitalized terms used but not defined in this Deed of Trust will
have the meanings given in the Collateral Agency and Intercreditor Agreement of even date
herewith among the First Tranche Agent, the Second Tranche Agent, the Vendor Trustee, the
other Secured Parties party thereto and the Beneficiary, and acknowledged and agreed by
Borrower and other obligors party thereto (as amended, restated, supplemented or otherwise
modified from time to time, the "Collateral Agency and Intercreditor Agreement"). Each
reference to the "Senior Loan Agreement" shall refer (i) to the First Tranche Loan Agreement
until the First Tranche Obligations are Paid in Full, (ii) thereafter, to the Second Tranche Loan
Agreement until the Second Tranche Obligations are Paid in Full, and (iii) if applicable,
thereafter, to the Vendor Trust Documents.

1.7 Intentionally Omitted.

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 1,8 Future Advances. This Deed of Trust secures future advances as more particularly
provided in Section 1.5 above. The maximum amount of advances of principal to be secured by
this Deed of Trust may increase or decrease from time to time by amendment of this Deed of
Trust, but the total unpaid principal balance of indebtedness secured hereby (including
disbursements that Beneficiary may, but shall not be obligated to, make under this Deed of Trust,
the Facility Agreements or any other document with respect thereto) at any one time outstanding
may be substantially less but shall not exceed Six Hundred Million Dollars ($600,000,000), plus
interest thereon, and any disbursements made for the enforcement of this Deed of Trust and any
remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property
and interest on such disbursements and all disbursements by Beneficiary pursuant to applicable
law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby).
This Deed of Trust shall be valid and have priority to the extent of the maximum amount secured
hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely
taxes and assessments levied on the Property given priority by law.

ARTICLE 2 - COVENANTS OF TRUSTOR

A. Condition and Operation of Property.

2.1 Maintenance and Preservation. Truster agrees (a) to keep the Property in good
condition and repair; (b) not to commit or permit any waste or deterioration of the Property;
(c) not to commit or permit any removal or demolition of the Property except for such removals
or demolitions as may be required by any law, ordinance, rule, regulation or order of any
governmental authority having jurisdiction over the Property other than as contemplated under
the Senior Loan Agreement; (d) to complete in good and workmanlike manner any construction
or restoration which may be performed on the Property and those improvements and alterations
contemplated in the Senior Loan Agreement, as and when permitted pursuant to the Senior Loan
Agreement; (e) to promptly restore any portion of the Property which may be damaged or
destroyed, subject to the conditions of Section 2.6; (I) subject to Section 6.1.5 of the Senior Loan
Agreement (or the applicable provision governing "Title to Properties"), not to permit any
mechanics' or materialmen's liens or stop payment notices against the Property; (g) not to
initiate or acquiesce in any change of zoning or other land classification which affects the
Property without Beneficiary's prior written consent; and (h) to perform each of Trustor's
obligations set forth in each Facility Agreement.

2.2 No Violation, Trustor shall not commit, permit or allow to exist any violation of any
law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over
the Property or the Collateral or of any matter of record affecting the Property or the Collateral.

2.3 Books and Records. Trustor shall maintain, or cause to be maintained, in the county
in which the Property is located, proper and accurate books, records and accounts reflecting all
items of income and expense in connection with the operation of the Property or in connection
with any services, equipment or furnishings provided in connection with the operation of the
Property, whether such income or expense be realized by Trustor or by any other person or entity
whatsoever excepting persons unrelated to and unaffiliated with Trustor and who leased from
Trustor portions of the Property for the purposes of occupying the same. Upon the request of
Beneficiary, Trustor shall prepare and deliver to Beneficiary such financial statements regarding

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the operation of the Property as Beneficiary may reasonably request. Beneficiary, or its
designee, shall have the right from time to time during normal business hours to examine such
books, records and accounts, and the equipment containing said books, records and accounts
(including all computers, computer tapes, disks, drives or other storage devices) and to make
copies or extracts therefrom; provided that, so long as no Default or Event of Default is then
continuing,Beneficiary shall give Trustor reasonable advance notice of such inspection.

B. Insurance.

2.4 Insurance Policies. Trustor shall, at all times, provide, maintain and keep in force all
of the insurance required in the Senior Loan Agreement.

2.5 CasualtyNotice. After Trustor obtaining knowledgeof the happening of any casualty
or event causing material damage to the Property, Truster shall give prompt written notice
thereof to Beneficiary.

2.6 Assignment of Proceeds. Truster hereby absolutely and unconditionallyassigns to

Beneficiary all insurance proceeds that Trustor may be entitled to receive. All such proceeds
shall be delivered to and held by Beneficiary to be applied to Beneficiary's reasonable internal
and external expenses in settling, prosecutingor defending any insurance claim, and then, subject
to the terms and conditions set forth below, to the restoration of any portion of the Property that
has been damaged or destroyed to substantially the same condition, character and value as
existed prior to such damage or destruction (to the extent such restoration is permitted by
applicable law). The conditions to such use for restoration as described in the immediately
precedent sentence are: (a) no Default or Event of Default shall exist (excluding those related
solely to such damage or destruction); (b) Beneficiary's security is not materially impaired, as
reasonably determined by Beneficiary; (c) all income from the Real Property (from Leases,
insurance or otherwise) required to pay all debt service and operating expenses of the Real
Propetty during such restoration and thereafter will be equal to or greater than the income
generated by the Real Property prior to the casualty; (d) Trustor provides evidence reasonably
satisfactoryto Beneficiarythat the insurancethat Truster maintains (includingwithout limitation,
insurance that Trustor maintains as required by the tem1s of the Facility Agreements) will be
available to Trustor during restoration and thereafter; (e) Beneficiary shall have approved the
plans and specificationsfor such restoration (which approval shall not be unreasonablywithheld,
conditioned, or delayed); and (f) in the event that in Beneficiary's sole but good faith judgment
the insurance proceeds are not sufficient to accomplish such restoration, Trustor demonstrates
that it has sufficient other funds necessary to accomplish restoration. Proceeds disbursed for
restoration will be released to Trustor or otherwise under the procedures set forth in the
Beneficiary's then current customary and commerciallyreasonable disbursementprocedures. If
any of the conditions set forth above are not satisfied or if Trustor fails to commence restoration
of the Property within thirty (30) days after the insurance proceeds have been paid, or if Trustor
fails to diligentlypursue such restorationto completion,then Beneficiary shall have the option to
either apply the insurance proceeds to the Secured Obligations in such order as Beneficiary may
determine or release such proceeds to Trustor, without such release being deemed a payment of
any Secured Obligations secured hereby, rather than to apply such proceeds to the restoration of
the Property and/or the Collateral. Such application or release shall not cure or waive any
Default or Event of Default or notice of default hereunder or invalidate any act done pursuant to

1148307\'7 -9-
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 <o
such notice. Jf the Property and/or the Collateral is restored to substantially the same condition
as existed immediately prior to the casualty at a cost less than the available insurance proceeds,
and if there is not then a Default or Event of Default under the Facility Agreements, and if no
amounts of the Secured Obligations are then past due, then such excess proceeds shall be
promptly paid over to Trustor. Beneficiary may commence, appear in, defend or prosecute any
assigned claim or action, and may adjust, compromise, settle and collect all claims, proceeds and
awards assigned to Beneficiary, but Beneficiary shall not be responsible for any failure to collect
any claim, proceeds or award, regardless of the cause of the failure. As used in this Section, the
term "Beneficiary" shall be deemed to include any parent company of Beneficiary and/or its
affiliates or subsidiaries.

2.7 Transfer of Policy. In the event of the foreclosure of this Deed of Trust or other
transfer of the title to the Property in extinguishment, in whole or in part, of the Secured
Obligations secured hereby, all right, title and interest of Trustor in and to any insurance policy
then in force shall pass to the purchaser or grantee.

C. Payments.

2.8 Facility Agreement Payments. Trustor shall pay the principal, interest and other
charges due under each Facility Agreement when and as required according to their respective
terms.

2.9 Liens. Trustor shall pay or cause to be paid:

(i) Prior to the assessment of any penalty or delinquency, all taxes,

assessments and other governmental or public charges affecting the Real Property or the
Collateral, including assessments on any appurtenant water stock, and any accrued
interest, cost and/or penalty thereon (individually, "Imposition" and collectively,
"Impositions"). Upon request of Beneficiary, Trustor shall submit paid receipts therefor
(or if not available, other reasonable supporting documentation, such as evidence of
payment). If permitted by law, Trustor may pay the Imposition in installments (together
with any accrued interest). Trustor shall not be required to pay any Imposition so long as
its validity is being actively contested in good faith and by appropriate proceedings.
Upon receipt of written demand by Beneficiary from time to time, Truster shall deliver to
Beneficiary evidence reasonably satisfactory to Beneficiary of payment of any Imposition
prior to the assessment of any penalty or delinquency (or evidence that Beneficiary has
fulfilled the requirements of the immediately preceding sentence). In addition, upon
receipt of written demand by Beneficiary from time to time (which shall not be made
prior to the occurrence of an Event of Default), Trustor shall furnish to Beneficiary a tax
reporting service for the Property of a type and duration, and with a company, reasonably
satisfactory to Beneficiary.

(ii) When due, all encumbrances securing monetary sums or pursuant

to which amounts are otherwise owed (including any debt secured by deed of trust),
ground rents, liens and/or charges on the Real Property or the Collateral, or any part
thereof, and all accrued interest, costs, fees and expenses related thereto; provided,
however, that this provision shall not impair Trustor's right to contest mechanics' and

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 materiahnen's liens so long as Trustor complies with the requirements set forth in the
Senior Loan Agreement.

(iii) When due, all charges for utilities or similar services servicing any
portion of or all of the Real Property, including, but not limited to, electricity, gas, water
and sewer.

2.10 Intentionally Deleted.

2. l l Reimbursement. Trustor shall pay within five (5) business days following receipt
of written notice, after expenditure, all sums expended or expenses incurred by Trustee and/or
Beneficiary in accordance with the express provisions of this Deed of Trust, including, without
limitation, any fees and expenses (including reasonable attorneys' fees) incurred in connection
with any reconveyance of the Property or any portion thereof, or to compel payment of the
Secured Obligations or any portion of the indebtedness evidenced thereby or in connection with
any default thereunder, including without limitation reasonable attorneys' fees incurred in any
bankruptcy or judicial or nonjudicial foreclosure proceeding, with interest at the default rate
provided for in each Facility Agreement accruing from the date that Trustor receives such notice
and continuing until fully paid, and said sums shall be secured hereby.

2. 12 Beneficiary's Statement Fee. lf Trustor requests a beneficiary's statement,

Trustor shall pay the amount demanded by Beneficiary or its authorized servicing agent for any
' statement regarding the obligations secured hereby, which amount shall be the fee customarily
charged by Beneficiary or its authorized servicing agent to borrowers; provided, however, that
such amount may not exceed the maximum amount allowed by law at the time request for the
statement is made.

D. Condemnation.

2.13 Condemnation. If the Property, the Collateral or any patt thereof, is taken or
damaged by reason of any public improvement or condemnation proceeding, or in any other
manner, then, subject to the terms hereof, Beneficiary shall be entitled to all compensation,
awards and other payments or relief therefor to which Trustor shall be entitled. Beneficiary shall
be entitled at its option to commence, appear in and prosecute in its own name any action or
proceeding or to make any compromise or settlement in connection with such taking or damage
to the extent of the interests of Truster therein, but Beneficiary shall not be responsible for any
failure to collect any claim or award, regardless of the cause of the failure. Trustor hereby
absolutely and unconditionally assigns to Beneficiary all such compensation, awards, damages,
rights of action and proceeds to which Trustor shall be entitled (the "Proceeds"), and, after
deducting therefrom all its reasonable internal and external expenses, including reasonable
attorneys' fees, Beneficiary shall apply or release the Proceeds with the same effect and as
provided in Section 2.6 above with respect to disposition of insurance proceeds; provided,
however, that if there are any excess Proceeds ("Excess Proceeds") after the full payment of the
costs of the restoration of the Property or the Collateral, as applicable, Beneficiary shall be
entitled to apply such Excess Proceeds to the reduction of the principal balance due under the
Facility Agreements without penalty or premium and without any adjustment in the dollar
amount of the regular installments due under the facility Agreements. Trustor agrees to execute

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such further assignments of the Proceeds as Beneficiary or Trustee may require. Nothing herein
contained shall prevent the accrual of interest as provided in the Facility Agreements on any
portion of the Proceeds to be applied to the principal balance due under the applicable Facility
Agreements until the Proceeds are received by Beneficiary.

E. Rents and Leases.

2.14 Lease Covenants. "Lease" means any sublease, sub-license (however styled)
where Trustor is the party demising (not the recipient of) the interest being conveyed or other use
or rental agreement of all or any portion of the Real Property or Improvements, entered into at
any time and includes any extensions or renewals thereof and any amendments thereto consented
to by Beneficiary, including, without limitation, any license with Borrower or an affiliate of
Beneficiary or Borrower. Trustor shall submit to Beneficiary for its prior written approval any
Lease of the Real Property or any portion thereof and shall not enter into any Lease without the
prior written consent of Beneficiary. Truster shall provide Beneficiary with true, correct and
complete copies of all Leases, together with such other information relating to the Leases and the
tenants thereunder, as Beneficiary shall reasonably request. Trustor shall not accept prepayments
of rent for any period in excess of one month (for the avoidance of doubt, security deposits do
not constitute prepayments of rent) and shall perform all covenants of the lessor under all Leases
when and as required thereunder. Trustor shall not amend or terminate any Leases (except in the
event of a default thereunder beyond any applicable notice and cure period) or consent to any
assignment or subletting under any Leases without Beneficiary's prior written consent (which
consent shall not be unreasonably withheld, conditioned, or delayed). Trustor shall-, when and
as required, perform and carry out all of the provisions of the Leases to be performed by Trustor
thereunder and shall appear in and defend any action in which the validity of any Lease is at
issue and shall commence and maintain any action or proceeding necessary to establish or
maintain the validity of any Lease and to enforce the provisions thereof. Trustor shall
immediately give notice to Beneficiary of any default under any of the Leases it receives or
delivers. Beneficiary shall have the right, but not the obligation, to cure any default of Trustor
under any of the Leases and all amounts disbursed in connection with said cure shall be deemed
to be disbursements as provided under the Collateral Agency and lntercreditor Agreement, shall
bear interest at the then applicable interest rate under the applicable Senior Loan Agreement and
shall be due and payable to Beneficiary upon demand, except that, if Trustor is diligently curing
any such default (as determined by Beneficiary in its sole but good faith discretion), then
Beneficiary agrees to permit Trustor to continue such cure to completion (without duplication by
Beneficiary) so long as (I) the default will be cured within an expressly provided cure period,
(2) the default is of a type capable of being cured, and (3) Beneficiary is satisfied (in its sole but
good faith discretion) at all times that Trustor will fully complete such cure before the expiration
of such cure period.

2.15 Subordination of Leases and Attornment. Each Lease of any portion of the
Property or Improvements-, until the lien of this Deed of Trust is extinguished, shall be
subordinate to the lien of this Deed of Trust. However, each future Lease shall contain a
provision reasonably satisfactory to Beneficiary, and each subtenant under any such Lease, by
virtue of executing a Lease covering the Real Property, or any po1iion thereof, hereby agrees,
that in the event of the exercise of the private power of sale or a judicial foreclosure hereunder,
such Lease, at the option of the purchaser at such sale, shall not be terminated and the tenant

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thereunder shall attorn to such purchaser and, if requested to do so, shall enter into a new Lease
for the balance of the term of such Lease then remaining upon the same terms and conditions.
Each such Lease shall, at the request of Beneficiary, be separately assigned by Trustor to
Beneficiary in commercially reasonable form, and each such assignment shall be recorded and
acknowledged by the tenant thereunder. However, any such Lease and the rents thereunder shall
be subject to this Deed of Trust, regardless of whether Beneficiary requests a sep_arate
assignment. Concurrently with the execution of any and all Leases executed after the date of this
Deed of Trust, Trustor shall cause the subtenants thereunder to execute a commercially
reasonable attornment agreement in favor of Beneficiary and immediately thereafter deliver such
agreement to Beneficiary.

F. Other Rights and Obligations.

2.16 Assignment of Contracts. In addition to any other grant, transfer or assignment

effectuated hereby, without in any manner limiting the generality of the grants in Article 1
hereof, Trustor shall, to the extent assignable, assign to Beneficiary, as security for the Secured
Obligations secured hereby, Trustor' s interest in all agreements, contracts, licenses and permits
affecting the Property and/or the Collateral in any manner whatsoever, such assignments to be
made, if so requested by Beneficiary, by instruments in form reasonably satisfactory to
Beneficiary; but no such assignment shall be construed as a consent by Beneficiary to any
agreement, contract, license or permit so assigned, or to impose upon Beneficiary any obligations
with respect thereto.

2.17 Mortgage Tax. In the event of the passage, after the date of this Deed of Trust, of
any law deducting from the value of the Property and/or the Collateral for the purpose of taxation
any lien thereon, or changing in any way the laws now in force for the taxation of deeds of trust
or debts secured by deeds of trust, or the manner of the collection of any such taxes, so as to
affect this Deed of Trust, or imposing payment of the whole or any portion of any taxes,
assessments or other similar charges against the Property and/or the Collateral upon Beneficiary,
the Secured Obligations secured hereby shall immediately become due and payable at the option
of Beneficiary. However, such election by Beneficiary shall be ineffective if such law either
(a) shall not impose a tax upon Beneficiary nor increase any tax now payable by Beneficiary, or
(b) shall impose a tax upon Beneficiary or increase any tax now payable by Beneficiary and prior
to the due date: (i) Trustor is permitted by law and can become legally obligated to pay such tax
or the increased portion thereof (in addition to all accrued interest, additional accrued interest
and other charges due and payable hereunder, under the Facility Agreements without exceeding
the applicable limits imposed by the usury laws of the State of California); (ii) Trustor docs pay
such tax or increased portion; and (iii) Trustor agrees with Beneficiary in writing to pay, or
reimburse Beneficiary for the payment of, any such tax or increased portion thereof when
thereafter levied or assessed against the Property or the Collateral or any ,portion thereof. The
obligations ofTrustor under such agreement shall be secured hereby.

2.18 Preservation of Lien. Trustor shall do any and all lawful acts which, from the
character or use of the Property or the Collateral, may be reasonably necessary to protect and
preserve the lien, the priority of the lien and the security interest of Beneficiary granted in this
Deed of Trust, the specific enumerations herein not excluding the general.

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 2.19 Compliance with Property Restrictions. Trustor will faithfully perform each and
every covenant to be performed by Trustor under any lien or encumbrance upon or affecting the
Property or the Collateral when and as required thereunder, including, without limiting the
generality hereof, mortgages, deeds of trust, Leases, declarations of covenants, easements,
conditions and/or restrictions and other agreements which affect the Real Property, in law or in
equity; provided, however, that this Section 2.19 shall not impair Trustor' s right to (i) contest
mechanics' and materialmen's liens so long as Trustor complies with the requirements set forth
in the Senior Loan Agreement, or (ii) challenge Impositions in accordance with the terms of
Section 2.9(i) of this Deed of Trust. A breach of or a default under any such lien or
encumbrance that continues beyond any applicable notice and cure period shall constitute an
Event of Default under this Deed of Trust if the same constitutes a Material Adverse Effect.

2.20 Attorneys' Fees. Upon election of either Beneficiary or Trustee so to do,

employment of an attorney is authorized, and payment by Trustor of all reasonable internal and
external fees, costs and expenses (including reasonable attorneys' fees) in connection with any
action or actions (including the cost of evidence or search of title) which may be brought for the
foreclosure of this Deed of Trust, for possession of the Property covered hereby, for the
appointment of a receiver, and/or for the enforcement of any covenant or right in this Deed of
Trust contained as hereinafter provided, shall be secured hereby.

2.21 Restrictions upon Transfer. In the event that the interest of Trustor in the
Property or the Collateral, or any part thereof, or any interest therein, is sold, agreed to be sold,
conveyed, encumbered, alienated or otherwise transferred by Trustor in a manner prohibited
under the Senior Loan Agreement, whether by operation of law or otherwise, the Note,
irrespective of the maturity dates expressed therein, at the option of Beneficiary, and without
demand or notice, shall immediately become due and payable. In the event that Beneficiary does
not elect to declare the Note immediately due and payable, then, unless indicated otherwise in
writing by Beneficiary, Trustor shall nevertheless remain primarily liable for the obligations
under this Deed of Trust and secured by this Deed of Trust, including without limitation, under
the Note and any other instrument securing the Note. This provision shall apply to each and
every sale, transfer, encumbrance or conveyance in a manner prohibited under the Senior Loan
Agreement, regardless whether or not Beneficiary has consented to, or waived, Beneficiary's
rights hereunder, whether by action or non-action, in connection with any previous sale, transfer
or conveyance. For the purposes hereof, any change in the identity, structure, management,
nature or control of Trustor, whether by way of a change in the identity of any general partner,
manager or shareholder of Trustor or a change in the ownership or control of Trustor or any
general partner, manager or shareholder of Trustor, by merger or otherwise in a manner
prohibited by the Senior Loan Agreement, shall be deemed a sale hereunder.

2.22 Further Assurances. Trustor agrees to execute, acknowledge and deliver such
documents and take such action as Beneficiary shall determine to be necessary or desirable to
further evidence, perfect or continue the perfection and/or the priority of the lien and security
interest granted by Trustor herein provided, however, none of the foregoing shall modify the
economic terms of any of this Deed of Trust or any of the other Facility Agreements.

2.23 Protection of Security. At the time and in the manner herein provided,
Beneficiary, or Trustee upon written instructions from Beneficiary (the legality thereof to be

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determined solely by Beneficiary), may, without notice to or demand upon Trustor, without
releasing Trustor from any obligation hereunder and without waiving its right to declare a default
as herein provided or impairing any declaration of default or election to cause the Property to be
sold or any sale proceeding predicated thereon:

(i) Take any lawful action in such manner and to such extent as either
may deem necessary to protect the security hereof, Beneficiary and Trustee being
authorized to enter upon and take possession of the Property for such purposes;

(ii) Commence, appear in and/or defend any action or proceedings

purporting to affect the security hereof, and/or any additional or other security therefor,
the interests, rights, powers and/or duties of Trustee and/or Beneficiary hereunder,
whether brought by or against Trustor, Trustee or Beneficiary;

(iii) Pay, purchase, contest or compromise any claim, debt, lien, charge
or encumbrance which in the judgment of either may affect or appear to affect the
security and/or priority of this Deed of Trust, the interest of Beneficiary or the rights,
powers and/or duties of Trustee and/or Beneficiary hereunder; and

(iv) Either by itself or by its agents to be appointed by it for that

purpose or by a receiver appointed by a court of competent jurisdiction, to enter into and
upon and take and hold possession of any portion or all of the Property and/or the
Collateral, both real and personal, and exclude Trustor and all other pen,ons therefrom
(except those having rights arising under any Permitted Exceptions); and to operate and
manage the Property and/or the Collateral and rent and lease the same, perform such
reasonable acts of repair or protection as may be reasonably necessary or proper to
conserve the value thereof, and collect any and all income, rents, issues, profits and
proceeds therefrom, the same being hereby assigned and transferred to Beneficiary for
the benefit and protection of Beneficiary; and from time to time apply and/or accumulate
such income, rents, issues, profits and proceeds in such order and manner as Beneficiary
or such receiver in its sole discretion shall consider advisable, to or upon the following:
the expense of receivership, if any; the proper costs of upkeep, maintenance, repair and/or
operation of the Property and/or the Collateral; the repayment of any sums theretofore or
thereafter advanced pursuant to the terms of this Deed of Trust upon the Secured
Obligations secured hereby; the taxes and assessments upon the Property and/or
Collateral then due or next lo become due; and/or upon the unpaid principal of such
indebtedness and/or interest thereon. The collection and/or receipt of income, rents,
issues, profits and/or proceeds by Beneficiary, its agent or receiver, after declaration of
default and election to cause the Property to be sold under and pursuant to the terms of
this Deed of Trust, shall nol affect or impair such default or declaration of default or
election to cause the Property to be sold or any sale proceedings predicated thereon, but
such proceedings may be conducted and sale effected notwithstanding the receipt and/or
collection of any such income, rents, issues, profits and/or proceeds. Any such income,
rents, issues, profits and/or proceeds in the possession of Beneficiary, its agent or
receiver, at the time of sale and not theretofore applied as herein provided, shall be
applied in the same manner and for the same purposes as the proceeds of the sale.

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Neither Trustee nor Beneficiary shall be under any obligation to make any of the payments or do
any of the acts referred to in this Section. Except as expressly provided above, any of the actions
referred to in this Section may be taken by Beneficiary irrespective of whether any notice of
default or election to sell has been given hereunder and without regard to the adequacy of the
security for the Secured Obligations secured hereby.

All funds advanced by Beneficiary pursuant to this Section shall be deemed obligatory advances
regardless of the person to whom such funds are furnished and such advances shall be secured by
this Deed of Trust.

2.24 Indemnity. Trustor agrees to indemnify, protect, hold harmless and defend
Trustee and Beneficiary from and against any and all losses, liabilities, suits, obligations, fines,
damages, judgments, penalties, claims, charges, internal and external costs and expenses
(including attorneys' fees and disbursements) which may be imposed on, incurred or paid by or
asserted against Trustee and/or Beneficiary by reason or on account of, or in connection with:
(a) any willful misconduct of Trustor or any default or Event of Default by Trustor under this
Deed of Trust or any obligation secured hereby; (b) the construction, reconstruction or alteration
of the Property; (c) any negligence of Trustor or any negligence or willful misconduct of any
lessee or sublessee of the Property, or any of their respective agents, contractors, subcontractors,
servants, employees, licensees or invitees; (d) any accident, injury, death or damage to any
person or property occurring in, on or about the Property or any street, driveway, sidewalk, curb
or passageway adjacent thereto, except for the willful misconduct or gross negligence of the
indemnified person; or (e) any action or proceeding to enforce this indemnity. Any amount
payable to Trustee or Beneficiary under this Section shall be due and payable promptly after
demand therefor and receipt by Trustor of a statement from Trustee and/or Beneficiary setting
forth in reasonable detail the amount claimed and the basis therefor. Trustor's obligations under
this Section shall survive the repayment or any other satisfaction of the Secured Obligations and
shall not be affected by the absence or unavailability of insurance covering the same or by the
failure or refusal of any insurance carrier to perform any obligation on its part under any such
policy of insurance. If any claim, action or proceeding is made or brought against Trustee and/or
Beneficiary which is subject to the indemnity set forth in this Section, Trustor shall resist or
defend against the same, if necessary in the name of Trustee and/or Beneficiary, by attorneys for
Trustor's insurance carrier (if the same is covered by insurance) approved by Trustee and/or
Beneficiary (as applicable) or otherwise by attorneys retained by Trustor and approved by
Trustee and/or Beneficiary (as applicable). Notwithstanding the foregoing, Trustee and
Beneficiary, in their discretion, if either or both of them disapprove of the attorneys provided by
Trustor or Trustor's insurance carrier, may engage their own attorneys to resist or defend, or
assist therein, and Trustor shall pay, or, on demand, shall reimburse, Trustee and Beneficiary for
the payment of the reasonable fees and disbursements of said attorneys.

ARTICLE 3 - ASSIGNMENT OF LEASES AND RENTS

Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary (and
has not heretofore otherwise so assigned or transferred to any other person or entity) all the
Leases (including all security deposits, guarantees and other security at any time given as
security for the performance of the obligations of the subtenants thereunder), income, rents,
revenues, issues, deposits, profits and proceeds of the Property and the Collateral to which

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Trustor may be entitled, whether now due, past due or to become due, and hereby gives to and
confers upon Beneficiary the right, power and authority to collect such income, rents, revenues,
issues, deposits, profits and proceeds. This assignment of the Leases, income, rents, revenues,
issues, deposits, profits and proceeds constitutes an irrevocable direction and authorization of all
tenants under the Leases to pay all rent, revenues, income and profits to Beneficiary upon
demand and without further consent or other action by Trustor. This is an absolute assignment,
not an assignment for security only, and Beneficiary's right to rents, revenues, issues and profits
is not contingent on Beneficiary's possession of all or any portion of the Property. Trnstor
irrevocably appoints (which appointment shall only continue until the Secured Obligations have
been Paid in Full) Beneficiary its true and lawful attorney, at the option of Beneficiary at any
time during the existence of an Event of Default, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, either in the name of Trustor or in the name
of Beneficiary, for all such income, rents, revenues, issues, deposits, profits and proceeds and
apply the same to the Secured Obligations secured hereby. It is understood and agreed that
neither the foregoing assignment of Leases, income, rents, revenues, issues, deposits, profits and
proceeds to Beneficiary nor the exercise by Beneficiary of any of its rights or remedies under this
Section or under Sections 2.14 or 2.23 hereof shall be deemed to make Beneficiary a
"mortgagee-in-possession" or otherwise obligated, responsible or liable in any manner with
respect to the Property or the Collateral or the use, occupancy, enjoyment or operation of all or
any portion thereof. Notwithstanding anything to the contrary contained herein or in the Facility
Agreements, so long as no event which is, or with notice or passage of time or both would
constitute, an Event of Default shall have occurred, Trustor shall have a license to collect all
income, rents, revenues, issues, profits and proceeds from the Property as trustee for the benefit
of Beneficiary and Trustor, and Trustor shall apply the funds so collected first to the payment of
the Secured Obligations secured pursuant to Section 1.5 above then due and payable in such
manner as Beneficiary elects and thereafter to the account of Trustor. Upon the occurrence of a
Default or Event of Default, such license shall be deemed revoked, and any rents received
thereafter by Trustor shall be delivered in kind to Beneficiary. Upon the occurrence of a Default
or Event of Default, Trustor agrees to deliver the original copies of all Leases in its possession to
Beneficiary. Trustor hereby irrevocably constitutes and appoints (which appointment shall only
continue until the Secured Obligations have been Paid in Full) Beneficiary its true and lawful
attorney-in-fact to enforce, in Trustor's name or in Beneficiary's name or otherwise, all rights of
Trustor in the instruments, including without limitation checks and money orders, tendered as
payments of rents and to do any and all things necessary and proper to carry out the purposes
hereof.

ARTICLE 4 - DEFAULTS AND REMEDIES

A. Defaults.

4.1 Event of Default. The provisions of Section 9.1 of the Senior Loan Agreement (or
the applicable section governing "Events of Default" or such similar term) are incorporated
herein by reference.

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 B. Remedies.

4.2 Acceleration and Foreclosure. Upon the occurrence of an Event of Default, then and
in each such event, in accordance with the Collateral Agency and lntercreditor Agreement,
Beneficiary may declare all sums secured hereby immediately due and payable either by
commencing an action to foreclose this Deed of Trust as a mortgage, or by the delivery to
Trustee of a written declaration of default and demand for sale and of written notice of default
and of election to cause the Property to be sold, which notice Trustee shall cause to be duly
recorded for record in case of foreclosure by exercise of the power of sale. Should Beneficiary
elect to foreclose by exercise of the power of sale, Beneficiary shall also deposit with Trustee, if
required by Trustee, this Deed of Trust, the Note, and such other Facility Agreements required
by Trustee, and such receipts and evidence of expenditures made and secured hereby as Trustee
may require, and notice of sale having been given as then required by law and after lapse of such
time as may then be required by law after recordation of such notice of default, Trustee, without
demand on Trustor, shall sell the Property at the time and place of sale fixed by Beneficiary in
said notice of sale, either as a whole or in separate parcels from time to time, and in such order
as Beneficiary may determine, at public auction to the highest bidder for cash in lawful money
of the United States, payable at time of sale. Neither Trustor nor any other person or entity other
than Beneficiary shall have the right to direct the order in which the Property is sold. Trustee
may postpone sale of all or any portion of the Property by public announcement at such time and
place of sale, and from time to time thereafter may postpone such sale by public announcement
at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed
or deeds conveying the Property, or any portion thereof, so sold, but without any covenant or
warranty, express or implied. The recitals in such deed or deeds of any matters or facts shall be
conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or
Beneficiary, may purchase at such sale.

4.3 Rescission of Notice. Beneficiary, from time to time before Trustee's sale, may
rescind any such notice of breach or default and of election to cause the Property to be sold by
executing and delivering to Trustee a written notice of such rescission, which notice, when
recorded, shall also constitute a cancellation of any prior declaration of default and demand for
sale. The exercise by Beneficiary of the right of rescission shall not constitute a waiver of any
breach or default then existing or subsequently occurring, or impair the right of Beneficiary to
execute and deliver to Trustee, as above provided, other declarations of default and demand for
sale, and notices of breach or default, and of election to cause the Property to be sold to satisfy
the obligations secured hereby, nor otherwise affect any provision, agreement, covenant or
condition of the Facility Agreements and/or of this Deed of Trust or any of the rights, obligations
or remedies of the parties hereunder or secured hereby.

4.4 Proceeds of Sale. After deducting all reasonable internal and external costs, fees and
expenses of Trustee and of this trust, including the cost of appraisal and evidence of title in
connection with sale and attorneys' fees, Trustee shall apply the proceeds of sale in accordance
with the Collateral Agency and Intercreditor Agreement.

4.5 Other Security. If Beneficiary at any time holds additional security for any
obligations secured hereby, it may enforce the terms hereof or otherwise realize upon the same,

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 i'
at its option, either before or concurrently herewith or after a sale is made hereunder, and may
apply the proceeds upon the Secured Obligations secured hereby without affecting the status of
or waiving any right to exhaust all or any other security, including the security hereunder, and
without waiving any breach or default or any right or power whether exercised hereunder or
contained herein or in any such other security. Trustor, for itself and for all persons hereafter
claiming through or under it or who may at any time hereafter become holders of liens junior to
the lien of this Deed of Trust, hereby expressly waives and releases all rights to direct the order
in which any of the Property or any other property which is security for the Secured Obligations
secured hereby shall be sold and to have any of the Property, or any other property which is
security for the Secured Obligations secured hereby, marshalled upon any foreclosure of this
Deed of Trust or of any other security for any Secured Obligationssecured hereby.

4.6 Remedies Cumulative. No remedy herein conferred upon or reserved to Trustee or

Beneficiary is intended to be exclusive of any other remedy herein or by law provided or
permitted, but each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy
given by this instrumentto Trustee or Beneficiary or to which either of them may be otherwise
entitled may be exercised concurrently or independently,from time to time and as often as may
be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent
remedies. No delay or omission of Trustee or Beneficiary to exercise any right or power
accruing upon any Event of Default shall impair any right or power or shall be construed to be a
waiver of any Event of Default or any acquiescencetherein. Every power and remedy may be
exercised from time to time as often as may be deemed expedient by Trustee or Beneficiary.

All notice and cure periods provided in this Deed of Trust or in any Facility Agreement
shall run concurrently with any notice or cure periods provided by law. Without limiting the
foregoing, Beneficiary shall be entitled to exercise its remedies under this Deed of Trust if any
Event of Default occurs. Furthermore,the recording and mailing to Trustor of a notice of breach
and election to sell shall constitute notice of such failure to perform pursuant to this Deed of
Trust or any other Facility Agreement.

4.7 Appointmentof Receiver. During the existence of an Event of Default, Beneficiary,

as a matter of right and without notice to Trustor or anyone claiming under Trustor, and without
regard to the then value of the Property or the interest of Trustor therein, shall have the right to
apply to any court having jurisdiction to appoint a receiver or receivers of the Property or any
portion thereof, and Trustor hereby irrevocably consents to such appointment and waives notice
of any application therefor. Any such receiver or receivers shall have all the usual powers and
duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of
entry as provided herein and shall continue as such and exercise all such powers until the date of
confinnation of sale of the Property unless such receivership is sooner terminated.

4.8 Other Remedies. During the existence of an Event of Default, Beneficiary shall be
entitled to exercise all other remedies provided to Beneficiary under any of the Facility
Agreements or otherwise available under California law or set forth herein, including, without
limitation, (a) the institution of a suit in equity or other appropriate proceedings for specific
performance or an injunction against a violation of this Deed of Trust or any other Facility
Agreement; and/or (b) termination of all commitmentsto cause the reconveyanceof the Property

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and/or termination of all other obligations of Beneficiary and all rights of Trustor under the
Facility Agreements. All of such remedies may be exercised without notice to or demand upon
Trustor, which are expressly waived by Trustor. Beneficiary may waive the Event of Default or,
without waiving, detennine, upon terms and conditions satisfactory to Beneficiary, to cause the
reconveyance of the Property or any portion thereof, or to make further disbursementsunder the
Facility Agreements,as provided in the Collateral Agency and JntercreditorAgreement.

4.9 Unifonn Commercial Code Remedies. The rights set forth in this section are in
addition to Beneficiary's rights of enforcementwith respect to all or any portion of the Collateral
in accordance with the procedures for foreclosureof real estate. Beneficiarymay exercise rights
of enforcement with respect to all or any portion of the Collateral under the California Uniform
Commercial Code, as in effect from time to time (or under the Uniform Commercial Code in
force, from time to time, in any other state to the extent the same is applicable law) (collectively,
the "UCC") and in conjunction with, in addition to or in substitution for those rights and
remedies, all of the followingprovisions shall be effective:

(a) During the existence of any Event of Default, Beneficiary may enter upon
Trustor's premises to take possession of, assemble and collect the Collateral or, to the extent and
for those items of the Collateralpermitted under applicable law, to render it unusable.

(b) Duringthe existence of any Event of Default, Beneficiary may require Trustor
to assemble the Collateral and make it available at a place Beneficiary designates which is
mutually convenientto allow Beneficiaryto take possession or dispose of the Collateral.

(c) Written notice mailed to Trustor as provided herein at least five (5) business
days prior to the date of public sale of the Collateral or prior to the date on which private sale of
the Collateral will be made shall constitute reasonable notice; provided that, if Beneficiary fails
to comply with this clause (c) in any respect, its liability for such failure shall be limited to the
liability (if any) imposedon Beneficiary as a matter of law under the UCC.

(d) Any sale made pursuant to the provisions of this Section 4.9 shall be deemed
to have been a public sale conducted in a commercially reasonable manner if held
contemporaneouslywith and upon the same notice as required for the sale of the Collateral under
power of sale as provided in this Deed of Trust.

(e) In the event of a foreclosure sale, whether made by Trustee under the tenns of
this Deed of Trust, or under judgment of a court, the Collateral and other Collateral may, at the
option of Beneficiary,be sold as a whole.

(f) It shall not be necessary for Beneficiaryto take possession of the Collateral or
any part thereof prior to the time that any sale pursuant to the provisions of this Section 4.9 is
conducted and it shall not be necessary for the Collateral or any part thereof to be present at the
location of such sale.
(g) With respect to application of proceeds from disposition of the Collateral
under Section 4.4 of this Deed of Trust, the costs and expenses incident to disposition shall
include the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing
and the like and the reasonable attorneys' fees and legal expenses incurred by Beneficiary.

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 (h) Any and all statements of fact or other recitals made in any bill of sale or
assignment or other instrument evidencing any foreclosure sale hereunder as to non-payment of
the Secured Obligations described in Section 1.5 or as to the occurrence of any Event of Default,
or as to Beneficiary having declared all of such indebtedness to be due and payable, or as to
notice of time, place and terms of sale and of the properties to be sold having been duly given, or
as to any other act or thing having been duly done by Beneficiary, shall be taken as prima facie
evidence of the truth of the facts so stated and recited.

(i) Beneficiary may appoint or delegate one or more persons to perform any act
or acts necessary or incident to any sale held by Beneficiary, including the sending of notices and
the applicable state or local law or regulatory requirements in connection with a disposition of
the Collateral, and such compliance will not be considered to affect adversely the commercial
reasonableness of any sale of the Collateral.

U) Beneficiary may sell the Collateral without giving any warranties as to the
Collateral, and may specifically disclaim any warranties of title, merchantability, fitness for a
specific purpose or the like, and this procedure will not be considered to affect adversely the
commercial reasonableness of any sale of the Collateral.

(k) Trustor acknowledges that a private sale of the Collateral may result in less
proceeds than a public sale.

(I) Trustor acknowledges that the Collateral may be sold at a loss to Trustor, and
that in such event Beneficiary shall not have any liability or responsibility to Trustor for such
loss.

ARTICLE 5 - COLLATERAL

5.1 Beneficiary's Rights as a Secured Party. With respect to the security interest granted
in Section 1.2, Beneficiary shalJ have all the rights and remedies granted to a secured party under
Section 9 of the UCC (including, without limitation, the right at Beneficiary's sole option to
conduct a separate or a unified sale of all or any portion of the Property and the Collateral) as
well as all other rights and remedies available at law or in equity. Trustor shall, upon receipt of
written demand of Beneficiary, assemble all of such Collateral and make it available to
Beneficiary at the Real Property, which is hereby agreed to be reasonably convenient to
Beneficiary and Trustee. The proceeds of any sale of any portion of the Collateral shall be
applied first to the expenses of Beneficiary in retaking, holding, preparing for sale, selling or
similar matters, including reasonable attorneys' fees. Any sale proceeds which are applied
against principal indebtedness shall, to the extent not repaying all indebtedness in full, be applied
to principal in the reverse order of maturity.

5.2 Trustor's Collections. Until Beneficiary exercises its right to collect proceeds of the
Collateral pursuant hereto, Trustor will collect with diligence any and all proceeds of the
Collateral. Any proceeds received by Trustor shall be in trust for Beneficiary, and, upon written
request by Beneficiary, Trustor shall keep all such collections separate and apart from all other
funds and property so as to be capable of identification as the property of Beneficiary and shall
deliver such collections at such time as Beneficiary may request to Beneficiary in the identical

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form received, properly endorsed or assigned when required to enable Beneficiary to complete
collection thereof.

5.3 Trustor's Obligations Regarding Collateral. Trustor shall: (a) permit representatives
of Beneficiary to inspect the Collateral and Trustor's books and records relating to the Collateral
and make copies thereof and extracts therefrom and to arrange for verification of the amount of
Collateral, under procedures acceptable to Beneficiary, directly with Trustor's debtors or
otherwise at Trustor's expense; (b) promptly notify Beneficiary of any attachment or other legal
process levied against any of the Collateral and any information received by Trustor relative to
the Collateral, Trustor's debtors or other persons obligated in connection therewith, which may
in any way affect the value of the Collateral or the rights and remedies of Beneficiary in respect
thereto; (c) reimburse Beneficiary upon demand for any and all internal and external costs,
including, without limitation, reasonable attorneys' and accountants' fees, and other internal and
external expenses (including without limitation any expenses incurred in any action or
proceeding to enforce any such rights) incurred in collecting any sums payable by Trustor under
any obligation secured hereby, or in the checking, handling and collection of the Collateral and
the preparation and enforcement of any agreement relating thereto; (d) notify Beneficiary of each
location at which the Collateral is or will be kept, other than for temporary processing, storage or
similar purposes, and of any removal thereof to a new location, including without limitation each
office of Trustor at which records relating to the Collateral are kept; (e) provide, maintain and
deliver to Beneficiary policies of insurance insuring the Collateral against loss or damage by
such risks and in such amounts, forms and by such companies as Beneficiary may require and
with loss payable to Beneficiary, and in the event Beneficiary takes possession of the Collateral,
the insurance policy or policies and any unearned or returned premium thereon shall at the option
of Beneficiary become the sole property of Beneficiary; and (f) do all acts necessary to maintain,
preserve and protect all Collateral, keep all Collateral in good condition and repair and prevent
any waste or unusual or unreasonable depreciation thereof.

5.4 Beneficiary's Collection of Proceeds. During the existence of an Event of Default,

Beneficiary may, at any time, without prior notice to Trustor, collect proceeds of the Collateral
and may give notice of assignment to any and all of Trustor's debtors, and Trustor does hereby
irrevocably constitute and appoint (which appointment shall only continue until the Secured
Obligations have been Paid in Full), in accordance with the Collateral Agency and lntcrcreditor
Agreement, Beneficiary its true and lawful attorney-in-fact to enforce, in Trustor's name or in
Beneficiary's name or otherwise, all rights of Trustor in the Collateral and to do any and all
things necessary and proper to carry out the purposes hereof; provided, however, Trustor shall
have the right to collect, retain, use and enjoy such proceeds, subject to the terms hereof and the
documents securing Trustor's obligations thereunder prior to the occurrence of any Event of
Default. It is hereby recognized that the power of attorney herein granted is coupled with an
interest and shall not be revocable, and Beneficiary shall have the right to exercise this power of
attorney upon any Event of Default hereunder or any of the documents securing Trustor's
obligations thereunder. (Beneficiary shall promptly notify Trustor of any action taken by
Beneficiary pursuant to this provision, but Beneficiary's failure to do so shall not invalidate any
such act, affect any of Trustor's obligations to Beneficiary or give rise to any right, claim or
defense on the part ofTrustor.)

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 5.5 No Removal. No personal property covered by the security interest granted herein
may be removed from the Property without the prior written consent of Beneficiary, unless
Trustor shall concurrently replace such personal property with similar property of equivalent
value on which Beneficiary has a valid first lien.

5.6 Financing Statements. Trustor authorizes Beneficiary to authenticate any record

regarding all or any portion of the Property and Collateral, including, without limitation, a
financing statement that covers "all assets" of Trustor that relate to the Property, excluding any
personal property financed by UTICA LEASECO, LLC, a Florida limited liability company
("Utica Financed Property") and to file any financing statement, and any amendments thereto
and extensions thereof, covering all or any portion of the Collateral and the Property, excluding
any Utica Financed Property. If required by Beneficiary at any time during the term of this Deed
of Trust, Trustor will execute and deliver to Beneficiary, in form satisfactory to Beneficiary, an
additional security agreement and/or financing statement covering all personal property of
Trustor which may at any time be furnished, placed on, or annexed or made appurtenant to the
Property and used, useful or held for use in the operation of the improvements thereon. Any
breach of or default under such security agreement shall constitute an Event of Default.

ARTICLE 6. HAZARDOUS SUBSTANCESPROVISIONS

6.1 Definitions.

In this Deed of Trust and the Facility Agreements, the following definitions shall apply
and shall supersede the corresponding provisions of the Facility Agreements:

(i) "Environmental Laws" means all federal, state and local laws
(whether under common law, statute or otherwise), ordinances, rules, regulations and
guidance documents now or hereafter in force, as amended from time to time, in any way
relating to or regulating human health or safety, industrial hygiene or environmental
conditions, protection of the environment, Hazardous Substances, pollution or
contamination of the air, soil, surface water or groundwater, and includes, without
limitation, the ComprehensiveEnvironmental Response, Compensation and Liability Act
of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act,
42 U.S.C. § 6901, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., the Clean Air
Act, 42 U.S.C. § 7401, et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651,
et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the
Federal Water Pollution Control Act, 33 U.S.C. § 1321, et seq., the Toxic Substances
Control Act, 15 U.S.C. § 2601, et seq., the Hazardous Substance Account Act, California
Health and Safety Code § 25300, et seq., the Hazardous Waste Control Law, California
Health and Safety Code§ 25100, et seq., the Medical Waste Management Act, California
Health and Safety Code§ 25015, et seq., the Porter-Cologne Water Quality Control Act,
California Water Code § 13000, et seq., and the Safe Drinking Water and Toxic
Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous
Substance Account Act (Cal. Health & Safety Code § 25300 et seq.), the Hazardous
Waste Control Act (Cal. Health & Safety Code§ 25100 et seq.), Section 2782.6(d) of the
California Civil Code and Chapter 11 of Title 22 of the California Code of Regulations.

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 (ii) "Hazardous Substance" means any substance or material that is
described as a toxic or hazardous substance, waste, material, pollutant, contaminant or
infectious waste, or words of similar import, in any of the Environmental Laws, or any
other words which are intended to define, list or classify substances by reason of
deleterious properties such as ignitability,corrosivity, reactivity, carcinogenicity,toxicity
or reproductive toxicity and includes, without limitation, asbestos, petroleum (including
crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or
synthetic gas usable for fuel, or any mixture thereof), petroleum products,
polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical
waste, otherwise regulated materials and chemicals which may cause cancer or
reproductivetoxicity.

(iii) "Hazardous Substance Activity" means any actual, proposed or

threatened Release, storage, holding, existence, use, generation, processing, production,
manufacture, treatment, abatement, removal, repair, cleanup or detoxification,
disposition, handling or transportation of any Hazardous Substance from, under, into or
on the Property or the surrounding property, or any other activity or occurrence that
causes or would cause such event to exist.

(iv) "lndemnitee(s)" means Beneficiary and its successors, assigns,

participants, transferees (including, without limitation, transferees through purchase at a
foreclosure sale or by a deed in lieu of foreclosure) and its and their respective parent,
subsidiary and affiliated corporations, and the respective directors, officers, members,
shareholders, employees, partners, affiliates, trustees, heirs, devisees, agents, attorneys
and representativesof each of the foregoing.

(v) "Person" means any natural person, any organization or legal

entity of any kind, and any governmentor governmentalagency or authority of any kind,
including without limitation, the U.S. Environmental Protection Agency and the
CaliforniaEnvironmentalProtectionAgency.

(vi) "Release" means any spilling, leaking, pumping, pouring, emirting,

emptying, discharging, injecting, escaping, leaching, dumping or disposing into the
environment, including continuing migration, of Hazardous Substances into, onto or
through soil, surface water or groundwater.

(vii) '"Remediation Work" means the clean up and removal of all

Hazardous Substances released in, on under or at the Property and the restoration of the
Property to its original physical condition in compliance with all applicable
EnvironmentalLaws and other applicable laws, ordinances, rules and regulations, and as
approved by all Persons havingjurisdiction over the Property.

6.2 Representations. Trustor makes the following representations and warranties to

Beneficiary as of the date of this Deed of Trust: (a) Beneficiary has made written request to
Trustor for information regarding the environmental condition of the Property and these
representationsand warranties are in response to such request for infonnation; (b) no Hazardous
Substances are present in, on or under the Property or any nearby real property which could

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migrate to the Property; (c) there is no present or threatened Release of Hazardous Substances in,
on under or to the Property; (d) Trustor has never engaged in any Hazardous Substance Activity
at the Property or any part thereof, and Trustor has never permitted any Person to engage in any
Hazardous Substance Activity at the Property or any part thereof; (e) no Hazardous Substance
Activity has ever occurred at the Property or any part thereof; (f) no underground storage tanks
of any kind are located in the Property nor were any above-ground or underground storage tanks
ever located at the Property; (g) the Property and every part thereof, and all operations and
activities therein and thereon and the use and occupancy thereof, comply with all applicable
Environmental Laws; (h) neither Trustor nor any Person using or occupying the Property or any
part thereof is violating any Environmental Laws; (i) intentionally deleted; G) intentionally
deleted; (k) no claim, demand, action or proceeding of any kind relating to any Hazardous
Substance Activity or alleged Hazardous Substance Activity in, on, under or at the Property or
any past or present violation of any Environmental Laws at the Property has been made or
commenced, or is pending, or is being threatened or contemplated by any Person; (I) Trustor has
made written disclosure to Beneficiary of every past or present Release or threatened Release of
any Hazardous Substances in, on, under or at the Property and every past or present failure to
comply with any Environmental Laws at the Property of which Trustor has knowledge or notice;
(m) Trustor is not subject to an order, claim or demand of any Person requiring clean up' or other
remedial action with respect to any site Trustor owns or operates, including, without limitation,
the Property, or any site at which Trustor may have disposed of any Hazardous Substances;
(n) Trustor has not received a notice that it might be a "potentially responsible party" as defined
under any Environmental Laws; and (o) Trustor has all permits, licenses and approvals required
by all applicable Environmental Laws for the use and occupancy of, and all operations and
activities in, the Property; Trustor is in full compliance with all such permits, licenses and
approvals; all such permits, licenses and approvals are in full force and effect; and Trustor has
disclosed in writing to Beneficiary all such permits, licenses and approvals.

6.3 Covenants.

(a) Compliance. Trustor shall not engage in or otherwise permit the occurrence
of any Hazardous Substance Activity in, on, under or at the Property. Trustor shall comply, and
shall cause all Persons using or occupying the Property (including without limitation, the soil and
groundwater on or under the Property) or any part thereof to comply, with all Environmental
Laws applicable to the Property, or the use, occupancy, operations or activities in or on the
Property or any part thereof. Trustor shall not allow to exist on, under or about the Property, any
underground storage tanks or other underground containers, vessels or deposits containing
Hazardous Materials.

(b) Permits. Trustor shall obtain all permits, licenses and approvals required by
all applicable Environmental Laws for the use and occupancy of, and all operations and activities
in, the Property. Trustor shall comply fully with all such permits, licenses and approvals, and
keep all such permits, licenses and approvals in full force and effect.

(c) Notice. Within three (3) days after Trustor obtains any information indicating
that any Hazardous Substances may be present or any Release or threatened Release of any
Hazardous Substances may have occuffed in, on or under the Property (or any nearby real
property which could migrate to the Property) or that any violation of any Environmental Laws

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may have occurred at the Property, Trustor shall give written notice of such matters to
Beneficiary. Such notice will include a reasonably detailed description of the event, occurrence
or condition in question. Trustor shall immediately furnish to Beneficiary copies of all written
communications received by Trustor from any Person (including notices, claims or citations that
any Release or threatened Release of any Hazardous Substances or any violation of any
Environmental Laws has actually or allegedly occurred) or given by Trustor to any Person
concerning: (i) the presence of any Hazardous Substances in, on, under or at the Property;
(ii) any past or present Release or threatened Release of any Hazardous Substances in, on, under
or at the Property (or any nearby real property which could migrate to the Property); or (iii) any
past or present violation of any Environmental Laws at the Property.

6.4 lnspection. Beneficiary (and its representatives and independent contractors and
consultants) shall have the right, at all reasonable times and after reasonable prior notice (except
no notice shall be required in an emergency), to (i) inspect (including soil and groundwater
sampling) all or any portion of the Property; and (ii) review all books, records and files of
Trustor, wherever located, relating to the presence of any Hazardous Substances in, on, under or
at the Property, any past or present Release or threatened Release of any Hazardous Substances
in, on, under or at the Property or any past or present violation of any Environmental Laws at the
Property. Truslor shall give Beneficiary (and its representatives) access to the Property and the
other locations where such records are kept, at all reasonable times (and at any time in an
emergency), for such purposes. Beneficiary shall make reasonable efforts to avoid interfering
with Trustor's use of the Property in exercising its rights of inspection and review hereunder.
Trustor acknowledges that all inspections and reviews undertaken by Beneficiary are solely for
the protection of Beneficiary's security interest in the Property and agrees that Beneficiary shall
have no duty to Trustor with respect to Hazardous Substances or Environmental Laws as a result
of any such inspections or reviews. No site visit, observation or testing by Beneficiary shall
impose any liability on Beneficiary with respect to Hazardous Substances or Environmental
Laws as a result of any such site visit, observation or testing.

6.5 Release and Remediation Work. If any Release or threatened Release of any
Hazardous Substances in, on, under or at the Property exists or occurs, or if Beneficiary obtains
any information that Beneficiary believes in good faith indicates a reasonable possibility that any
of the occurrences described in Subsection 6.3( c) above may have happened, then Trustor shall
promptly and timely undertake and complete all of the following at Trustor' s sole cost and
expense:

(a) Notice. Trustor shall immediately give detailed written notice of the condition
to 13cneficiary.

(b) Investigation. Trustor shall, at the sole expense of Trustor, promptly retain a
qualified environmental engineer. Such engineer shall investigate the presence, Release or
threatened Release of such Hazardous Substances and the existence of such violation of
Environmental Laws and prepare and submit to Beneficiary a written report containing the
findings and conclusions resulting from such investigation. The environmental engineer who
will prepare the report shall be subject to the prior approval of Beneficiary.

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 (c) Plans. Trustor shall submit to Beneficiary complete plans and specifications
for all Remediation Work to be done by Trustor before any Remediation Work is performed,
except in an emergency. Such plans and specifications shall (i) be prepared by qualified licensed
engineers or contractors approved in writing by Beneficiary; (ii) comply with all applicable
Environmental Laws and other applicable laws, ordinances, rules and regulations; and (iii) be in
form and substance sufficient to secure the approval of all Persons with jurisdiction over the
Property or the Remediation Work.

(d) Perfomrnnce of Remediation Work. Trustor shall cause all Remediation

Work to be performed in a good and workmanlike manner by a qualified licensed contractor
approved in writing by Beneficiary, under the supervision of a qualified environmental engineer
approved in writing by Beneficiary, in accordance with the plans and specifications for the
Remediation Work described above, and in compliance with all applicable Environmental Laws
and other applicable laws, ordinances, rules and regulations. Trustor shall promptly and timely
obtain all required permits, licenses and approvals for the Remediation Work, prosecute the
Remediation Work diligently, and complete the Remediation Work.

(e) Payment. Trustor shall pay for all Remediation Work, including without
limitation, the cost of plans and specifications, utilities, permits, fees, taxes and insurance
premiums in connection therewith. Trustor shall, on demand, pay to Beneficiary all direct costs
and reimburse Beneficiary for all expenses incurred by Beneficiary in connection with any
monitoring by Beneficiary of any Remediation Work, together with interest thereon from the
date of expenditure until paid at the default rate under the applicable Senior Loan Agreement.
Under no circumstances shall Beneficiary be liable to Trustor for any damage, loss, cost or
expense incurred by Trustor on account of any plans and specifications for the Remediation
Work, the perfmmance of any Remediation Work, or any delay in completion of any
Remediation Work.

(t) Reports. Trustor shall furnish to Beneficiary, promptly upon receipt or

preparation, copies of all reports, studies, analyses, investigations, notices, contracts,
correspondence, claims. complaints, pleadings and other information and communications
received or prepared by Trustor at any time in connection with any Remediation Work.

(g) Beneficiary's Right. Beneficiary shall have the right, but not the obligation,
to participate in any action or proceeding relating to the presence of Hazardous Substances in,
on, under or at the Property or any past or present Release or threatened Release of any
Hazardous Substances in, on, under or at the Property, or any past or present violation of any
Environmental Laws at the Property. Beneficiary shall have the right, but not the obligation, to
participate in any action or proceeding relating to the necessity for, or adequacy of, any
Remediation Work.

6.6 Indemnity. Trustor shall indemnify and defend lndemnitees against and hold
Tndemnitees harmless from all claims, demands, judgments, fines, encumbrances, liens,
liabilities, losses, damages (including all consequential damages, all stigma damages and all
damages for personal injury, including death or disease, or damage or destruction to property of
others or damage or destruction to natural resources occurring on or off the Property, whether
foreseeable or unforeseeable), costs and expenses in any way arising from, relating to or

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connected with: (a) any Hazardous Substances in, on, under or at the Property; (b) any past,
present or future violation of any Environmental Laws at the Property; (c) any breach of any
representation or warranty made by Trustor in this Deed of Trust; (d) any failure to perform any
obligation ofTrustor in accordance with this Deed of Trust; (e) any investigation, inquiry, order
(whether voluntary or involuntary), hearing, action or other proceeding by or before any
governmental or quasi-governmental agency in connection with any actual or alleged Hazardous
Substance Activity; (f) any loss of value of the Property directly or indirectly arising as a result
of the presence of any Hazardous Substances in, on, under or at the Property or any Hazardous
Substance Activity; and (g) any action or other proceeding to enforce this indemnity. The
foregoing indemnification shall include all costs and expenses of investigation, monitoring,
Remediation Work, containment, abatement, removal, repair, cleanup, restoration and remedial
work, penalties and fines, attorneys' fees and disbursements, consultants' fees, contractors' fees,
experts' fees, laboratory fees, and other response costs. If Trustor fails to perform any obligation
of Trustor in accordance with this Deed of Trust, Beneficiary shall have the right, but not the
obligation, to perform such obligation on behalf of Trustor. Trustor shall, on demand, pay to
Beneficiary all sums expended by Beneficiary in the performance of any such obligations of
Trustor, together with interest thereon from the date of expenditure until paid at the default rate
provided in the applicable Senior Loan Agreement.

6. 7 Assessment. If any Event of Default occurs, or if Beneficiary has reason to believe

that there has been a Hazardous Substance Activity on the Property, Beneficiary shall have the
right, but not the obligation, at the expense of Trustor, to obtain a comprehensive environmental
assessment and report of the Property, including soil and groundwater sampling in scope
satisfactory to Beneficiary, prepared by an engineer selected by Beneficiary. The purpose of
such assessment will be to ascertain whether any Hazardous Substances are present or any
Release or threatened Release of any Hazardous Substances has occurred in, on, under or at the
Property (or any nearby real property which could migrate to the Property) or any violation of
any Environmental Laws exists at the Property. Trustor shall, on demand, pay to Beneficiary all
sums expended by Beneficiary in connection with any such comprehensive environmental
assessment and report, together with interest thereon from the date of expenditure until paid at
the default rate under the applicable Senior Loan Agreement.

6.8 Independent Obligations. The obligations of Trustor under this Article 6 are separate
from and in addition to the obligations to pay the Secured Obligations and to perform the other
obligations secured by this Deed of Trust. The liability of Trustor under this Article 6 shall not
be limited to or measured by the amount of the Secured Obligations or the value of the Property.
Trustor shall be fully and personally liable for all obligations of Trustor under this Article 6 and
a separate action may be brought and prosecuted against Trustor under this Article 6. The
liability of Trustor under this Article 6 shall not be subject to any limitation set forth in the
Facility Agreements or elsewhere in this Deed of Trust on personal liability for the payment of
the Secured Obligations under the Facility Agreements, or the remedies of Beneficiary for
enforcement of the obligations under the Facility Agreements or this Deed of Trust, or the
recourse of Beneficiary for satisfaction of such obligations. Trustor agrees that no action for the
enforcement of or recovery of damages under this Article 6 shall constitute an action within the
meaning of Sections 580a, 580d, or 726(6) of the California Code of Civil Procedure. No
judgment against Trustor in any action pursuant to this Article 6 shall constitute a money
judgment or a deficiency judgment within the meaning of California Code of Civil Procedure

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Section 726(a). This Article 6 and the obligations ofTrustor hereunder shall survive, and remain
in full force and effect after, the repayment or satisfaction of the Secured Obligations, any
reconveyance of this Deed of Trust or any foreclosure of this Deed of Trust (whether by judicial
action, exercise of the power of sale, deed in lieu of foreclosure, or otherwise), Beneficiary shall
have the right to enforce this Article 6 after any such repayment, satisfaction, reconveyance or
foreclosure, and Beneficiary may enforce the obligations of Trustor hereunder independently of
any rights or remedies of Beneficiary set forth in the Facility Agreements. Trustor waives the
right to assert any statute of limitations as a bar to the enforcement of this Article 6 or to any
action brought to enforce this Article 6. This Article 6 shall not affect, impair or waive any
rights or remedies of Beneficiary or any obligations ofTrustor with respect to any Environmental
Laws (including Beneficiary's rights or reimbursemenl or contribution under Environmental
Laws). The remedies in this Article 6 are cumulative and in addition to all remedies provided by
law. The provisions of this Article 6 are intended to be "environmental provisions" pursuant to
Section 736( I )(2) of the California Code of Civil Procedure.

ARTICLE 7 - MISCELLANEOUS PROVISIONS

7.1 No Waiver. By accepting payment of any sum secured hereby after its due date or in
an amount less than the sum due, Beneficiary does not waive its rights either to require prompt
payment when due of all other sums so secured or to declare a default as herein provided for
failure to pay the total sum due.

7.2 Trustee's Powers. At any time, or from time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this Deed of Trust and
the Note for endorsement, and without affecting the personal liability of any person for payment
of all or any portion of the Secured Obligations secured hereby or the effect of this Deed of Trust
upon the remainder of the Property, Trustee may: reconvey any part of the Property; except as
expressly prohibited by the Permitted Exceptions, consent in writing to the making of any map or
plat thereof; except as expressly prohibited by the Permitted Exceptions, join in granting any
easement thereon; or join in any extension agreement or any agreement subordinating the lien or
charge hereof.

7.3 Subrogation. Beneficiary shall be subrogated for further security to the lien, although
released of record, of any and all encumbrances paid out of the proceeds of any loan or
obligations secured by this Deed of Trust.

7.4 Beneficiary's Right to Enter, Inspect and Cure. Beneficiary is authorized, by itself,
its contractors, agents, employees or workers, to enter at any reasonable time upon any part of
the Property for the purpose of inspecting the same, and for the purpose of performing any of the
acts it is authorized to perform under the terms of the Facility Agreements, the Collateral Agency
and lntercrcditor Agreement, and this Deed of Trust.

7 .5 Successors in Interest and Interpretation. Subject to the provisions of Section 2.21

hereof, this Deed of Trust applies to, inures to the benefit of, and binds Trustor, Trustee, and
Beneficiary, their respective heirs, legatees, devisees, administrators, executors, successors and
assigns. The term "Beneficiary" shall mean the Collateral Agent under the Collateral Agency
and lntercreditor Agreement and any successor Collateral Agent as provided under the Collateral

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Agency and Intercreditor Agreement, whether or not named as Beneficiary in this Deed of Trust.
In this Deed of Trust, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural. The word "person" shall
include, but not limited to, a natural person, corporation, partnership or other form of association
or entity. Any reference in this Deed of Trust to any document, instrument or agreement creating
or evidencing an obligation secured hereby shall include such document, instrument or
agreement both as originally executed and as it may from time to time be modified in writing
signed by the party against whom enforcement is sought.

7 .6 Affidavit to Trustee. Trus.tee, upon presentation to it of an affidavit signed by or on

behalf of Beneficiary, setting forth any fact or facts alleging a default by Trustor under any of the
terms or conditions of this Deed of Trust, is authorized to accept as true and conclusive all facts
and statements in such affidavit and to act hereunder in complete reliance thereon.

7.7 Severability. If any provision hereof should be held unenforceable or void, then such
provision shall be deemed separable from the remaining provisions and shall in no way affect the
validity of this Deed of Trust.

7.8 Trustee's Acceptance. Trustee accepts this trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. The trust created
hereby is irrevocable by Trustor.

7.9 No Obligation to Notify. Trustee shall be under no obligation to notify any party
hereto of any action or proceeding of any kind in which Trustor, Beneficiary and/or Trustee shall
be a party, unless brought by Trustee, or of any pending sale under any other deed of trust.

7.10 Substitution of Trustee. Beneficiary may, from time to time, in accordance with
applicable law, substitute a successor or successors for the Trustee named herein or acting
hereunder. Such instrument shall be conclusive proof of the proper substitution of such
successor trustee, who shall have all the estate, powers, duties and trusts in the premises vested
in or conferred on the original trustee.

7.11 Waiver of Statute of Limitations. The right to plead any and all statutes of
limitation as a defense to any demand secured by this Deed of Trust is hereby waived to the full
extent permitted by law.

7.12 Truslor Waiver of Rights. Trustor waives, to the extent permitted by law: (a) the
benefit of all laws now existing or that may hereafter be enacted providing for any appraisement
before sale of any portion of the Property; (b) all rights and remedies which Trustor may have or
be able to assert by reason of the laws of the State of California pertaining to the rights and
remedies of sureties; and (c) all rights of valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the Secured Obligations and marshaling in the
event of foreclosure of the liens hereby created.

7.13 Notices. The provisions of Section 11.9 of the Senior Loan Agreement (or the
applicable section governing "Notices" or such similar term) are incorporated herein by
reference.

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 7.14 Notice to Trustor. Trustor requests that a copy of any notice of default and of any
notice of sale hereunder be mailed to Trustor at the address set forth above.

7.15 Reconveyance. Upon written request of Beneficiary stating that all sums secured
hereby have been paid and upon surrender to Trustee of this Deed of Trust and the Note for
cancellation and retention and upon payment of its fees, Trustee shall reconvey, without
warranty, the Property and any Collateral then held hereunder. The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The
grantee in such reconveyance may be described as "the person or persons legally entitled
thereto."

7.16 Releases, Extensions, Modifications and Additional Security. Without affecting

the liability or obligations of any person, including Trustor, for the performance of any
obligations secured hereby (excepting only any person or property otherwise expressly released
in writing by Beneficiary), Beneficiary may, from time to time and without notice, release any
person liable for payment of any of said Secured Obligations or the performance of any of said
obligations, extend the time of payment or otherwise alter the terms of any of said obligations,
accept additional security therefor of any kind, including trust deeds or mortgages, or alte'r,
substitute or release any property securing said obligations.

7.17 Obligations of Trustor Joint and Several. If more than one person has executed
this Deed of Trust as "Trustor," the obligations of all such persons hereunder shall be joint and
several.

7.18 Headings. The headings of each paragraph are for convenience only and shall be
disregarded in construing this Deed of Trust.

7.19 Sale of Participation. Subject to the terms and prov1s1onsof each Facility
Agreement, Beneficiary or the applicable Designated Agent Party may, at any time, sell, transfer,
assign the obligations secured hereby or grant participations herein and in any and all notes and
other obligations secured hereby, and Beneficiary or such Designated Agent Party may forward
to each purchaser, prospective purchaser, participant and prospective participant all documents
and information which Beneficiary or such Designated Agent Party now has or later may acquire
relating to those obligations and to Trustor, and any holders of equity interests in Trustor,
whether furnished by Trustor or otherwise, as Beneficiary or such Designated Agent Party
determines necessary or desirable.

7.20 Governing Law. This Deed of Trust shall be construed and enforced in
accordance with the laws of the State of California withm1tregard to such state's conflicts of
laws principles.

7.21 Counterparts. This Deed of Trust may be executed in counterparts, all of which
executed counterparts shall together constitute a single document. Signature pages may be
detached from the counterparts and attached to a single copy of this document to physically form
one document.

7.22 Non-Borrower Trustor. Trustor acknowledges and understands that Beneficiary's

interest in the Secured Obligations and the Property encumbered by this Deed of Trust and in the

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enforcement of Borrower's obligations conflicts with Trustor's interest in the Property. Trustor
understands that its pledge of the Property to Beneficiary under this Deed of Trust can involve
substantial risk for Trustor and agrees that Beneficiary is not an agent, trustee or fiduciary for
Trustor, and undertakes no duty, obligation or special relationship to Trustor to protect and not
act adversely to Trustor's interests or to prefer Trustor's interests to those of Beneficiary or
others. In furtherance thereof and without limitation thereto:

(a) As used in this Deed of Trust, "Third Party Secured Obligation" means
any obligation or Indebtedness secured by the Deed of Trust which is required to be performed
by any person or entity other than Trustor. As used in this Section 7.22, "Borrower" means the
person or entity obligated to perform any Third Party Secured Obligation.

(b) Trustor hereby unconditionally authorizes Beneficiary to perform any or

all of the following acts at any time in Beneficiary's sole discretion, all without notice or
consideration to or the consent of Trustor and without affecting Beneficiary's rights or Trustor's
obligations under this Deed of Trust:

(i) Beneficiary may alter any terms of the Third Party Secured
Obligation or any part of it, including renewing, compromising, extending or
accelerating, or otherwise changing the time for payment of, or increasing or decreasing
the rate of interest on, the Third Party Secured Obligation or any part of it.

(ii) Beneficiary may take and hold security for the Third Party Secured
Obligation, accept additional or substituted security for the Third Party Secured
Obligation, and subordinate, exchange, enforce, waive, release, compromise, fail to
perfect and sell or otherwise dispose of any such security.

(iii) Beneficiary may direct the order and manner of any sale of all or
any part of any security now or later to be held for the Third Party Secured Obligation,
and Beneficiary may also bid at any such sale.

(iv) Beneficiary may apply any payments or recoveries from Borrower,

Trustor or any other source, and any proceeds of any security, to the Third Party Secured
Obligation in such manner, order and priority as Beneficiary may elect, whether that
obligation is secured by this Deed of Trust or not at the time of the application.

(v) Beneficiary may release Borrower of its liability for the Third
Party Secured Obi igation or any part of it.

(vi) Beneficiary may substitute, add or release any one or more

guarantors or endorsers.

(vii) In addition to the Third Party Secured Obligation, Beneficiary may

extend other credit to Borrower, and may take and hold security for the credit so
extended.

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 (c) Trustor expressly agrees that until each and every term, covenant and
condition of the Third Party Secured Obligations, this Deed of Trust and the other Facility
Agreements is fully performed,Trustor shall not be released by or because of:

(i) Any act or event which might otherwise discharge, reduce, limit or
modify Trustor' s obligations under this Deed of Trust;

(ii) Any waiver, extension, modification, forbearance, delay or other

act or omission of Beneficiary, or its failure to proceed promptly or otherwise against
Borrower,Trustor, or any other party or any security;

(iii) Any action, omission or circumstance which might increase the

likelihood that Trustor may be called upon to perform under this Deed of Trust or which
might affect the rights or remedies ofTrustor against Borrower; or

(iv) Any dealings occurring at any time between Borrower and

Beneficiary,whether relating to the Third Party Secured Obligation or otherwise.

(d) Trustor hereby expressly waives and surrenders any defense to its liability
under this Deed of Trust based upon any of the foregoing acts, omissions, agreements,waivers or
other matters. It is the purpose and intent of this Deed of Trust that the obligations of Trustor
under it shall be absolute and unconditional under any and all circumstances.No provision or
waiver in this Deed of Trust shall be construed as limiting the generality of any other waiver
contained in this Deed of Trust. Trustor further waives:

(i) All statutes of limitations as a defense to any action or proceeding

brought against Trustor by Beneficiary,to the fullest extent permittedby law;

(ii) Any right it may have to require Beneficiary to proceed against

Borrower, proceed against or exhaust any security held from Borrower or others, or
pursue any other remedy in Beneficiary'spower to pursue;

(iii) Any defense based on any claim that Trustor's obligations exceed
or are more burdensomethan those of Borrower;

(iv) Any defense Truster may have to enforcement of this Deed of

Trust by reason of an election of remediesby Beneficiary;

(v) Any defense based on any legal disability of Borrower, any

release, discharge, modification, impairment or limitation of the liability of Borrower to
Beneficiary from any cause, whether consented to by Beneficiary or arising by operation
of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out·of
court, for the adjustment of debtor creditor relationships ("lnsolv~ncyProceeding"), and
any rejection or disaffirmance of the Third Party Secured Obligation, or any part of it, or
any security held for it, in any such Insolvency Proceeding;

(vi) Any defense based on any action taken or omitted by Beneficiary

in any InsolvencyProceeding, including any election to have Beneficiary'sclaim allowed

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 as being secured, partially secured or unsecured, any extension of credit by Beneficiary to
Borrower in any Insolvency Proceeding, and the taking and holding by Beneficiary of
any security for any such extension of credit;

(vii) All presentments, demands for performance, notices of

nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of
this Deed of Trust and of the existence, creation, or incurring of new or additional
indebtedness, and demands and notices of every kind;

(viii) Any defense based on or arising out of any defense that Borrower
may have to the payment or performance of the Third Party Secured Obligation or any
part of it; and

(ix) The right to assert suretyship defenses generally.

(e) Upon an Event of Default by Borrower, Beneficiary in its sole discretion,

without prior notice to or consent of Truster, may (i) foreclose either judicially or nonjudicially
against any real or personal property security it may hold for the Third Party Secured Obligation,
(ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the
Third Party Secured Obligation or any part of it or make any other accommodation with
Borrower, Trustor or any other party, or (iv) exercise any other remedy against Borrower or any
other party or any security. No such action hy Beneficiary shall release or limit the liability of
Trustor, who shall remain liable under this Deed of Trust after the action, even if the effect of the
action is to deprive Truster of any subrogation rights, rights of indemnity, or other rights to
collect reimbursement from Borrower or any other party for any sums paid to Beneficiary,
whether contractual or arising by operation of law or otherwise. Trustor expressly agrees that
under no circumstances shall it be deemed to have any right, title, interest or claim in or to any
real or personal property to be held by Beneficiary or any third party after any foreclosure or
transfer in lieu of foreclosure of any security for the Third Party Secured Obligation.

(f)Until full and final payment of the Third Party Secured Obligation, and
regardless of whether Trustor may have made any partial payments of the Third Party Secured
Obligation to Beneficiary, Truster hereby waives (i) all rights of subrogation, all rights of
indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to
Beneficiary, whether contractual or arising by operation of law (including the United States
Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any
remedy that Beneficiary may have against Borrower, and (iii) all rights to participate in any
security now or later to be held by Beneficiary for the Third Party Secured Obligation.

(g) Truster understands and acknowledges that if Beneficiary forecloses

judicially or nonjudicially against any real property security for the Secured Obligations, that
foreclosure could impair or destroy any right that Truster may have to seek reimbursement,
contribution or indemnification from Borrower or others based on any right Trustor may have of
subrogation, reimbursement, contribution or indemnification. Truster further understands and
acknowledges that in the absence of the provisions of this Deed of Trust, such potential
impainnent or destruction ofTrustor's rights, if any, may entitle Truster to assert a defense to the
enforcement of this Deed of Trust. By executing hereof, Truster freely, irrevocably and

] 148307v7 -34-
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unconditionally: (i) waives and relinquishes that defense and agrees that Trustor will be fully
liable under this Deed of Trust even though Beneficiary may foreclose judicially or nonjudicially
against any real property security for the Secured Obligations; (ii) agrees that Trustor will not
assert that defense in any action or proceeding which Beneficiary may commence to enforce this
Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Trustor
under this Deed of Trust include any right or defense that Trustor may have or be entitled to
assert based upon or arising out of the laws of the state where the Property is located, and (iv)
acknowledges and agrees that Secured Parties are relying on this waiver in making or continuing
the Secured Obligations, and that this waiver is a material part of the consideration which
Secured Pmiies are receiving for making or continuing the Secured Obligations.

(h) If Beneficiary is required to pay, return or restore to Borrower or any other

person any amounts previously paid on the Third Party Secured Obligation because of any
Insolvency Proceeding of Borrower, any stop notice or any other reason, the obligations of
Trustor shall be reinstated and revived and the rights of Beneficiary shall continue with regard to
such amounts, all as though they had never been paid.

(i) Trustor acknowledges that the Deed of Trust secures, among other things,
credit extended to Borrower. Beneficiary has made no representation to Trustor as to the
creditworthiness of Borrower.

(j) Trustor acknowledges that Trustor has had adequate opportunity to

carefully read this Deed of Trust and to consult with an attorney of Trustor's choice prior to
signing it. No consent, approval or authorization of or notice to any person or entity is required
in connection with Trustor's execution of and obligations under this Deed of Trust. No course of
prior dealing, usage of trade, parol or extrinsic evidence of any nature shall be used to
supplement, modify or vary any of the terms hereof

7 .23 Collateral Agency and lntercreditor Agreement. In the event of any conflict
between the terms, conditions and provisions of this Deed of Trust and the Collateral Agency
and Jntercreditor Agreement, the terms, conditions and provisions of the Collateral Agency and
Intercreditor Agreement shall prevail.

ARTICLE 8 - CALIFORNIA PROVISIONS

Notwithstanding anything contained herein to the contrary:

8.1 Principles Of Construction. In the event of any inconsistencies between the terms and
conditions of this Article 8 and the other terms and conditions of this Deed of Trust, the terms
and conditions of this A1ticle 8 shall control and be binding.

8.2 No "Mortgagee-In-Possession" Status. Neither the assignment of Leases and Rents

contained in this Deed of Trust, nor the exercise by Beneficiary of any of its rights or remedies
under this Deed of Trust shall be deemed to make Beneficiary a "mortgagee- in-possession" or
otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by
agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property
by any court at the request of Beneficiary or by agreement with Trustor, or the entering into

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possession of the Property by such receiver, be deemed to make Beneficiary a "mortgagee-in-
possession" or otherwise liable in any manner with respect to the Property

8.3 Power of Sale And Other Rights.

(i) This instrument may be foreclosed in any manner permitted by the laws of the
State of California. The sale or sales of less than the whole of the Property shall not exhaust the
power of sale herein granted, and Trustee is specifically empowered to make successive sales
under such power until the whole of the Property shall be sold. Should Beneficiary elect to
invoke the power of sale of the Property, or any part thereof, which is real property as provided
above, Beneficiary or Trustee shall give such notice of default and election to sell as may then be
required by law. Thereafter, upon the expiration of such time and the giving of such notice of
sale as may then be required by law, and without the necessity of any demand on Trustor,
Trustee, at the time and place specified in the notice of sale, shall sell the Property or any part
thereof at public auction to the highest bidder for cash in lawful money of the United States, or
cash equivalent acceptable to Trustee and Beneficiary, payable at time of sale. After deducting
all costs, fees and expenses of Trustee and of this trust, including costs of evidence of title in
connection with the sale, Trustee shall apply the proceeds of sale to payment of: all sums
expended under this Deed of Trust, not then repaid, with interest thereon from the date of
expenditure until paid at the Default Rate; all indebtedness and other obligations secured hereby
in the order provided in the Senior Loan Agreement and accompanying loan documents for the
loan made and governed thereby (collectively, the "Senior Loan Documents"); and the
remainder, if any, to the person or persons legally entitled thereto. Trustee may, and upon
request of Beneficiary shall, from time to time, postpone any sale hereunder by public
announcement thereof at the time and place noticed therefor or by giving notice of the time and
place of the postponed sale in the manner required by law. If the Property consists of several
lots, parcels or items of property, Beneficiary may designate the order in which such lots,
parcels or items shall be offered for sale or sold. Should Beneficiary desire that more than one
sale or other disposition of the Property be conducted, Beneficiary may, at its option, cause the
same to be conducted simultaneously, or successively, on the same day, or at such different times
and in such order as Beneficiary may deem to be in its best interests, and no such sale shall
terminate or otherwise affect the lien of this Deed of Trust on any part of the Property not sold
until all indebtedness secured hereby has been fully paid. In the event of default of any
purchaser, Trustee shall have the right to resell the Property as set forth above.

(ii) In addition to any other right, with or without a foreclosure, Beneficiary may institute a
judicial action for the foreclosure or enforcement of the assignments, liens, and security interests
hereof subject to the terms of the Senior Loan Documents and applicable California law. If a
nonjudicial foreclosure hereunder is commenced by Beneficiary, Beneficiary, at any time before
the sale, may abandon the sale and judicially foreclose and/or enforce the assignments, liens and
security interests hereof subject to the terms of the Senior Loan Documents and applicable
California law. If Beneficiary should institute a suit for judicial foreclosure or enforcement of
the assignments, liens, and security interests hereof, Beneficiary may, at any time before the
entry of a final judgment in such suit, dismiss the same, and sell the Property, or any part
thereof, in accordance with the power of sale provisions of this Deed of Trust. To the extent
applicable, with respect to fixtures, Beneficiary or Trustee may elect to treat same as either real
property or personal property and proceed to exercise such rights and remedies applicable to the

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categorization so chosen. Beneficiary may proceed against the real property and any personal
property (and other collateral for the Loan) separately or together in any order whatsoever,
without in any way affecting or waiving Beneficiary's rights and remedies under the California
Commercial Code, this Deed of Trust, and any Facility Agreement.

(iii) Every right, power and remedy granted to Trustee or Beneficiary in this Deed of Trust
shall be cumulative and not exclusive, and in addition to all right, powers and remedies granted
at law or in equity or by statute, and the exercise of any such right, power or remedy shall not be
deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or
remedy. Trustor hereby requests that a copy of any notice of default and of notice of sale under
this Deed of Trust be mailed to Trustor at the address of Trustor set forth in Section 7. I 3 as
required by applicable law.

8.4 Environmental Provisions.

(i) Beneficiary may waive its lien against the Property or any portion thereof, whether
fixtures or personal property, to the extent such property is found to be "environmentally
impaired" or an "affected parcel" in accordance with California Code of Civil Procedure Section
726.5 and may exercise any and all rights and remedies of an unsecured creditor against Trustor
and all of Trustor's assets and property for the recovery of any deficiency and Environmental
Costs (as hereafter defined), including. but not limited to, seeking an attachment order under
California Code of Civil Procedure Section 483.010. The term "'Environmental Costs" shall
mean any costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments
to third parties, and other reasonable out-of-pocket costs or expenses actually incurred or
advanced by Beneficiary relating to the cleanup, remediation or other response action required
by Environmental Laws (as defined in the Senior Loan Agreement) or which Beneficiary
reasonably believes necessary to protect the Property. As between Beneficiary and Trustor, for
purposes of California Code of Civil Procedure Section 726.5, Trustor shall have the burden of
proving that Trustor or any related party (or any affiliate or agent of Trustor, Borrower, or any
related party) was not in any way negligent in permitting the release or threatened release of the
Hazardous Substances. Trustor acknowledges and agrees that, if this clause (i) applies, then
notwithstanding any term or provision contained herein or in the Facility Agreements, all
judgments and awards entered against Trustor shall be exceptions to any nonrecourse or
exculpatory provision of the Facility Agreements, and Trustor shall be fully and personally
liable for all judgments and awards entered against Trustor relating to Environmental Costs and
such liability shall not be limited to the original principal amount of the obligations secured by
this Deed of Trust and Trustor's obligations shall survive the foreclosure, deed in lieu of
foreclosure, release, reconveyance, or any other transfer of the Property or this Deed of Trust.
For purposes of determining Beneficiary's right to proceed as an unsecured creditor under
California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully
permitted or acquiesced in a release or threatened release of hazardous materials, within the
meaning of California Code of Civil Procedure Section 726.S(d)(l ), if the release or threatened
release of hazardous materials was knowingly or negligently caused or contributed to by any
lessee, occupant or other user of any portion of the Property and Trustor knew or should have
known of the activity by such lessee, occupant or user which caused or contributed to the release

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or threatened release. Further, for the purposes of any action brought by or on behalf of
Beneficiary under this Section 8.4(i). Trustor hereby waives the defense of !aches and any
applicable statute of limitations.

(ii) In the event Beneficiary elects, in accordance with California Code of Civil Procedure
Section 726.5, to waive all or part of the security of this Deed of Trust and proceed against
Trustor on an unsecured basis, the valuation of the Property, the determination of the
environmentallyimpaired status of such security and any cause of action for a money judgment
shall, at the request of Beneficiary,be referred to a referee in accordancewith California Code of
Civil Procedure Sections 638 et seq. Such referee shall be an impartialM.A.!. appraiser selected
by Beneficiary and approved by Trustor, which approval shall not be unreasonablywithheld or
delayed. If the parties cannot agree on an M.A.!. appraiser reasonably approved by Trustor,
either party may apply to the presiding judge of the Superior Court in which the Property is ·
located to make such appointment. The decision of such referee shall be binding upon both
Beneficiary and Trustor, and judgment upon the award rendered by such referee shall be entered
in the court in which such proceeding was commenced in accordance with California Code of
Civil Procedure Sections 644 and 645. Trustor shall pay all reasonable costs and expenses
incurred by Beneficiary in connection with any proceeding under California Code of Civil
Procedure Section 726.5, as such section may be amended from time to time.

(iii) Beneficiary or its agents, acting by themselves or through a court appointed receiver,
may upon reasonable advance notice to Trustor, subject, however, to the rights of the lessees
under their Leases, enter upon the Property or any part thereof and may perform such acts and
things as Beneficiary deems reasonably necessary or desirable to inspect, investigate, assess,
and protect the security hereof, including without limitationof any of its other rights: (y) obtain
a court order to enforce Beneficiary's right to enter and inspect the Property under California
Civil Code Section 2929.5, to which the decision of Beneficiary as to whether there exists a
release or threatened release of any Hazardous Substance onto the Property shall be deemed
reasonable and conclusive as between the parties hereto; and (z) have a receiver appointed
under California Code of Civil Procedure Section 564 to enforce Beneficiary's right to enter and
inspect the Property for Hazardous Substances. Subject to the Facility Agreements, if the
Property is in violation of Environmental Laws, all reasonable costs and expenses incurred by
Beneficiary with respect to the audits, tests, inspections, and examinationswhich Beneficiary or
its agents or employees may conduct, including the reasonable fees of the engineers,
laboratories, contractors, consultants and attorneys, shall become part of the indebtedness
secured hereby and shall be paid by Trustor upon demand with interest at the Default Rate from
the date when paid by Beneficiary.

(iv) Beneficiary may seek a judgment that Trustor has breached its covenants,
representations, warranties and/or other provisions with respect to the environmentalprovisions
set forth in this Deed of Trust or in the Facility Agreements by commencingand maintaining an
action or actions in any court of competent jurisdiction for breach of contract pursuant to
California Code of Civil Procedure Section 736, whether commenced prior to or after
foreclosure of the Property, and may seek the recovery of Environmental Costs, it being
conclusively presumed between Beneficiary and Trustor that all such Environmental Costs
incurred or advanced by Beneficiary relating to the cleanup, remediationor other response action

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of or to the Property were made by Beneficiary in good faith. Trustor acknowledgesthat such
an action shall not constitute an action within the meaning of Section 726(a) of the California
Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency
judgment within the meaning of Sections 580a, 580b, 580d or 726(b) of the California Code of
Civil Procedure. All Environmental Costs incurred by Beneficiary (including court costs,
consultant fees and reasonable attorneys' foes and disbursements,whether incurred in litigation
or not and whether before or after judgment) shall bear interest at the Default Rate from the date
of expenditure until said sums have been paid. Beneficiary shall be entitled to bid, at the sale of
the Property held under any provision of this Deed of Trust, the amount of said costs, expenses
and interest in addition to the amount of the other obligations hereby secured as a credit bid, the
equivalent of cash.

(v) Without limiting any of the remedies provided in the Facility Agreements, Trustor
acknowledges and agrees that the provisions of this Section 8.4/v) are "environmental
provisions" (as defined in Section 736(1)(2) of the California Code of Civil Procedure)made by
Trustor relating to the Property (the "EnvironmentalProvisions"). Trustor's breach or a failure to
comply with the Environmental Provisions shall constitute a breach of contract entitling
Beneficiary to all remedies provided under Section 736 of the California Code of Civil
Procedure for the recovery of damages and for the enforcementof the EnvironmentalProvisions.
Pursuant to Section 736 of the California Code of Civil Procedure, Beneficiary's action for
recovery of damages or enforcement of the Environmental Provisions shall not constitute an
action within the meaning of Section 726(a) of the California Code of Civil Procedure or
constitute a money judgment for a deficiency or a deficiency judgment within the meaning of
Sections 580a, 580b, 580d and 726(b) of the California Code of Civil Procedure. The rights and
remedies provided for under the Facility Agreements are separate and distinct causes of action
that shall not be abrogated, modified, limited or otherwise affected by the remedies provided
under Section 736(a) of the California Code of Civil Procedure.

(vi) Nothing herein shall be deemed to limit the right of Beneficiaryto recover, in accordance
with California Code of Civil Procedure Section 736 (as such section may be amended from
time to time), any reasonable costs, expenses, liabilities or damages, including reasonable
attorneys' fees and costs, incurred by Beneficiary and arising from any covenant, obligation,
liability, representationor warranty contained in any Facility Agreement given to Beneficiary,or
any order, consent decree or settlement relating to the cleanup of Hazardous Substancesor any
other "environmentalprovision" (as defined in such section 736) relating to the Property or any
portion thereof or the right of Beneficiary to waive, in accordance with the California Code of
Civil Procedure Section 726.5 (as such Section may be amended from time to time), the security
of this Deed of Trust as to any parcel of the Property that is "environmentallyimpaired" or is an
"affected parcel" (as such terms are defined in such Section 726.5), and as to any personal
property attached to such parcel, and thereafter to exercise against Trustor, to the extent
permitted by such Section 726.5, the rights and remedies of any unsecured creditor, including
reduction of Beneficiary'sclaim against Trustor to judgment, and any other rights and remedies
permitted by law.

8.5 Right of Entry. In addition to any other rights or remedies granted under this Deed of
Trust but subject to the terms and conditions of the Senior Loan Agreement and the rights of

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lessees, Beneficiary and its agents, acting by themselves or through a court appointed receiver,
upon reasonable advance notice to Trustor and an opportunity to be present, shall have the right
to enter upon the Property or any part thereof and perform such acts and things as Beneficiary
deems necessary or desirable to inspect, investigate, assess, and protect the security thereof.
Without limitation of any of its other rights and subject to the provisions of the Senior Loan
Agreement, Beneficiary shall have the right to: (i) obtain a court order to enforce Beneficiary's
right to enter and inspect the Property under California Civil Code Section 2929.5 to which the
decision of Beneficiary as to whether there exists a release or threatened release of Hazardous
Substance onto the Property shall be deemed reasonable and conclusive as between the parties
hereto and (ii) have a receiver appointed under California Code of Civil Procedure Section 564
to enforce Beneficiary's right to enter and inspect the Property for Hazardous Substances.
Subject to the Facility Agreements, if Hazardous Substance in violation of Environmental Laws
are revealed by such audits, tests, inspections and examinations, all reasonable costs and
expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations
which Beneficiary or its agents or employees may conduct, including the reasonable fees of the
engineers, laboratories, contractors, consultants, and attorneys, shall be paid by Trustor five (5)
Business Days following demand with interest at the Default Rate from the date paid by
Beneficiary. Such costs, if not paid for by Trustor following demand, may be part of the
indebtedness secured by this Deed of Trust and shall bear interest thereafter until paid at the
Default Rate.

8.6 Insurance Notice. Beneficiary hereby notifies Trustor of the provisions of Section
2955.S(a) of the California Civil Code, which reads as follows:

"No lender shall require a borrower, as a condition of receiving or maintaining a

loan secured by real property, to provide hazard insurance coverage against
risks to the improvements on that real property in an amount exceeding the
replacement value of the improvements on the property,"

This disclosure is being made by Beneficiary to Trustor pursuant to Section 2955.S(b) of the
California Civil Code. Trustor hereby acknowledges receipt of this disclosure and acknowledges
that this disclosure has been made by Beneficiary before execution of any note or security
document evidencing or securing the Loan.

8.7 Commercial Loan. Trustor represents and warrants that the Loan is for commercial
purposes, and not for personal, household or consumer purposes.

8.8 Other Loan Documents. Notwithstanding anything to the contrary set forth herein or in
the other Facility Agreements or any guaranty or indemnity agreement, this Deed of Trust
secures only the obligations of Trustor and only under such agreements which it is party to, and
does not secure the obligation of any other person or entity party to any such agreement.

8.9 Jl JDICIAL REFERENCE. TO THE EXTENT CALIFORNIA LAW APPLIES AND A

PREDISPUTE WAIVER OF THE RIGHT TO TRIAL BY JURY IS NOT ENFORCEABLE
UNDER APPLICABLE LAW, ANY AND ALL DISPUTES, CONTROVERSIES OR CLAIMS

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ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, WITHOUT LIMITATION,
THE MAKING, PERFORMANCE, OR INTERPRETATION OF THIS SECURITY
INSTRUMENT, SHALL BE HEARD BY A REFEREE AND RESOLVED BY JUDICIAL
REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE §638. THE
REFEREE SHALL BE AN ATTORNEY LICENSED TO PRACTICE LAW IN THE STATE
OF CALIFORNIA AND EXPERIENCED AND QUALIFIED IN REAL ESTATE MATTERS
OF THE TYPE CONTEMPLATED BY THIS AGREEMENT OR A RETIRED CALIFORNIA
SUPERIOR OR APPELLATE COURT JUDGE. THE PARTIES SHALL NOT SEEK TO
APPOINT A REFEREE THAT MAY BE DISQUALIFIED PURSUANT TO CALIFORNIA
CODE OF CIVIL PROCEDURE §641 or §641.2 WITHOUT THE PRIOR WRITTEN
CONSENT OF ALL PARTIES. IF THE PARTIES ARE UNABLE TO AGREE UPON A
REFEREE WITHIN TEN (IO) CALENDAR DAYS AFTER ONE PARTY SERVES A
WRITTEN NOTICE OF INTENT FOR JUDICIAL REFERENCE ON THE OTHER PARTY
OR PARTIES, THEN THE REFEREE WILL BE SELECTED BY THE COURT IN
ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE §640(b). ANY
DECISION OF THE REFEREE SHALL BE ENTERED AS A JUDGMENT IN THE COURT
IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE §§644 AND 645.
BORROWER BY ITS EXECUTION HEREOF DOES THEREBY, AND BENEFfCIARY BY
ITS ACCEPTANCE HEREOF DOES THEREBY, AFFIRM ITS AGREEMENT WITH THE
FOREGOING JUDICIAL REFERENCE PROVISION.

8.1 O Section 2938 of the California Civil Code. Beneficiary shall have all the rights and
remedies, and all of the benefits of Section 2938 of the California Civil Code.

8.11 Estoppels. Pursuant to the Atlas Lease, Trustor shall, without charge, at any time and
from time to time, within ten ( I 0) days after any request by Landlord, obtain from Beneficiary
and deliver to Landlord or any other person specified by Landlord, duly executed and
acknowledged, an estoppel certificate certifying (a) copies of the documents creating, evidencing
and securing the debt secured by any Leasehold Deed of Trust, (b) whether, to the knowledge of
Beneficiary, any default exists under such Leasehold Deed of Trust and (c) such other matters
relating to such Leasehold Deed of Trust as Landlord may reasonably request and any Leasehold
Deed of Trust shall contain an express obligation by Beneficiary to deliver such an estoppel
certificate upon request from time to time.
ARTICLE 9 - LEASEHOLD PROVISIONS

9.1 Representations and Warranties. Trustor hereby represents and warrants to

Beneficiary that as of the date hereof:

(a) the Atlas Lease is in full force and effect and unmodified;

(b) all rents (including any additional rents and other charges) reserved in the
Lease have been paid to the extent they were due and payable prior to the date hereof; and

(c) There is no existing default under the provisions of the Atlas Lease or in
the performance of any of the terms, covenants, conditions or warranties thereof on the part of

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the Trustor to be observed and performed beyond any applicable cure period provided in the
Atlas Lease.

9.2 Payments. Trustor will pay or cause to be paid all rents, additional rents, taxes,
assessments, water rates, sewer rents, and other charges mentioned in and made payable by
Trustor under the Lease for which provision has not been made hereinbefore, when and as often
as the same shall become due and payable, and Trustor will use commercially reasonable efforts
to obtain a proper receipt for any such item so paid or other reasonable supporting
documentation of such payment and will within ten (I 0) days after the time when such payment
shall be due and payable deliver to Beneficiary (upon request) original or copies of receipts, or
other reasonable supporting documentation, for any such payments.

9.3 Performance of Atlas Lease. Trustor will at all times faithfully keep and perform, or
cause to be kept and performed, within the time periods set forth in the Atlas Lease, all the
covenants and conditions contained in the Atlas Lease by Trustor thereunder required to be kept
and performed by Trustor and will conform to and comply with the tenns and conditions of the
Atlas Lease in all material respects when and as required thereunder, and Trustor will not do or
permit anything to be done, the doing of which, or refrain from doing anything the omission of
which, will impair or is reasonably likely to impair the security of this Deed of Trust or will be
grounds for declaring a termination or forfeiture of the Atlas Lease.

9.4 No Modification or Cancellation. Trustor will not surrender the Leasehold Estate and
its interest in and to the Atlas Lease, nor terminate or cancel or suffer the termination or
cancellation of the Atlas Lease, and it will not without the express written consent of
Beneficiary, modify, change, supplement, alter or amend the Atlas Lease, either orally or in
writing, and as further security for the repayment of the indebtedness secured hereby and for the
performance of the covenants herein and in the Atlas Lease, Trustor hereby assigns to
Beneficiary all of its rights, privileges and prerogatives under the Atlas Lease to terminate,
cancel, modify, change, supplement, alter or amend the Atlas Lease, and any such termination,
cancellation, or material modification, change, supplement, alteration or amendment of the Atlas
Lease without such prior written consent thereto by Beneficiary shall be void and of no force and
effect. Trustor does hereby expressly release, relinquish and surrender unto Beneficiary all of
Trustor's right, power and authority to cancel, surrender, materially amend, modify or alter in
any way the tenns and provisions of the Atlas Lease and any attempt on the part of Trustor to
exercise any such right without the written authority and consent thereto of Beneficiary being
first had and obtained shall constitute an event of default hereunder and the entire indebtedness
secured hereby shall, at the option of Beneficiary, become due and payable forthwith and without
notice.

9.5 No Subordination. Except as required by the Atlas Lease, Trustor shall not
subordinate the Atlas Lease or the Leasehold Estate to any mortgage, mortgage or other
encumbrance of, or lien on, the fee interest of any owner of the Property. Any such attempted
subordination shall be void and of no force or effect.

9 .6 No Waiver. Trustor will not waive, excuse, release or discharge in writing the
landlord under the Atlas Lease of or from any material obligations, covenants and agreements by
said landlord to be done and performed.

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 9.7 Subleases. Without limiting the obligation of Trustor to obtain Beneficiary's prior
written consent for any lease, all subleases entered into by Trustor with respect to all or any
portion of the Property (and any and all existing subleases modified or amended by Trustor) shall
provide that (a) the sublease is subordinate to the lien of this Deed of Trust, and (b) if
Beneficiary forecloses under this or any other deed of trust encumbering the Property or enters
into a new lease with the landlord under the Atlas Lease pursuant to the provisions for a new
lease contained in the Atlas Lease, the subtenant shall attorn to Beneficiary or its assignee and
the sublease shall remain in full force and effect in accordance with its terms notwithstanding the
tennination of the Atlas Lease.

9.8 Prepaid Rents: Security Deposits. Trustor hereby assigns to Beneficiary a security
interest in any and all prepaid rents and security deposits and all other security which the
landlord under the Atlas Lease now or hereafter holds for the perfonnance of Trustor's
obligations thereunder.

9.9 Arbitration: Appraisal. Trustor shall notify Beneficiary promptly in writing of

any request made by either party to the Atlas Lease for arbitration or appraisal proceedings
relating to the Atlas Lease and of the institution of any such arbitration or appraisal proceeding,
as well as of all proceedings thereunder, and shall promptly deliver to Beneficiary a copy of the
determination of the arbitrators in any such proceeding. Beneficiary shall have the right (but not
the obligation), following delivery of written notice to Trustor, to participate in the appointment
of any arbitrator or appraiser to be appointed by Trustor and (to the extent permitted under the
Atlas Lease) to participate in such arbitration or appraisal proceedings in association with
Trustor or on its own behalf as an interested party. Trustor shall notify Beneficiary of any legal
proceedings involving obligations under the Atlas Lease, and Beneficiary may intervene in any
such legal proceeding and be made a party. Trustor shall promptly provide Beneficiary with a
copy of any decision rendered in any such proceeding.

9.10 Notices. The entire indebtedness secured hereby shall immediately become due
and payable at the option of Beneficiary if (a) Trustor fails to give Beneficiary prompt notice of
any default by the landlord or the tenant, or both, under the Atlas Lease that is known to Trustor
(after expiration of all applicable notice and cure periods), (b) Trustor fails to give Beneficiary
prompt notice of the receipt by Trustor from the landlord thereunder of any notice of default by
Trustor under the Atlas Lease (for which all notice and cure periods have expired), (c) Trustor
fails to furnish to Beneficiary within ten ( I 0) business days after receipt of request therefor, any
and all reasonable information which Beneficiary may request (and which is in Truster's
possession and/or reasonable control) concerning the performance by Truster of the covenants of
the Atlas Lease or of the Deed of Trust, or (d) Truster intentionally fails to permit Beneficiary or
its representative at all reasonable times during an ongoing Event of Default only to make
investigation or examination concerning the performance by Truster of the covenants of the
Atlas Lease or of this Deed of Trust Truster further covenants and agrees that it will promptly
deliver to Beneficiary upon reasonable request any and all documentary evidence received by
Truster showing compliance by Trustor with the provisions of the Atlas Lease and will also
deliver to Beneficiary an exact copy of any material notice, communication, or other instrument
or document received or given by Trustor in any way relating to or affecting the Atlas Lease
which may concern or affect the estate of the landlord or the tenant in or under the Atlas Lease or

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in the premises thereby demised, and upon Truster's failure so to do, Beneficiary may, at its
option, declare the whole of said principal sum and accrued interest due and payable at once.

9.11 Performance by Beneficiary. Any default by Trustor as tenant under the Atlas
Lease shall constitute a default hereunder. For purposes of determining whether a default exists,
Beneficiary shall be entitled to rely on, and accept as correct, any notice of default delivered by ·
Lessor. Upon an Event of Default only, Beneficiary may (but shall not be obligated to) take any
action Beneficiary deems necessary or desirable to prevent or cure any default by Truster in the
performance of or compliance with any of Trustor's covenants and obligations under the Atlas
Lease. In such event, the performance by Beneficiary on behalf of Truster shall not remove or
waive, as between Trustor and Beneficiary, the corresponding default under the terms hereof
and any amount advanced and any costs incurred in connection therewith, with interest thereon,
shall be repayable by Trustor without demand and shall be secured hereby and any such failure
aforesaid shall be subject to all of the rights and remedies of Beneficiary under this Deed of
Trust available on account of any default hereunder.

9.12 Advances by Beneficiary. To the extent permitted by law, the price payable by
Trustor or by any other party so entitled, in the exercise of the right of redemption, if any, from a
sale of the Property under a judicial order or decree of foreclosure of this Deed of Trust shall
include all rents paid and other sums advanced by Beneficiary in behalf of Truster as the tenant
under the Atlas Lease.

9. 13 Release of Obligations. No release or forbearance of any of Trustor's obligations

under the Atlas Lease, pursuant to the Atlas Lease or otherwise, shall release Truster from any of
its obligations under this Deed of Trust, including its obligations with respect to the payment of
rent as provided for in the Atlas Lease and the performance of all of the terms, provisions,
covenants, conditions and agreements contained in the Atlas Lease, to be kept, performed and
complied with by the tenant therein.

9.14 Rights of Beneficiary. Beneficiary shall have the right at any time during an
Event of Default to:

(a) do any act or thing required of Truster under the Atlas Lease and any act or
thing done and performed by Beneficiary shall be as effective to prevent a forfeiture of Trustor's
rights under the Atlas Lease as if done by Truster itself; and

(b) realize on the security afforded by the Leasehold Estate by exercising

foreclosure proceedings or power of sale or other remedy afforded at law or in equity, or under
this Deed of Trust, and to:

(i) transfer, convey or assign the title ofTrustor in the Atlas Lease for
the estate created by the Atlas Lease to any purchaser at any foreclosure sale, whether the
foreclosure sale is conducted pursuant to court order or pursuant to the power of sale
contained in this Deed of Trust; and

(ii) acquire and succeed to the interest ofTrustor under the Atlas Lease
by virtue of any foreclosure sale, whether the foreclosure sale is conducted pursuant to

l t48307v7 -44-
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 cou1i order or pursuant to the power of sale contained in this Deed of Trust, or by
assignment or deed in lieu of foreclosure.

9.15 Bankruptcy Code.

(a) Attachment to Right to Remain in Possession. The lien of this Deed of Trust
shall attach to all of Trustor's rights and remedies at any time arising under or pursuant to
Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. §365(h), including, without limitation, all
of Trustor' s rights to remain in possession of the property, estate and interest conveyed under
this Deed of Trust.

(b) Consent Before Terminating or Treating Lease as Terminated. Trustor shall

not without Beneficiary's written consent elect to terminate the Atlas Lease under Subsections
365(a) or 365(d) of the Bankruptcy Code, 11 U.S.C. §§ 365(a) and (d). Any such election made
without Beneficiary's consent shall be void. Trustor shall not without Beneficiary's prior written
consent elect to treat the Atlas Lease as terminated under Subsection 365(h)(I) of the Bankruptcy
Code, 11 U.S.C. §365(h)(l). Any such election made without Beneficiary's consent shall be
void.

(c) Assignment of Claim for Damages. Trustor hereby unconditionally assigns,

transfers and sets over to Beneficiary all of Trustor's claims and rights to the payment of
damages arising from any rejection by the landlord under the Atlas Lease (i.e., the fee owner)
under the Bankruptcy Code, 11 U .S.C. § l Ol, et seq. Beneficiary shall have the right to proceed
in its own name or in the name of Trustor in respect of any claim, suit, action or proceeding
relating to the rejection of the Atlas Lease, including, without limitation, the right to file and
prosecute, to the exclusion of Trustor, any proofs of claim, complaints, motions, applications,
notices and other documents, in any case in respect of the landlord under the Atlas Lease under
the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional
assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of
the indebtedness and obligations secured by this Deed of Trust shall have been satisfied and
discharged in full. Any amounts received by Beneficiary as damages arising out of the rejection
of the Atlas Lease as aforesaid shall be applied first to all costs and expenses of Beneficiary
(including, without limitation, attorneys' fees) incurred in connectio_n with the exercise of any of
its rights or remedies under this paragraph.

(d) Disapproval of Rent Offset. If pursuant to Subsection 365(h)(2) of the

Bankruptcy Code, 11 U.S.C. §365(h)(2), Trustor shall seek to offset against the rent reserved in
the Atlas Lease the amount of any damages caused by the nonperformance by the landlord under
the Atlas Lease of any of such landlord's obligations under the Atlas Lease after the rejection by
such landlord of the Atlas Lease under the Bankruptcy Code, Trustor shall, prior to effecting
such offset, notify Beneficiary of its intent so to do, setting forth the amounts proposed to be so
offset and the basis therefor. Beneficiary shall have the right to object to all or any part of such
offset, and, in the event of such objection, Trustor shall not effect any offset of the amounts so
objected to by Beneficiary. If Beneficiary shall have failed to object as aforesaid within ten (I 0)
days after notice from Trustor in accordance with the first sentence of this paragraph, Trustor
may proceed to effect such offset in the amounts set forth in Trustor's notice. Neither
Beneficiary's failure to object as aforesaid nor any objection or other communication between

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Beneficiary and Truster relating to such offset shall constitute an approval of any such offset by
Beneficiary. Truster shall pay and protect Beneficiary, and indemnify and save Beneficiary
harmless from and against any and all claims, demands, actions, suits, proceedings, damages,
losses, costs and expenses of every nature whatsoever (including, without limitation, attorneys'
fees) arising from or relating to any offset by Trustor against the rent reserved in the Atlas Lease.

(e) Control of Litigation. If any action, proceeding, motion or notice shall be

commenced or filed in respect of the landlord under the Atlas Lease or the property or the estate,
interest or property conveyed to Truster hereunder in connection with any case under the
Bankruptcy Code, I I U.S.C. §101, et seq., Beneficiary shall have the option, to the exclusion of
Truster, exercisable upon notice from Beneficiary to Truster, to conduct and control any such
litigation with counsel of Beneficiary's choice. Beneficiary may proceed in its own name or in
the name of Trustor in connection with any such litigation, and Trustor agrees to execute any and
all powers, authorizations, consents or other documents required by Beneficiary in connection
therewith. Truster shall, upon demand, pay to Beneficiary all costs and expenses (including
attorneys' fees) paid or incurred by Beneficiary in connection with the prosecution or conduct of
any such proceedings. Any such costs or expenses not paid by Truster as aforesaid shall be
secured by the lien of this Deed of Trust and shall be added to the principal amount of the
indebtedness secured hereby. Truster shall not commence any action, suit, proceeding or case,
or file any application or make any motion, in respect of the Atlas Lease in any such case under
the Bankruptcy Code without the prior written consent of Beneficiary.

(f) Notice of Filing of Petition Against the Landlord Under the Lease. Truster
shall, after obtaining knowledge thereof, promptly notify Beneficiary orally of any filing by or
against the landlord under the Atlas Lease of a petition under the Bankruptcy Code, 11 U.S.C.
§IOI, et seq., by telephonic notice to the location for Beneficiary stated herein for notice.
Truster shall thereafter forthwith give written notice of such filing to Beneficiary setting forth
any information available to Truster as to the date of such filing, the court in which such petition
was filed and the relief sought therein. Truster shall promptly deliver to Beneficiary, following
receipt, copies of any and all notices, summonses, pleadings, applications and other documents
received by Truster in connection with any such petition and any proceedings relating thereto.

(g) Beneficiary"s Assum1,1tionof the Lease. If there shall be filed by or against

Truster a petition under the Bankruptcy Code, 11 U.S.C. §IOI, et seq. and Truster as lessee
under the Atlas Lease shall determine to reject the Atlas Lease pursuant to Section 365(a) of the
Bankruptcy Code, Truster shall give Beneficiary not less than ten (10) days prior notice of the
date on which Truster shall apply to the Bankruptcy Court for authority to reject the Atlas Lease.
Beneficiary shall have the right, but not the obligation, to serve upon Trustor within such ten (l 0)
day period a notice stating that (i) Beneficiary demands that Truster assume and assign the Atlas
Lease to Beneficiary pursuant to Section 365 of the Bankruptcy Code and (ii) Beneficiary
covenants to cure or provide adequate assurance of prompt cure of all defaults and provide
adequate assurance of future performance under the Atlas Lease. If Beneficiary shall serve upon
Truster the notice described in the preceding sentence, Trustor shall not seek to reject the Atlas
Lease and shall comply with the demand provided for in clause (i) of the preceding sentence
within thirty (30) days after the notice shall have been given subject to the performance by
Beneficiary of the covenant provided for in clause (ii) in the preceding sentence.

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 (h) Extension of Rejection Period. Effective upon the entry of an order for relief
in respect of Trustor under the Bankruptcy Code, 11 U.S.C. §IOI, et seq., Trustor hereby assigns
and transfers to Beneficiary a nonexclusive right to apply to the Bankruptcy Court under
Subsection 365(d) of the Bankruptcy Code for an order extending the period during which the
Atlas Lease may be rejected or assumed.

(i) Bankruptcy Code Defined. As used in this Deed of Trust (i) any reference to
the "Bankruptcy Code" shall be a reference to Title 11 of the United States Code, as the same
may be amended from time to time or any successor statute, and (ii) any reference to a specific
section of Title 11 of the United States Code shall be a reference to such section, as the same
may be amended from time to time or any successor statute.

9.16 New Lease: Foreclosure or Assignment of Leasehold Interest to Beneficiary. To

the extent not prohibited by the Atlas Lease and permitted under applicable law, the parties agree
as follows:

(a) In the event Beneficiary is entitled to obtain a new lease pursuant to the Atlas
Lease or otherwise or Beneficiary is permitted hereunder to, and does initiate proceedings for
foreclosure of the lien of this Deed of Trust, then not later than ten (10) days after the landlord
under the Atlas Lease delivers to Trustor a notice of termination of the Atlas Lease in accordance
with the Atlas Lease, Trustor shall deliver to an independent third party escrow holder
reasonably acceptable to Beneficiary the following, together with written instructions to said
escrow holder to deliver such items to Beneficiary (or the successful third party bidder at a
foreclosure sale) upon the termination of the Atlas Lease and execution of the new lease pursuant
to the Atlas Lease or otherwise or completion of the foreclosure proceedings:

(i) Such documents, assignments, instruments and conveyances as

Beneficiary may reasonably request to terminate all ofTrustor's right, title and interest in
and to the Atlas Lease premises, and to transfer title to the Improvements (as defined in
the Atlas Lease) to Beneficiary as provided therein;

(ii) If reasonably requested by Beneficiary, security reasonably

acceptable to Landlord (including title insurance, if available on commercially reasonable
terms) against all claims and liens against the Leasehold Estate other than Permitted
Exceptions;

(iii) An assignment of Trustor's interest, as sublessor, in all subleases,

including Trustor's agreement that Beneficiary shall not be obligated for any prior default
of Trustor under the subleases;

(iv) Any and all deposits, prepaid rents or other amounts held by
Trustor under or pursuant to the subleases, and assignments of Trustor's interest in all
such items held by others for Trustor;

(v) All books, records, advertising literature, construction plans,

surveys, permits and other documents in possession of Trustor relating to, or necessary
for, the operation of the Leasehold Estate; and

\l48307v7 -47-
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 (vi) An amount equal to the accrued but unpaid Taxes (as defined in
the Atlas Lease) with respect to the Leasehold Estate, prorated to the date of termination
of the Atlas Lease or completion of foreclosure proceedings, and insurance premiums to
the extent applicable to any period after the termination of the Atlas Lease or completion
of foreclosure proceedings.

(b) All documents required to be delivered by Trustor to Beneficiary (or the

successful third party bidder at a foreclosure sale) hereunder shall be in form reasonably
satisfactory to Beneficiary and Trustor that, upon the termination of the Atlas Lease and
execution of a new lease or completion of foreclosure proceedings, Beneficiary (or the successful
third party bidder at a foreclosure sale) shall, at its option, succeed to a fully operable project,
complete with the real and personal property with which it was being operated by Trustor.

(c) Upon the termination of the Lease and execution of a new lease or completion
of foreclosure proceedings, Trustor shall peaceably quit and surrender the Leasehold Estate to
Beneficiary (or the successful third party bidder at a foreclosure sale). Trustor shall leave the
property in good and broom-clean condition and repair, reasonable wear and tear and
obsolescence excepted.

(d) Trustor hereby irrevocably constitutes and appoints Beneficiary its true and
lawful attorney-in-fact with full power of substitution to execute, acknowledge and deliver any
instruments referred to in this Paragraph 9.16 in the name and on behalf of Trustor which
Beneficiary shall reasonably deem necessary to transfer and convey to Beneficiary ( or the
successful third party bidder at a foreclosure sale) all ofTrustor's right, title and interest in and to
the Atlas Lease and the Leasehold Estate in accordance with this Paragraph 19; provided,
however, that such appointment shall be effective if and only if Trustor wrongfully fails or
refuses, after written notice and opportunity to cure, to execute, acknowledge and deliver any
such instruments. The power vested in Beneficiary as attorney-in-fact is, and shall be deemed to
be, coupled with an interest.

9.17 Principles of Construction.

(a) In the event of any inconsistencies between the terms and conditions of this
Article 9 and the other terms and conditions of this Deed of Trust, the terms and conditions of
this Article 9 shall control.

(b) Notwithstanding anything to contrary in this Deed of Trust, Beneficiary

acknowledges and agrees (by its acceptance hereof, which acceptance is evidenced by its making
of the loan to Trustor) that nothing herein shall require Trustor to take any action or not take any
action that would cause Trustor to breach or otherwise default under the Atlas Lease; provided,
however, the foregoing does not, and shall not, excuse Trustor from any of its monetary
obligations to Beneficiary evidenced by this Deed of Trust.

[Signature Page Follows]

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 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust and Security
Agreement and Fixture Filing and Assignment of Leases and Rents as of the day first written
above.

FARADAY SPE, LLC,

a California limited liability company

By:·~

:~_~0::~~~~~~~
~i~:~-:~~-=b::(u:;i-""-<v:f}:__._FW~,-r
0

ACKNOWLEDGMENT

A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

State of Califimria AA 1.,,, )

County of 1-.iJs fffl@f,V:::::, )

On n ;} 20i1 before me, ~~ 61I L t\,w1 'a Notary Public,

personally appeared · O' , who proved to me on the basis of
satisfactory evidence to be the person()!1wliose name(J, isfa~ubscribed to the within
instrument and acknowledged to me that heishcfthc)""executedthe same in his/he,/their
authorized capacityficsr,and that by his/hu/tlreir signature(M-on the instrument the person(S,; or
the entity upon behalf of which the person(&)acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

WITNESS my hand and

Signature
 EXHIBIT A

LEASEHOLD ESTATE

Lease dated as of March 8, 2019 by and between Trustor, as Tenant, and ATLAS V GARDENA
LLC, a Delaware limited liability company, as Landlord.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOS ANGELES, IN
THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS
FOLLOWS:

PARCEL I:

THOSE PORTIONS OF LOTS 4 AND 10 OF M.E. WOOD'S GARDENA TRACT, IN THE CITY OF
LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN
BOOK 10, PAGE 172 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF SAID LOT 10, WITH THE
EASTERLY LINE OF THE 100 FOOT WIDE STRIP OF LAND DESCRIBED IN THE DEED
RECORDED IN 29524, PAGE 132, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE
SOUTHERLY ALONG SAID EASTERLY LINE TO THE NORTHEASTERLY LINE OF THE LAND
DESCRIBED IN PARCEL 9 OF THE FINAL DECREE OF CONDEMNATION ENTERED IN LOS
ANGELES COUNTY SUPERIOR COURT, CASE NO. 632876, A CERTIFIED COPY OF WHICH
WAS RECORDED APRIL 25, 1956 AS INSTRUMENT NO. 4714, IN BOOK 50995. PAGE 431 OF
SAID OFFICIAL RECORDS; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY
LINE TO THE SOUTHEASTERLY LINE OF SAID LOTS 10 AND 4; THENCE NORTHEASTERLY
ALONG SAID SOUTHEASTERLY LINE TO THE SOUTHEASTERLY CORNER OF SAID LOT 4;
THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID LOT 4, TO THE
NORTHEASTERLY CORNER OF SAID LOT 4; THENCE WESTERLY ALONG SAID
NORTHERLY LINE OF LOTS 4 AND 10 TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION LYING SOUTHERLY OF THE FOLLOWING

DESCRIBED LINE:

BEGINNING AT A POINT ON THE EASTERLY LINE OF SAID LOT 4, DISTANT THEREON

SOUTH 00'26'22" EAST 256.63 FEET FROM THE NORTHEASTERLY CORNER OF SAID LOT 4;
THENCE SOUTH 89° 32' 13" WEST 71.93 FEET; THENCE SOUTH 00° 43' 53" EAST 96.46 FEET;
THENCE SOUTH 89° 37' 25" WEST 498.97 FEET; THENCE SOUTH 21° 5' 54" WEST 74.66 FEET;
THENCE SOUTH 37° 25' 15" EAST 90.00 FEET; THENCE SOUTH 52° 34' 45" WEST 31.00 FEET;
THENCE NORTH 37° 25' 5" WEST 0.45 FEET; THENCE SOUTH 52° 34' 45" WEST 48.00 FEET TO
SAID NORTHEASTERLY LINE OF THE LAND DESCRIBED IN PARCEL 9 OF THE FINAL
DECREE OF CONDEMNATION.

ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN THE DEED FROM NISSAN
MOTOR CORPORA T!ON IN U.S.A., TO THE STATE OF CALIFORNIA RECORDED DECEMBER
7, 1983 AS INSTRUMENT NO, 83-1441758 AND IN THE DEED FROM THE STATE OF
CALIFORNIA TO THE CITY OF LOS ANGELES, RECORDED .JUNE 5, 1990 AS INSTRUMENT
NO, 90-1162743 OF OFFICIAL RECORDS.

I 148307v7 - I-
)0495057 2
ALSO EXCEPT TWO AND ONE HALF PERCENT OF ALL THE OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER, AND/OR THAT MAY BE PRODUCED FROM
SAID LAND, AS GRANTED TO FRANCES LYNCH AND VALERIE SCOTT, AS JOINT TENANTS,
BY DEED RECORDED DECEMBER 27, 1940 IN BOOK 18097, PAGE 123 OF OFFICIAL
RECORDS.

ALSO EXCEPT ONE HALF OF ONE PERCENT OF ALL THE OIL, GAS AND OTHER
HYDROCARBONSUBSTANCES, IN AND UNDER, AND/OR THAT BE PRODUCED FROM SAID
LAND, AS GRANTED TO GLEN JOHN MCALLISTER AND MARY KATHRYN MCALLISTER,
HUSBAND AND WIFE AS JOINT TENANTS BY DEED RECORDED DECEMBER 27, 1940 IN
BOOK 18097, PAGE 124 OF OFFICIAL RECORDS.

ALSO EXCEPT A ONE SIXTH INTEREST IN ALL OIL, GAS, AND MINERAL RIGHTS, AS
RESERVED BY COMER J. LEWIS, IN DEED RECORDED APRIL 5, 1949 IN BOOK 29766, PAGE
163 OF OFFICIAL RECORDS

PARCEL 2:

A NON-EXCLUSIVEEASEMENT FOR INGRESS, EGRESS, ACCESS, MAINTENANCE, REPAIRS

AND DRIVEWAY AND DRIVEWAY-RELATED PURPOSES AS MORE PARTICULARLY SET
FORTH IN THAT CERTAIN DOCUMENT ENTITLED "EASEMENT DEED AND AGREEMENT",
DATED OCTOBER 9, 2007, RECORDED OCTOBER 10, 2007 AS INSTRUMENTNO. 2007-2311985
OF OFFICIAL RECORDS, SUBJECT TO ALL OF THE TERMS, COVENANTS AND CONDITIONS
CONTAINED THERElN.

PARCEL 3:

THOSE PORTIONS OF LOTS 4 AND 10 OF M.E. WOOD'S GARDENA TRACT, IN THE CITY OF
LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN
BOOK 10, PAGE 172 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTIONOF THE NORTHERLY LINE OF SAID LOT 10, WITH THE
EASTERLY LINE OF THE 100 FOOT WIDE STRIP OF LAND DESCRIBED IN THE DEED
RECORDED IN BOOK 29524, PAGE 132, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE
SOUTHERLY ALONG SAID EASTERLY LINE TO THE NORTHEASTERLY LINE OF THE LAND
DESCRIBED IN PARCEL 9 OF THE FINAL DECREE OF CONDEMNATION ENTERED IN LOS
ANGELES COUNTY SUPERIOR COURT, CASE NO. 632876, A CERTIFIED COPY OF WHICH
WAS RECORDED APRIL 25, 1956 AS INSTRUMENT NO. 4714, IN BOOK 50995, PAGE 431 OF
SAID OFFICIAL RECORDS; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY
LINE TO THE SOUTHEASTERLYLINE OF SAID LOTS 10 AND 4; THENCE NORTHEASTERLY
ALONG SAID SOUTHEASTERLYLINE TO THE SOUTIIEASTERLY CORNER OF SAID LOT 4;
THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID LOT 4, TO THE
NORTHEASTERLY CORNER OF SAID LOT 4; THENCE WESTERLY ALONG SAID
NORTHERLY LINE OF LOTS 4 AND 10 TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION LYING NORTHERLY OF THE FOLLOWING

DESCRIBED LINE:

I 148107v7 - 11 -
]04950572
BEGINNING AT A POINT ON THE EASTERLY LINE OF SAID LOT 4, DISTANT THEREON
SOUTH 00° 26' 22" EAST 256.63 FEET FROM THE NORTHEASTERLYCORNER OF SAID LOT 4;
THENCE SOUTH 89° 32' 13" WEST 71.93 FEET; THENCE SOUTH 00° 43' 53" EAST 96.46 FEET;
THENCE SOUTH 89° 37' 25" WEST 498.97 FEET; THENCE SOUTH 21° 52' 54" WEST 74.66 FEET;
THENCE SOUTH 37° 25' 15" EAST 90.00 FEET; THENCE SOUTH 52° 34' 45" WEST 31.00 FEET;
THENCE NORTH 37° 25' 15" WEST 0.45 FEET; THENCE SOUTH 52° 34' 45" WEST 48.00 FEET TO
SAID NORTHEASTERLY LINE OF THE LAND DESCRIBED IN PARCEL 9 OF THE FINAL
DECREE OF CONDEMNATION.

ALSO EXCEPT TWO AND ONE HALF PERCENT OF ALL THE OIL, GAS AND OTHER
HYDROCARBONSUBSTANCESIN AND UNDER, AND/OR THAT MAY BE PRODUCED FROM
SAID LAND, AS GRANTED TO FRANCES LYNCH AND VALERIESCOTT, AS JOINT TENANTS,
BY DEED RECORDED DECEMBER 27, 1940 IN BOOK 18097, PAGE 123 OF OFFICIAL
RECORDS.

ALSO EXCEPT ONE HALF OF ONE PERCENT OF ALL THE OIL, GAS AND OTHER
HYDROCARBONSUBSTANCES,IN AND UNDER, AND/OR THAT BE PRODUCEDFROM SAID
LAND, AS GRANTED TO GLEN JOHN MCALLISTERAND MARY KATHRYN MCALLISTER,
HUSBAND AND WIFE AS JOINT TENANTS BY DEED RECORDED DECEMBER 27, 1940 IN
BOOK 18097, PAGE 124 OF OFFICIAL RECORDS.

ALSO EXCEPT A ONE SIXTH INTEREST IN ALL OIL, GAS, AND MINERAL RIGHTS, AS
RESERVED BY COMER J. LEWIS, IN DEED RECORDEDAPRIL 5, 1949 IN BOOK 29766, PAGE
163 OF OFFICIALRECORDS

Addresses: 501 West 190th Street, Gardena,California 90248-4266

18455 South Figueroa Street, Gardena, California 90248-4503

Assessor's Parcel Nos.: 7339-008-034and 7339-008-035

1148307v7 - iii -
304950572