Exhibit 10.1


PREPARED
BY, RECORDING 

REQUESTED BY, AND WHEN 

RECORDED MAIL TO:


Davis
Polk & Wardwell

450 Lexington Avenue

New York, New York  10017

Attention:  Susan D. Kennedy, Esq.


(SPACE ABOVE THIS LINE FOR
RECORDER’S USE ONLY)


DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
RENTS

AND LEASES AND FIXTURE FILING (CALIFORNIA)


by and from


MARVELL TECHNOLOGY, INC.,

a Delaware corporation, “Trustor”


to


FIRST AMERICAN TITLE INSURANCE COMPANY, “Trustee”


in favor of


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, 

in its capacity as Agent, “Beneficiary”


Dated as of May 18, 2007




	
  

  	
  Location:

  	
   

  	
  Santa Clara, California

  	
   

  
	
   

  	
  County:

  	
   

  	
  Santa Clara

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APN: 104-52-006, 012, 022 & 023

  	
   

  
	
   

  	
  ARB: 104-44-001, 002, 003 & 004

  	
   

  
						






 


THE SECURED PARTY (BENEFICIARY) DESIRES THIS
FIXTURE FILING

TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE

DESCRIBED HEREIN


















DEED
OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS

AND LEASES AND FIXTURE FILING (CALIFORNIA)


THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT
OF RENTS AND LEASES AND FIXTURE FILING (CALIFORNIA) (this “Deed of Trust”)
is dated as of May      , 2007 by and from Marvell Technology, Inc., a Delaware corporation (“Trustor”), whose
address is 5488 Marvell Lane, Santa Clara, California 95054 to First American Title Insurance Company, a California corporation
(“Trustee”) with an office at 1 First
American Way, Santa Ana, California 92707 for the benefit of Credit Suisse, Cayman Islands Branch, as administrative
agent (in such capacity, “Agent”)
for the Secured Parties as defined in the Credit Agreement (defined below),
having an address at Eleven Madison Avenue, New York, NY 10010 (Agent, together
with its successors and assigns, “Beneficiary”).


The maximum principal amount of obligations secured by
this instrument is $400,000,000.00 plus any obligations arising under any Hedging
Agreement (as defined in the Credit Agreement) from time to time.


ARTICLE
1

DEFINITIONS


Section 1.1            Definitions.  All capitalized terms used herein without
definition shall have the respective meanings ascribed to them in that certain Credit
Agreement dated as of November 8, 2006 (as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”)
among Marvell Technology Group Ltd. (“Borrower”),
the Lenders party thereto and Credit Suisse, Cayman Islands Branch, as
Administrative Agent.  As used herein,
the following terms shall have the following meanings:


(a)   “Event of Default”:  An Event of Default under and as defined in
the Credit Agreement.


(b)   “Guarantee”: the Guarantee Agreement dated
as of November 8, 2006 among Borrower, the Guarantors party thereto (including
Grantor) and the Beneficiary.


(c)    “Loan
Parties”: collectively, each Borrower and each Guarantor.


(d)   “Obligations”:  (i)
all principal of all Loans outstanding from time to time under the Credit
Agreement, all interest (including Post Petition Interest) on such Loans and
all other amounts now or hereafter payable by the Borrower pursuant to the Loan
Documents and (ii) all obligations (if any) designated by the Borrower as
additional Obligations pursuant to Section 6 of the Guarantee.


(e)   “Post-Petition
Interest”: any interest that accrues after the commencement of
any case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Borrower (or would accrue but for the operation of
applicable bankruptcy or insolvency laws), whether or not such interest is
allowed or allowable as a claim in any such proceeding.


(f)    “Secured Obligations”:  the payment of all Obligations of Trustor now
or hereafter existing under the Loan Documents and the Hedging Agreement
(together, the “Finance Documents”),
whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise.


(g)   “Secured Parties”:  the holders from time to time of the Secured
Obligations, the Trustee and the Beneficiary.













(h)   “Security Agreement”: the
Security Agreement dated as of May 8, 2007 among the Guarantors party thereto
and the Beneficiary.


(i)    “Trust Property”:  The real property described in Exhibit A
attached hereto and incorporated herein by this reference, together with any
greater estate in such real property as hereafter may be acquired by Trustor
(the “Land”),
and all of Trustor’s right, title and interest in and to (1) all improvements
now owned or hereafter acquired by Trustor, now or at any time situated, placed
or constructed upon the Land (the “Improvements”; the Land and Improvements are
collectively referred to as the “Premises”), (2) all materials, supplies,
equipment, apparatus and other items of personal property now owned or
hereafter acquired by Trustor and now or hereafter attached to, installed in or
used in connection with any of the Improvements or the Land, and water, gas,
electrical, telephone, storm and sanitary sewer facilities and all other
utilities whether or not situated in easements (the “Fixtures”), (3) all Accounts,
Instruments, Inventory and Equipment (as each such term is defined in the UCC) now
owned or hereafter acquired by Trustor and now or hereafter affixed to, placed
upon, used in connection with, arising from or otherwise related to the
Premises (the “Personalty”),
(4) all Deposit Accounts (as defined in the UCC) in which a security interest has
been granted pursuant to the Security Agreement (the “Deposit Accounts”),
(5) all leases, licenses, concessions, occupancy agreements or other agreements
(written or oral, now or at any time in effect) to which Trustor is a party
which grant to any Person a possessory interest in, or the right to use, all or
any part of the Trust Property, together with all related security and other
deposits (the “Leases”),
(6) all of the rents, revenues, royalties, income, proceeds, profits, security
and other types of deposits, and other benefits paid or payable by parties to
the Leases for using, leasing, licensing possessing, operating from, residing
in, selling or otherwise enjoying the Premises (the “Rents”), (7) all
other agreements, such as construction contracts, architects’ agreements,
engineers’ contracts, utility contracts, maintenance agreements, management
agreements, service contracts, listing agreements, guaranties, warranties,
permits, licenses, certificates and entitlements in any way relating to the construction,
use, occupancy, operation, maintenance, enjoyment or ownership of the Premises
(the “Property
Agreements”), excluding any
agreement to the extent that (but only as long as) the terms thereof prohibit
the assignment of, or granting a security interest in, such agreement (it being
understood and agreed, however, (i) that notwithstanding the foregoing, all
rights to payment for money due or to become due pursuant to any such excluded
agreement shall be subject to the security interests created by this Deed of
Trust and (ii) such excluded agreement shall otherwise be subject to the
security interests created by this Deed of Trust upon receiving any necessary
approvals or waivers permitting the assignment thereof), (8) all rights,
privileges, tenements, hereditaments, rights-of-way, easements, appendages and
appurtenances appertaining to the foregoing, (9) all property tax refunds
payable to Trustor with respect to the Premises (the “Tax Refunds”), (10)
all accessions, replacements and substitutions for any of the foregoing and all
proceeds thereof (the “Proceeds”),
(11) subject to the terms of the Credit Agreement governing insurance proceeds,
all insurance policies, unearned premiums therefor and proceeds from such
policies covering any of the above property now or hereafter acquired by
Trustor with respect to the Premises (the “Insurance”), and (12) subject to the terms of
the Credit Agreement governing condemnation awards, all awards, damages,
remunerations, reimbursements, settlements or compensation heretofore made or
hereafter to be made by any governmental authority pertaining to any
condemnation or other taking (or any purchase in lieu thereof) of all or any
portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”).  As used in this Deed of Trust, the term “Trust
Property” shall mean all or, where the context permits or requires, any portion
of the above or any interest therein.


(j)    “UCC”:  The Uniform Commercial Code of California or,
if the creation, perfection and enforcement of any security interest herein
granted is governed by the laws of a state other than California, then, as to
the matter in question, the Uniform Commercial Code in effect in that state.



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ARTICLE 2

GRANT


Section 2.1            Grant. To secure the full and timely
payment of the Obligations and the full and timely performance of the Secured Obligations,
Trustor GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, unto the
Trustee for the benefit of Beneficiary, with POWER OF SALE as described herein and RIGHT OF ENTRY AND
POSSESSION, the Trust Property, subject, however, only to the matters set forth
on Exhibit B attached hereto (the “Permitted Encumbrances”) and to Permitted Liens, TO HAVE AND TO
HOLD the Trust Property to Trustee and Beneficiary, and Trustor does hereby
bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title
to the Trust Property unto Beneficiary.


THIS GRANT IS MADE IN TRUST,
that if the Trustor shall pay and perform or cause to be paid and performed all
of the Obligations and shall pay and perform or cause to be paid and performed
all of the Secured Obligations in accordance with the terms of the Loan
Documents, then this conveyance shall be null and void and may be canceled of
record at the request and cost of the Trustor as provided in Section 7.7,
which cost Trustor hereby agrees to pay; provided, however, that
if, at any time, there shall be any Event of Default, as defined hereinbelow,
then Beneficiary and Trustee shall be entitled to exercise the remedies set forth
in Article 4 and Section 8.3 below.


ARTICLE 3

WARRANTIES, REPRESENTATIONS AND COVENANTS


Trustor warrants, represents and covenants to Beneficiary
as follows:


Section 3.1            Title to Trust Property
and Lien of this Instrument. 
Trustor owns the Trust Property free and clear of any liens, claims or
interests, except the Permitted Encumbrances and Permitted Liens.  This Deed of Trust creates valid, enforceable
first priority liens and security interests against the Trust Property, except
for Permitted Encumbrances and Permitted Liens.


Section 3.2            First Lien Status.  Trustor shall preserve and protect the first
lien and security interest status of this Deed of Trust.  If any lien or security interest other than a
Permitted Encumbrance or a Permitted Lien is asserted against the Trust
Property, Trustor shall promptly, and at its expense, (a) give Beneficiary a
detailed written notice of such lien or security interest (including origin,
amount and other terms), and (b) pay the underlying claim in full or take such
other action so as to cause it to be released or contest the same as required
by and in compliance with the Credit Agreement (including, if applicable under
the Credit Agreement, the requirement of providing a bond or other security
satisfactory to Beneficiary).


Section 3.3            Payment and Performance.  Trustor covenants and agrees that, so long as
any part of the Obligations shall remain unpaid, any Letter of Credit shall be
outstanding, any Secured Party shall have any Commitment or any Hedge Agreement
shall be in effect, Trustor shall perform and observe all of the terms,
covenants and agreements set forth in the Loan Documents on its part to be
performed or observed (including without limitation the Guarantee) or that
Borrower has agreed to cause Trustor to perform or observe.


Section 3.4            Replacement of Fixtures.  Trustor shall not, without the prior written
consent of Beneficiary, permit any of the Fixtures owned or leased by Trustor
to be removed at any time from the Land or Improvements, unless the removed
item is removed temporarily for maintenance, repair or in order to replace the
Fixture with a Fixture of substantially the same quality, or is permitted to be
removed by the Credit Agreement.


Section 3.5            Insurance; Condemnation
Awards and Insurance Proceeds.



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(a)   Insurance.  Trustor shall maintain or cause to be
maintained with financially sound and reputable insurance companies, insurance
with respect to the Trust Property against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such Persons.  Each such
policy of insurance shall name Beneficiary as the loss payee (or, in the case
of liability insurance, an additional insured) thereunder for the ratable
benefit of the Secured Parties.  In
addition to the foregoing, if any portion of the Premises is located in an area
identified by the Federal Emergency Management Agency as an area having special
flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968 (or any amendment or successor act
thereto) (the “Act’), then Trustor shall maintain, or cause to be maintained,
with a financially sound and reputable insurer, flood insurance in an amount
sufficient to comply with all applicable rules and regulations promulgated
pursuant to such Act.


(b)   Condemnation
Awards.  All Condemnation Awards
awarded to Trustor shall be reinvested and/or applied in accordance with the
terms of the Credit Agreement, including without limitation Section 2.09
thereof, the provisions of which are incorporated herein by this reference.


(c)   Insurance
Proceeds.  All proceeds of any
insurance policies required under the Loan Documents relating to the Trust
Property shall be reinvested and/or applied in accordance with the terms of the
Credit Agreement, including without limitation Section 2.09 thereof, the
provisions of which are incorporated herein by this reference.


ARTICLE 4

DEFAULT AND FORECLOSURE


Section 4.1            Remedies.  Upon the occurrence and during the
continuance of an Event of Default, Beneficiary and Trustee, or either of them,
may, at their election, exercise any or all of the following rights, remedies
and recourses:


(a)   Acceleration.  Subject to any provisions of the Loan
Documents providing for the automatic acceleration of the Obligations upon the
occurrence of certain Events of Default, declare the Obligations to be
immediately due and payable, without further notice, presentment, protest,
notice of intent to accelerate, notice of acceleration, demand or action of any
nature whatsoever (each of which hereby is expressly waived by Trustor),
whereupon the same shall become immediately due and payable.


(b)   Entry
on Trust Property.  Enter the Trust
Property and take exclusive possession thereof and of all books, records and
accounts relating thereto or located thereon. 
If Trustor remains in possession of the Trust Property following the
occurrence and during the continuance of an Event of Default, and without Beneficiary’s
prior written consent, Beneficiary or Trustee may invoke any legal remedies to
dispossess Trustor.


(c)   Operation
of Trust Property.  Hold, lease,
develop, manage, operate or otherwise use the Trust Property upon such terms
and conditions as Beneficiary or Trustee may deem reasonable under the
circumstances (making such repairs, alterations, additions and improvements and
taking other actions, from time to time, as Beneficiary or Trustee deems
necessary or desirable), and apply all Rents and other amounts collected by Beneficiary
in connection therewith in accordance with the provisions of Section 4.7.


(d)   Sale.  Institute proceedings for sale of the Trust
Property, either by judicial action or by power of sale, in which case the Trust
Property may be sold for cash or credit in one or more parcels.  With respect to any notices required or
permitted under the UCC, Trustor agrees that ten (10) days’ prior written
notice shall be deemed commercially reasonable. 
At any such sale by virtue of any judicial proceedings, power of sale,
or any other legal right, remedy or recourse, the title to and right of 



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possession of any such property shall pass to the purchaser thereof,
and to the fullest extent permitted by law, Trustor shall be completely and
irrevocably divested of all of its right, title, interest, claim, equity,
equity of redemption, and demand whatsoever, either at law or in equity, in and
to the property sold and such sale shall be a perpetual bar both at law and in
equity against Trustor, and against all other Persons claiming or to claim the
property sold or any part thereof, by, through or under Trustor.  Beneficiary or any of the Secured Parties may
be a purchaser at such sale.  If Beneficiary
or such other Secured Party is the highest bidder, Beneficiary or such other
Secured Party may credit the portion of the purchase price that would be
distributed to Beneficiary or such other Secured Party against the Obligations
in lieu of paying cash.  In the event
this Deed of Trust is foreclosed by judicial action, appraisement of the Trust
Property is waived.


(e)   Receiver.  Make application to a court of competent
jurisdiction for, and obtain from such court as a matter of strict right and
without notice to Trustor or regard to the adequacy of the Trust Property for
the repayment of the Obligations, the appointment of a receiver of the Trust
Property, and Trustor irrevocably consents to such appointment.  Any such receiver shall have all the usual
powers and duties of receivers in similar cases, including the full power to
rent, maintain and otherwise operate the Trust Property upon such terms as may
be approved by the court, and shall apply such Rents in accordance with the
provisions of Section 4.7.


(f)    Other.  Exercise, with respect to the Trust Property
only, all other rights, remedies and recourses granted under the Loan Documents
or otherwise available at law or in equity.


Section 4.2            Separate
Sales.  The Trust Property
may be sold in one or more parcels and in such manner and order as Beneficiary
in its sole discretion may elect.  The
right of sale arising out of any Event of Default shall not be exhausted by any
one or more sales.


Section 4.3            Remedies
Cumulative, Concurrent and Nonexclusive.  Beneficiary or Trustee shall have all rights,
remedies and recourses granted in the Loan Documents and available at law or
equity (including the UCC), which rights (a) shall be cumulative and
concurrent, (b) may be pursued separately, successively or concurrently against
Trustor or others obligated under the Loan Documents, or against the Trust
Property, or against any one or more of them, at the sole discretion of Beneficiary,
(c) may be exercised as often as occasion therefor shall arise, and the
exercise or failure to exercise any of them shall not be construed as a waiver
or release thereof or of any other right, remedy or recourse, and (d) are
intended to be, and shall be, nonexclusive. 
No action by Beneficiary or Trustee in the enforcement of any rights,
remedies or recourses under the Loan Documents or otherwise at law or equity
shall be deemed to cure any Event of Default.


Section 4.4            Release
of and Resort to Collateral. 
Beneficiary may release, regardless of consideration and without the
necessity for any notice to or consent by the holder of any subordinate lien on
the Trust Property, any part of the Trust Property without, as to the
remainder, in any way impairing, affecting, subordinating or releasing the lien
or security interest created in or evidenced by the Loan Documents or their
status as a first and prior lien and security interest in and to the Trust
Property.  For payment of the Obligations,
Beneficiary or Trustee may resort to any other security in such order and
manner as Beneficiary may elect.


Section 4.5            Waiver
of Redemption, Notice and Marshalling of Assets.  To the fullest extent permitted by law, Trustor
hereby irrevocably and unconditionally waives and releases (a) to the
extent not inconsistent with the terms of the Credit Agreement and the Guarantee,
all benefit that might accrue to Trustor by virtue of any present or future
statute of limitations or law or judicial decision exempting the Trust Property
from attachment, levy or sale on execution or providing for any stay of
execution, exemption from civil process, redemption or extension of time for
payment, (b) all notices of any Event of Default other than any notices
specifically required to be given under any Loan Document, (c) all notices of Beneficiary’s
or Trustee’s election to exercise or the actual exercise of any right, remedy 



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or recourse provided for under any Loan Document, other than any
notices specifically required to be given under any Loan Document, and (d) any
right to a marshalling of assets or a sale in inverse order of alienation.


Section 4.6            Discontinuance
of Proceedings.  If Beneficiary
or Trustee or any other Secured Party shall have proceeded to invoke any right,
remedy or recourse permitted under the Loan Documents and shall thereafter
elect to discontinue or abandon it for any reason, Beneficiary or Trustee or
such other Secured Party, as the case may be, shall have the unqualified right
to do so and, in such an event, Trustor, Trustee, Beneficiary and the other
Secured Parties shall be restored to their former positions with respect to the
Obligations, the Loan Documents, the Trust Property and otherwise, and the
rights, remedies, recourses and powers of Beneficiary and Trustee and the other
Secured Parties shall continue as if the right, remedy or recourse had never
been invoked, but no such discontinuance or abandonment shall waive any Event
of Default which may then exist or the right of Beneficiary or Trustee or any
other Secured Party thereafter to exercise any right, remedy or recourse under
the Loan Documents for such Event of Default.


Section 4.7            Application
of Proceeds.  The proceeds
of any sale of, and the Rents and other amounts generated by the holding,
leasing, management, operation or other use of the Trust Property, shall be
applied by Beneficiary (or the receiver, if one is appointed) in the following
order unless otherwise required by applicable law:


(a)   first,
to the payment of the costs and expenses of taking possession of the Trust
Property and of holding, using, leasing, repairing, improving and selling the
same, including, without limitation (1) receiver’s fees and expenses, including
the repayment of the amounts evidenced by any receiver’s certificates, (2)
court costs, (3) attorneys’ and accountants’ fees and expenses, and (4) costs
of advertisement; and


(b)   second,
to the payment of the Obligations and performance of the Secured Obligations in
the manner and order of preference provided under Section 12 of the Security Agreement.


Section 4.8            Occupancy
After Foreclosure.  Any
sale of the Trust Property or any part thereof in accordance with Section 4.1(d)
will divest all right, title and interest of Trustor in and to the property
sold.  Subject to applicable law, any
purchaser at a foreclosure sale will receive immediate possession of the
property purchased.  If Trustor retains
possession of such property or any part thereof subsequent to such sale, Trustor
will be considered a tenant at sufferance of the purchaser, and will, if Trustor
remains in possession after demand to remove, be subject to eviction and removal,
forcible or otherwise, with or without process of law.


Section 4.9            Additional Advances and Disbursements; Costs of
Enforcement.


(a)   Upon
the occurrence and during the continuance of any Event of Default, Beneficiary and
Trustee and each of the other Secured Parties shall have the right, but not the
obligation, to cure such Event of Default in the name and on behalf of Trustor.  All sums advanced and expenses incurred at
any time by Beneficiary or Trustee or any other Secured Party under this Section
4.9, or otherwise under this Deed of Trust or any of the other Loan
Documents or applicable law, shall, subject to any limitations thereon
contained in any Loan Document, be payable on demand and shall bear interest
from and including the date that such sum is advanced or expense incurred, to
and excluding the date of reimbursement, at the interest rate applicable to ABR
Loans pursuant to Section 2.11(a) of the Credit Agreement (provided that following the occurrence and
during the continuance of any Event of Default, interest shall accrue on such
sums at the Default Rate applicable to Base Rate Loans pursuant to Section 2.11(c)
of the Credit Agreement), and all such sums, together with interest thereon,
shall be secured by this Deed of Trust.



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(b)   Trustor
shall pay all expenses (including reasonable attorneys’ fees and expenses) of
or incidental to the perfection and enforcement of this Deed of Trust, or the
enforcement, compromise or settlement of the Obligations or any claim under
this Deed of Trust, and for the curing thereof, or for defending or asserting
the rights and claims of Beneficiary in respect thereof, by litigation or
otherwise.


Section 4.10         No
Beneficiary in Possession.  Neither the enforcement of any of the remedies
under this Article 4, the assignment of the Rents and Leases under Article
5, the security interests under Article 6, nor any other
remedies afforded to Beneficiary under the Loan Documents, at law or in equity
shall cause Beneficiary or any other Secured Party to be deemed or construed to
be a “mortgagee in possession” of the Trust Property, to obligate Beneficiary
or any other Secured Party to lease the Trust Property or attempt to do so, or
to take any action, incur any expense, or perform or discharge any obligation,
duty or liability whatsoever under any of the Leases or otherwise.


ARTICLE 5

ASSIGNMENT OF RENTS AND LEASES


Section 5.1            Assignment.   In furtherance of and in addition to the
assignment made by Trustor in Section 2.1 of this Deed of Trust, Trustor
hereby absolutely and unconditionally assigns, sells, transfers and conveys to Beneficiary
all of its right, title and interest in and to all Leases, whether now existing
or hereafter entered into, and all of its right, title and interest in and to
all Rents.  This assignment is an
absolute assignment and not an assignment for additional security only.  So long as no Event of Default shall have
occurred and be continuing and Beneficiary shall have delivered to Trustor  the notice described in the last sentence of
this Section 5.1, Trustor shall have a revocable license from Beneficiary to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents. 
The foregoing license is granted subject to the conditional limitation
that no Event of Default shall have occurred and be continuing.  Upon the occurrence and during the
continuance of an Event of Default, whether or not legal proceedings have
commenced, and without regard to waste, adequacy of security for the
Obligations or solvency of Trustor, Beneficiary, by written notice to Trustor
to the effect that it intends to exercise remedies under any Loan Document or Article
4, may revoke such revocable license, provided
such revocation shall be automatic in the event the Obligations are accelerated
pursuant to the Credit Agreement.


Section 5.2            Perfection
Upon Recordation.  Trustor
acknowledges that Beneficiary has taken all actions necessary to obtain, and
that upon recordation of this Deed of Trust, Beneficiary shall have, to the extent
permitted under applicable law, a valid and fully perfected, first priority,
present assignment of the Rents arising out of the Leases and all security for
such Leases.  Trustor acknowledges and
agrees that upon recordation of this Deed of Trust, Beneficiary’s interest in
the Rents shall be deemed to be present and fully perfected, “choate” and
enforced as to Trustor and to the extent permitted under applicable law, all
third parties, including, without limitation, any subsequently appointed
trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without
the necessity of commencing a foreclosure action with respect to this Deed of
Trust, making formal demand for the Rents, obtaining the appointment of a
receiver or taking any other affirmative action.


Section 5.3            Bankruptcy
Provisions.  Without
limitation of the absolute nature of the assignment of the Rents hereunder, Trustor
and Beneficiary agree that (a) this Deed of Trust shall constitute a “security
agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the
security interest created by this Deed of Trust extends to property of Trustor
that comprises the Trust Property and was acquired before the commencement of a
case in bankruptcy and to all amounts paid as Rents and (c) such security
interest shall extend to all Rents acquired by the estate after the
commencement of any case in bankruptcy.


Section 5.4            No
Merger of Estates.  So
long as part of the Secured Obligations remain unpaid and undischarged, the fee
and leasehold estates to the Trust Property shall not merge, but 



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shall remain separate and distinct, notwithstanding the union of such
estates either in Trustor, Beneficiary, any tenant or any third party by
purchase or otherwise.


ARTICLE 6

SECURITY AGREEMENT


Section 6.1            Security
Interest.  This Deed of
Trust constitutes a “security agreement” on all Trust Property, a security
interest in which may be perfected by the filing of a financing statement, to
secure the payment of the Obligations and performance of the Secured Obligations,
and agrees that Beneficiary shall have all the rights and remedies of a secured
party under the UCC with respect to such property.  Any notice of sale, disposition or other
intended action by Beneficiary with respect to any such Collateral (as defined
in the Security Agreement) sent to Trustor at least ten (10) days prior to any
action under the UCC shall constitute reasonable notice to Trustor.  If any conflict or inconsistency exists
between this Deed of Trust and the Security Agreement as to any portion of the
Trust Property constituting “Collateral” (as defined in the Security
Agreement), the Security Agreement shall control.


Section 6.2            Financing
Statements.  Trustor shall
prepare and deliver to Beneficiary such financing statements, and shall execute
and deliver to Beneficiary such documents, instruments and further assurances,
in each case in form and substance satisfactory to Beneficiary, as Beneficiary
may, from time to time, reasonably consider necessary to create, perfect and
preserve Beneficiary’s security interest hereunder.  Trustor hereby irrevocably authorizes Beneficiary
to cause financing statements (and amendments thereto and continuations
thereof) and any such documents, instruments and assurances to be recorded and
filed, at such times and places as may be required or permitted by law to so
create, perfect and preserve Beneficiary’s security interest in the Trust
Property hereunder.  Trustor represents
and warrants to Beneficiary that Trustor’s jurisdiction of organization is the
State of Delaware.  After the date of
this Deed of Trust, Trustor shall not change its name, type of organization,
organizational identification number (if any), jurisdiction of organization or
location (within the meaning of the UCC) without complying in full with the
terms of the Loan Documents with respect to any such changes.


Section 6.3            Fixture
Filing.  This Deed of
Trust shall also constitute a “fixture filing” for the purposes of the UCC
against all of the Trust Property which is or is to become fixtures.  The information provided in this Section 6.3
is provided so that this Deed of Trust shall comply with the requirements of
the UCC for a deed of trust instrument to be filed as a financing
statement.  Trustor is the “Debtor” and its
name and mailing address are set forth in the preamble of this Deed of Trust
immediately preceding Article 1.  Beneficiary
is the “Secured Party” and its name and mailing address from which information
concerning the security interest granted herein may be obtained are also set
forth in the preamble of this Deed of Trust immediately preceding Article 1.  A statement describing the portion of the Trust
Property comprising the fixtures hereby secured is set forth in Section 1.1(i)
of this Deed of Trust.  Trustor
represents and warrants to Beneficiary that Trustor is the record owner of the Trust
Property and the organizational identification number of Trustor is 3372677.


ARTICLE 7

MISCELLANEOUS


Section 7.1            Notices.  Any notice required or permitted to be given
under this Deed of Trust shall be given in accordance with Section 9.01 of the
Credit Agreement, the provisions of which are incorporated herein by this
reference, except that notices required by applicable law shall be given solely
in the manner specified by such law.


Section 7.2            Covenants
Running with the Land. 
All obligations contained in this Deed of Trust are intended by Trustor
and Beneficiary to be, and shall be construed as, covenants running with the Trust
Property.  As used herein, “Trustor” shall
refer to the party named in the first paragraph of this Deed of Trust and to
any subsequent owner of all or any portion of the Trust Property.  All Persons 



 8
 









who may have or acquire an interest in the Trust Property shall be
deemed to have notice of, and be bound by, the terms of the Credit Agreement
and the other Loan Documents; provided,
however, that no such party shall be
entitled to any rights thereunder without the prior written consent of Beneficiary.


Section 7.3            Attorney-in-Fact.  Trustor hereby irrevocably appoints Beneficiary
as its attorney-in-fact, which agency is coupled with an interest and with full
power of substitution, with full authority in the place and stead of Trustor
and in the name of Trustor or otherwise (a) to execute and/or record any
notices of completion, cessation of labor or any other notices that Beneficiary
deems necessary and appropriate to protect Beneficiary’s interest, if Trustor
shall fail to do so promptly after written request by Beneficiary, (b) upon the
issuance of a deed pursuant to the foreclosure of this Deed of Trust or the
delivery of a deed in lieu of foreclosure, to execute all instruments of
assignment, conveyance or further assurance with respect to the Leases, Rents,
Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and
Condemnation Awards in favor of the grantee of any such deed and as may be
necessary or desirable for such purpose, (c) to prepare and file or record
financing statements and continuation statements, and to prepare, execute and
file or record applications for registration and like papers necessary to
create, perfect or preserve Beneficiary’s security interests and rights in or
to any of the Trust Property, and (d) after
the occurrence and during the continuance of any Event of Default, to
perform any obligation of Trustor hereunder; provided,
however, that (1) Beneficiary shall not
under any circumstances be obligated to perform any obligation of Trustor; (2)
any sums advanced by Beneficiary in such performance shall be added to and
included in the Obligations and shall bear interest at the highest rate at
which interest is then computed on any portion of the Obligations; (3) Beneficiary
as such attorney-in-fact shall only be accountable for such funds as are
actually received by Beneficiary; and (4) Beneficiary shall not be liable to Trustor
or any other person or entity for any failure to take any action which it is
empowered to take under this Section 7.3.


Section 7.4            Successors
and Assigns.  This Deed of
Trust shall be binding upon and inure to the benefit of Beneficiary, the other
Secured Parties and Trustor and their respective successors and assigns.  Trustor shall not, without the prior written
consent of Beneficiary, assign any rights, duties or obligations hereunder.


Section 7.5            No
Waiver.  Any failure by Beneficiary
or the other Secured Parties to insist upon strict performance of any of the
terms, provisions or conditions of this Deed of Trust shall not be deemed to be
a waiver of same, and Beneficiary and the other Secured Parties shall have the
right at any time to insist upon strict performance of all of such terms,
provisions and conditions.


Section 7.6            Credit
Agreement.  If any
conflict or inconsistency exists between this Deed of Trust and the Credit
Agreement, the Credit Agreement shall govern.


Section 7.7            Release
or Reconveyance.  (a) The
Transaction Liens (as defined in the Security Agreement) granted by Trustor
pursuant to this Deed of Trust shall terminate upon the earlier of (i) the
satisfaction of all of the Release Conditions (as defined in the Security
Agreement) and (ii) the satisfaction of all of the Ratings Release Conditions
(as defined in the Security Agreement) (subject to reinstatement as set forth
in Section 5.12 of the Credit Agreement).


(b)   At
any time before the Transaction Liens granted by Trustor pursuant to this Deed
of Trust terminate, the Beneficiary may, at the written request of Trustor, (i)
release any Trust Property (but not all or substantially all the Collateral)
with prior written consent of the Required Lenders or (ii) release all or
substantially all the Collateral with the prior written consent of all Lenders.


(c)   The
Beneficiary shall be fully protected in relying upon a certificate of a
Financial Officer of the Borrower as to whether all of the Ratings Release
Conditions are satisfied.  Upon any
termination of a Transaction Lien or release of any Trust Property, the
Beneficiary will, at the expense of 



 9
 









Trustor, execute and deliver to Trustor such documents as Trustor shall
reasonably request to evidence the termination of such Transaction Lien or the
release of such Trust Property, as the case may be.


Section 7.8            Waiver
of Stay, Moratorium and Similar Rights.  Trustor agrees, to the full extent that it
may lawfully do so, that it will not at any time insist upon or plead or in any
way take advantage of any stay, marshalling of assets, extension, redemption or
moratorium law now or hereafter in force and effect so as to prevent or hinder
the enforcement (consistent with the terms of the Credit Agreement) of the
provisions of this Deed of Trust or the Secured Obligations, or any rights or
remedies provided hereunder in favor of Beneficiary or any other Secured Party.


Section 7.9            Applicable
Law.  This Deed of Trust
shall be governed by, and construed in accordance with, the laws of the State
of California.


Section 7.10         Headings.  The Article, Section and Subsection titles
hereof are inserted for convenience of reference only and shall in no way
alter, modify or define, or be used in construing, the text of such Articles,
Sections or Subsections.


Section 7.11         Severability.  If any provision of this Deed of Trust shall
be held by any court of competent jurisdiction to be unlawful, void or
unenforceable for any reason, such provision shall be deemed severable from and
shall in no way affect the enforceability and validity of the remaining
provisions of this Deed of Trust.


Section 7.12         Entire
Agreement.  This Deed of
Trust and the other Loan Documents embody the entire agreement and understanding
between Beneficiary and Trustor relating to the subject matter hereof and
thereof and supersede all prior agreements and understandings between such
parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties.  There are no
unwritten oral agreements between the parties.


Section 7.13         Beneficiary
as Agent; Successor Agents.


(a)   Agent
has been appointed to act as Agent hereunder by the other Secured Parties.  Agent shall have the right hereunder to make
demands, to give notices, to exercise or refrain from exercising any rights,
and to take or refrain from taking any action (including, without limitation,
the release or substitution of the Trust Property) in accordance with the terms
of the Credit Agreement, any related agency agreement among Agent and the other
Secured Parties (collectively, as amended, amended and restated, supplemented
or otherwise modified or replaced from time to time, the “Agency Documents”)
and this Deed of Trust.  Trustor and all
other Persons shall be entitled to rely on releases, waivers, consents,
approvals, notifications and other acts of Agent, without inquiry into the
existence of required consents or approvals of the Secured Parties therefor.


(b)   Beneficiary
shall at all times be the same Person that is Agent under the Agency
Documents.  Written notice of resignation
by Agent pursuant to the Agency Documents shall also constitute notice of
resignation as Agent under this Deed of Trust. 
Removal of Agent pursuant to any provision of the Agency Documents shall
also constitute removal as Agent under this Deed of Trust.  Appointment of a successor Agent pursuant to
the Agency Documents shall also constitute appointment of a successor Agent
under this Deed of Trust.  Upon the
acceptance of any appointment as Agent by a successor Agent under the Agency
Documents, that successor Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Agent as the Beneficiary under this Deed of Trust, and the retiring or removed
Agent shall promptly (i) assign and transfer to such successor Agent all
of its right, title and interest in and to this Deed of Trust and the Trust
Property, and (ii) execute and deliver to such successor Agent such
assignments and amendments and take such other actions, as may be necessary or
appropriate in connection with the assignment to such 



 10
 









successor Agent of the liens and security interests created hereunder,
whereupon such retiring or removed Agent shall be discharged from its duties
and obligations under this Deed of Trust. 
After any retiring or removed Agent’s resignation or removal hereunder
as Agent, the provisions of this Deed of Trust and the Agency Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Deed of Trust while it was Agent hereunder.


ARTICLE 8

LOCAL LAW PROVISIONS


Section 8.1            Inspection.  Without limiting the generality of the
foregoing, Trustor agrees that the Secured Parties will have the same right,
power and authority to enter and inspect the Premises as is granted to a
secured lender under California Civil Code § 2929.5, and that Beneficiary will
have the right to appoint a receiver to enter and inspect the Premises at
reasonable times and after reasonable notice to the extent such authority is
provided under applicable law, including the authority given to the Beneficiary
under California Code of Civil Procedure § 564(c).


Section 8.2            Environmental
Provisions.  Without
limiting any other rights or remedies of the Beneficiary or any other Secured
Party, Trustor acknowledges and agrees that the provisions of the Credit
Agreement and the other Loan Documents relating to environmental matters,
including without limitation, Sections 3.06 of the Credit Agreement, are “environmental
provisions,” as that term is defined in California Code of Civil Procedure §
736(f)(2), made by Trustor relating to the real property security.  Trustor, the Beneficiary and the other
Secured Parties intend for the foregoing sections to serve as the Beneficiary’s
and the other Secured Parties’ written demand and Trustor’s response concerning
the environmental condition of the Premises as required by California Code of
Civil Procedure § 726.5.  To the extent
that any of Trustor’s obligations hereunder are not made valid and enforceable
under California Code of Civil Procedure § 736(a), such obligations shall, to
the fullest extent not prohibited by law, be enforceable under the laws of the
State of California other than California Code of Civil Procedure § 736, as
provided in California Code of Civil Procedure § 736(d).


Section 8.3            Remedies.


(a)   Where
the Trust Property consists of real property and personal property, any
reinstatement of the obligation secured hereby, following default and an
election by the Beneficiary to accelerate the maturity of said obligation,
which is made by Trustor or any other person or entity permitted to exercise
the right of reinstatement under Section 2924c of the California Civil Code or
any successor statute, shall, in accordance with the terms of Section
9604(a)(3)(C) of the UCC, not prohibit the Beneficiary from conducting a sale
or other disposition of any personal property or fixtures or from otherwise
proceeding against or continuing to proceed against any personal property or
fixtures in any manner permitted by the UCC; nor shall any such reinstatement
invalidate, rescind or otherwise affect any sale, disposition or other
proceeding held, conducted or instituted with respect to any personal property
or fixtures prior to such reinstatement or pending at the time of such
reinstatement.  Any sums paid to
Beneficiary in effecting any reinstatement pursuant to Section 2924c of the
California Civil Code shall be applied to the Secured Obligations and to the
Beneficiary’s and Trustee’s reasonable costs and expenses in the manner
required by Section 2924c.


(b)   Should
the Beneficiary elect to sell any portion of the Trust Property which is real
property or which is personal property or fixtures that Beneficiary has elected
under Section 9604(a)(1)(B) of the UCC to sell together with real property in
accordance with the laws governing a sale of real property, the Beneficiary or
the 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, the
Trustee, at the time and place specified in the notice of sale, shall sell said
real property or part thereof at public auction to the highest bidder for cash
in lawful money of the United States. 
The Trustee may, and upon request of 



 11
 









the Beneficiary shall, from time to time, postpone any sale hereunder
by public announcement thereof at the time and place noticed therefor.


(c)   If
the Trust Property consists of several lots, parcels or items of Trust
Property, the Beneficiary may:  (i)
designate the order in which such lots, parcels or items shall be offered for
sale or sold, or (ii) elect to sell such lots, parcels or items through a
single sale, or through two or more successive sales, or in any other manner
the Beneficiary deems in its best interest. 
Should the Beneficiary desire that more than one sale or other
disposition of the Trust Property be conducted, the Beneficiary may, at its
option, cause the same to be conducted simultaneously, or successively, on the
same day, or at such different days or times and in such order as the
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
Trust Property not sold until all Secured Obligations have been fully paid and
the other conditions set forth in the Credit Agreement for release of liens
have been satisfied.  In the event the
Beneficiary elects to dispose of the Trust Property through more than one sale,
Trustor agrees to pay the costs and expenses of each such sale and of any
judicial proceedings wherein the same may be made, including reasonable
compensation to the Trustee and the Beneficiary, their agents and counsel, and
to pay all expenses, liabilities and advances made or incurred by the Trustee or
Beneficiary in connection with such sale or sales, together with interest on
all such advances made by the Trustee or Beneficiary at the lower of the
Default Rate and the maximum rate permitted by law to be charged by the Trustee
or Beneficiary.


Section 8.4            Additional
Provisions.


(a)   Notwithstanding
anything to the contrary contained herein, the Beneficiary’s rights and
remedies under California Code of Civil Procedure Section 736 shall not be
waived, limited or otherwise adversely affected by virtue of a full or partial
credit bid upon foreclosure of this Deed of Trust.


(b)   GRANTOR
PLEASE NOTE:  IN THE EVENT OF YOUR
DEFAULT, THIS DEED OF TRUST AND APPLICABLE LAW PERMITS THE TRUSTEE TO SELL THE
TRUST PROPERTY AT A SALE HELD WITHOUT SUPERVISION BY ANY COURT AFTER EXPIRATION
OF A PERIOD PRESCRIBED BY LAW.  UNLESS
YOU PROVIDE AN ADDRESS FOR THE GIVING OF NOTICE, YOU MAY NOT BE ENTITLED TO
OTHER NOTICE OF THE COMMENCEMENT OF SALE PROCEEDINGS.  BY EXECUTION OF THIS DEED OF TRUST, YOU
CONSENT TO THIS PROCEDURE.  IF YOU HAVE
ANY QUESTIONS CONCERNING IT, YOU SHOULD CONSULT YOUR LEGAL ADVISOR.  BENEFICIARY AND TRUSTEE URGE YOU TO GIVE
BENEFICIARY PROMPT NOTICE OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY RECEIVE
ANY NOTICE OF DEFAULT AND NOTICE OF SALE GIVEN PURSUANT TO THIS DEED OF TRUST.


(c)   Without
limitation of the foregoing, Trustor hereby specifically, unconditionally and
irrevocably waives all rights of a property owner granted under California Code
of Civil Procedure Section 1265.225(a), which provides for allocation of
condemnation proceeds between a property owner and a lienholder, and any other
law or successor statute of similar import.


Section 8.5            Waivers.  Trustor, in addition to, and without
limitation of any other waivers contained in this Deed of Trust,
unconditionally waives any defense to the enforcement of this Deed of Trust,
including:


(a)   All
presentments, demands for performance, notices of nonperformance, protests,
notices of protest and notices of dishonor with respect to the Secured Obligations,
and notices of acceptance of this Deed of Trust;


(b)   Any
right to require the Beneficiary to proceed against Borrower or any guarantor
at any time or to proceed against or exhaust any security held by the
Beneficiary at any time or to pursue any other remedy whatsoever at any time;



 12
 









(c)   The
defense of any statute of limitations affecting the liability of Trustor
hereunder, the liability of any of the Borrower or any guarantor under the Loan
Documents, or the enforcement hereof, to the extent permitted by law;


(d)   Any
defense arising by reason of any invalidity or unenforceability of (or any
limitation of liability in) any of the Loan Documents or any disability of
Trustor or any guarantor or of any manner in which Beneficiary has exercised
its rights and remedies under the Loan Documents, or by any cessation from any
cause whatsoever of the liability of Trustor or the Borrower or any guarantor;


(e)   Without
limitation on clause (d) above, any defense based upon any lack of
authority of the officers, directors, partners or agents acting or purporting
to act on behalf of Trustor or the Borrower or any principal of Trustor or the
Borrower or any defect in the formation of Trustor or the Borrower or any
principal of Trustor or the Borrower;


(f)    Any
defense based upon the application by Trustor or the Borrower of the proceeds
of the Loans for purposes other than the purposes represented by Trustor or the
Borrower to the Beneficiary or intended or understood by the Beneficiary or Trustor;


(g)   Any
defense based upon an election of remedies by the Beneficiary, including any
election to proceed by judicial or nonjudicial foreclosure of any security,
whether real property or personal property security, or by deed in lieu
thereof, and whether or not every aspect of any foreclosure sale is
commercially reasonable, or any election of remedies, including remedies
relating to real property or personal property security, which destroys or
otherwise impairs the subrogation rights of Trustor or the rights of Trustor to
proceed against any of the Borrower or any guarantor for reimbursement, or both
(including, without limitation, California Code of Civil Procedure Sections
580a, 580b, 580d and 726);


(h)   Any
defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in any other
aspects more burdensome than that of a principal;


(i)    Any
defense based upon the Beneficiary’s election, in any proceeding instituted
under the Federal Bankruptcy Code, of the application of
Section 1111(b)(2) of the Federal Bankruptcy Code or any successor
statute;


(j)    Any
defense based upon any borrowing or any grant of a security interest under
Section 364 of the Federal Bankruptcy Code;


(k)   Any
duty of the Beneficiary to advise Trustor of any information known to the
Beneficiary regarding the financial condition of the Borrower and all other
circumstances affecting the Borrower’s ability to perform its obligations to
the Beneficiary, it being agreed that Trustor assumes the responsibility for
being and keeping informed regarding such condition or any such circumstances;


(l)    Any
right of subrogation, reimbursement, exoneration, contribution or indemnity, or
any right to enforce any remedy which the Beneficiary now has or may hereafter
have against the Borrower or any benefit of, or any right to participate in,
any security now or hereafter held by the Beneficiary; and


(m)   Without
limiting the generality of the foregoing or any other provision hereof, any
rights and benefits which might otherwise be available to Trustor under
California Civil Code Sections 2787 to 2855, inclusive, 2899, and 3433.


Section 8.6            Subrogation.  Trustor understands that the exercise by the
Beneficiary of certain rights and remedies may affect or eliminate Trustor’s
right of subrogation against the Borrower 



 13
 









or any guarantor and that Trustor may therefore incur partially or
totally nonreimbursable liability hereunder. 
Nevertheless, Trustor hereby authorizes and empowers Beneficiary, its
successors, endorsees and assigns, to exercise in its or their sole discretion,
any rights and remedies, or any combination thereof, which may then be
available, it being the purpose and intent of Trustor that the obligations
hereunder shall be absolute, continuing, independent and unconditional under
any and all circumstances. 
Notwithstanding any other provision of this Deed of Trust to the
contrary, Trustor hereby subordinates to the repayment in full of all of the
Borrower’s and each other obligor’s obligations under the Loan Documents any
claim or other rights which Trustor may now have or hereafter acquire against
the Borrower or any guarantor of all or any of the obligations of the Borrower
hereunder that arise from the existence or performance of such of the Borrower’s
obligations under any of the Loan Documents, including any right of
subrogation, reimbursement, exoneration, contribution or indemnification, any
right to participate in any claim or remedy of the Beneficiary against the
Borrower or any Collateral which the Beneficiary now has or hereafter acquires,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, by any payment made hereunder or otherwise, including,
without limitation, the right to take or receive from the Borrower, directly or
indirectly, in cash or other property or by setoff or in any other manner,
payment or security on account of such claim or other rights.  Trustor understands that: (i)
Section 580d of the California Code of Civil Procedure generally prohibits
a deficiency judgment against a borrower after a non-judicial foreclosure; (ii)
Trustor’s subrogation rights may be destroyed by a non-judicial foreclosure
under the Deed of Trust (because Trustor may not be able to pursue the Borrower
for a deficiency judgment by reason of the application of Section 580d of
the California Code of Civil Procedure); and (iii) under Union Bank v.
Gradsky, 265 Cal. App. 2nd 40 (1968), a lender may be estopped from
pursuing a guarantor for a deficiency judgment after a non-judicial foreclosure
(on the theory that a guarantor should be exonerated if a lender elects a
remedy that eliminates the guarantor’s subrogation rights) absent an explicit
waiver.  Without limitation on the
generality of the other waivers contained in this Deed of Trust, Trustor hereby
waives (A) the defense that might otherwise be available under Gradsky, supra
(or any similar judicial decision or statute) in the event the Beneficiary
pursues a non-judicial foreclosure, and (B) all rights and defenses arising out
of an election of remedies by the creditor, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed the guarantor’s rights of subrogation and
reimbursement against the principal by the operation of Section 580d of
the Code of Civil Procedure or otherwise. 
In addition, Trustor waives all rights and defenses that Trustor may
have because the debtor’s debt is secured by real property.  This means, among other things that the
creditor may collect from the guarantor without first foreclosing on any real
or personal property collateral pledged by the debtor, and if the creditor
forecloses on any real property collateral pledged by the debtor:  (i) the amount of the debt may be reduced
only by the price for which the collateral is sold at the foreclosure sale,
even if the collateral is worth more than the sale price; and (ii) the creditor
may collect from the guarantor even if the creditor, by foreclosing on the real
property collateral, has destroyed any right the guarantor may have to collect
from the debtor.  This is an
unconditional and irrevocable waiver of any rights and defenses the guarantor
may have because the debtor’s debt is secured by real property.  These rights and defenses include, but are
not limited to, any rights or defenses based upon Section 580a, 580b, 580d
or 726 of the Code of Civil Procedure.


Section 8.7            Independent
Obligations.  The
obligations of Trustor hereunder are independent of the obligations of the
Borrower and, in the event of any default hereunder, a separate action or
actions may be brought and prosecuted against Trustor to foreclose this Deed of
Trust whether or not Trustor is the alter ego of the Borrower and whether or
not the Borrower is joined therein or a separate action or actions are brought
against the Borrower.  The Beneficiary’s
rights hereunder shall not be exhausted until all of the Secured Obligations
have been fully paid and performed.


Section 8.8            Subordination.
 Without limitation on the waiver and
release contained above: (i) Trustor subordinates all present and future
indebtedness owing by the Borrower to Trustor to the obligations at any time
owing by the Borrower to the Beneficiary under the Credit Agreement and the
other Loan Documents; and (ii) Trustor agrees to make no claim on such
indebtedness until all obligations 



 14
 









of Borrower under the Credit Agreement and the other Loan Documents
have been fully discharged.  Trustor
further agrees not to assign all or any part of such indebtedness unless the
Beneficiary is given prior notice and such assignment is expressly made subject
to the terms of this Deed of Trust.  If
the Beneficiary so requests, (a) all instruments evidencing such indebtedness
shall be duly endorsed and delivered to the Beneficiary,  (b) all security for such indebtedness shall
be duly assigned and delivered to the Beneficiary, (c) such indebtedness shall
be enforced, collected and held by Trustor as trustee for the Beneficiary and
shall be paid over to the Beneficiary on account of the Secured Obligations but
without reducing or affecting in any manner the liability of Trustor under the
other provisions of this Deed of Trust, and (d) Trustor shall execute, file and
record such documents and instruments and take such other action as the
Beneficiary deems necessary or appropriate to perfect, preserve and enforce the
Beneficiary’s rights in and to such indebtedness and any security
therefor.  If Trustor fails to take any
such action, the Beneficiary, as attorney-in-fact for Trustor, is hereby
authorized to do so in the name of Trustor. 
The foregoing power of attorney is coupled with an interest and cannot
be revoked.


Section 8.9            Other
Collateral.  Trustor
acknowledges that this Deed of Trust is one of a number of mortgages, deeds of
trust and other security documents (“Other Security Instruments”)
that secure the Secured Obligations and the obligations of the Borrower and
other obligors under the Loan Documents (the “Other
Obligations”).  Trustor agrees
that the lien of this Deed of Trust shall be absolute and unconditional and
shall not in any manner be affected or impaired by any acts or omissions
whatsoever of the Beneficiary, and without limiting the generality of the foregoing,
the lien hereof shall not be impaired by any acceptance by the Beneficiary of
any security for or guarantees of the Secured Obligations and/or the Other
Obligations, or by any failure, neglect or omission on the part of the
Beneficiary to realize upon or protect any Obligation or Other Obligation or
any collateral security therefor including the Other Security Instruments.  The lien hereof shall not in any manner be
impaired or affected by any release (except as to the Premises released), sale,
pledge, surrender, compromise, settlement, renewal, extension, indulgence,
alteration, changing, modification or disposition of any of the Secured
Obligations or Other Obligations or of any of the collateral security therefor,
including the Other Security Instruments or of any guarantee thereof, and, to
the fullest extent permitted by applicable law, the Beneficiary may at its
discretion foreclose, exercise any power of sale, or exercise any other remedy
available to it under any or all of the Other Security Instruments without
first exercising or enforcing any of its rights and remedies hereunder.  Such exercise of Beneficiary’s rights and
remedies under any or all of the Other Security Instruments shall not in any
manner impair the indebtedness hereby secured or the lien of this Deed of Trust
and any exercise of the rights or remedies of the Beneficiary hereunder shall
not impair the lien of any of the Other Security Instruments or any of the
Trustee’s or Beneficiary’s rights and remedies thereunder.  To the fullest extent permitted by applicable
law, Trustor specifically consents and agrees the Beneficiary may exercise its
rights and remedies hereunder and under the Other Security Instruments
separately or concurrently and in any order that it may deem appropriate and
waives any rights of subrogation.


Section 8.10         Trustee.  The Trustee accepts appointment hereunder
when this Deed of Trust, duly executed and acknowledged, is made a public
record.  The Beneficiary may remove the
Trustee at any time or from time to time and appoint a successor trustee, and
upon such appointment, all powers, duties, rights and authority of Trustee
shall thereupon become vested in such successor.  Such substitute trustee shall be appointed in
any manner permitted or authorized by applicable law, including without
limitation by written instrument duly recorded in the county or counties where
the real property encumbered hereby is located, which appointment may be
executed by any authorized agent of the Beneficiary or in any other manner permitted
by applicable law. The Trustee shall be entitled to receive, and Trustor shall
pay, reasonable and customary compensation to the Trustee for its services
rendered hereunder after any Event of Default and reimbursement to the Trustee
for its expenses (including attorneys’ fees and expenses) in connection
herewith or the exercise of any right, power or remedy hereunder.



 15
 









Section 8.11         Conflict.  In the event of any conflict between any
provision set forth in this Article 8 and any other provision in this
Deed of Trust, the provision in this Article 8 shall control.


                                                                [The
remainder of this page has been intentionally left blank]



 16















IN WITNESS WHEREOF, Trustor has
on the date set forth in the acknowledgement hereto, effective as of the date
first above written, caused this instrument to be duly EXECUTED AND DELIVERED
by authority duly given.


	
  

  	
  TRUSTOR:

  	
  MARVELL TECHNOLOGY, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sehat Sutardja

  	
   

  
	
   

  	
  Name: Sehat Sutardja

  
	
   

  	
  Title: President & CEO

  



 













ACKNOWLEDGMENT


	
  State of

  	
  California

  	
  )

  
	
   

  	
   

  	
  )

  
	
  County of

  	
  Santa Clara

  	
  )

  



 


On May 18, 2007, before me, the undersigned, a
notary public in and for said State, personally appeared Sehat Sutardja,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her respective
authorized capacity, and that by his/her signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.


WITNESS
my hand and official seal.


	
  Signature
  

  	
  /s/ Diane Parke

  	
   

  	
  (seal)

  
	
   

  	
   

  
	
  Capacity of signatory:

  	
   

  



 


















EXHIBIT
A


LEGAL
DESCRIPTION


Real property
in the City of Santa Clara, County of Santa Clara, State of California,
described as follows:


Parcel One:


Parcel A as
shown on that certain Notice of Lot Line Adjustment recorded August 16, 1991 in
Book L826, at page 0819 of Official Records, Santa Clara County Records, and
excepting therefrom that portion of land described in that certain document
recorded March 10, 1993 for record in Book M660 of Official Records,
at page 1700, Santa Clara County Records;


Together with
a portion of Parcel B as shown on said Notice of Lot Line Adjustment more
particularly described as follows:


Beginning on
the northerly line of Old Mountain View-Alviso Road at the common corner of
Parcel A and Parcel B as shown on said Notice of Lot Line Adjustment;


Thence along a
common line of said Parcel A and Parcel B, North 00° 12’ 36” East, 602.38 feet
to the True Point of Beginning;


Thence leaving
said common line, South 64° 28’ 18” West, 65.00 feet to the beginning of a
non-tangent curve to the right, to which point a radial line bears South 10° 25’
23” West;


Thence along
said non-tangent curve to the right, having a radius of 111.63 feet, through a
central angle of 86° 28’ 08” an arc distance of 168.47 feet;


Thence North
26° 42’ 29” West, 30.77 feet to the southerly line of that certain parcel of
land conveyed to the State of California by Grant Deed recorded August 16,
1991, in Book L826, at page 839 of Official Records, said County Records;


Thence along
the southerly line of said land conveyed to the State of California following
four (4) courses and distances;


1.             Along a non-tangent
curve to the left, having a radius of 10136.00 feet, to which point a radial
line bears South 26° 47’ 03” East, through a central angle of 00° 47’ 52” an
arc distance of 141.13 feet;


2.             North 00° 12’ 36”
East (North 01° 05’ 17” East), 3.85 (3.47’) feet;



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3.             Along a non-tangent
curve to the left, having a radius of 9,000 feet and to which point a radial
line bears South 29° 17’ 50” East, through a central angle of 0° 30’ 19” an arc
distance of 79.37 feet;


4.             North 66° 32’ 39”
East; 75.89 feet to the common line of Parcel A and Parcel B as shown on said
Notice of Lot Line Adjustment;


Thence leaving
the southerly line of said land conveyed to the State of California, along the
common line of said Parcel A and Parcel B the following three (3) courses and
distances;


1.             South 62° 07’ 20”
West, 104.00 feet to the beginning of a non-tangent curve to the right, and to
which point a radial tine bears South 27° 52’ 50” East;


2.             Along said
non-tangent curve to the right, having a radius of 10136.00 feet, through a
central angle of 0° 03’ 14” an arc distance of 9.53 feet;


3.             South 00° 12’ 36”
West, 207.26 feet to the True Point of Beginning.


Parcel Two:


Parcel B as
shown on that certain Notice of Lot Line Adjustment recorded
August 16, 1991 In Book L826, at page 0819 of Official Records,
excepting therefrom that certain parcel of land conveyed to the State of
California, by deed recorded August 16, 1991, In Book L826 of Official Records
at page 839, Santa Clara County Records.


Also excepting
therefrom the following described area:


Beginning on
the northerly line of Old Mountain View-Alviso Road at the common corner of
Parcel A and Parcel B as shown on said Notice of Lot Line Adjustment;


Thence along a
common line of Parcel A and Parcel B, North 00° 12’ 36” East, 602.38 feet to
the True Point of Beginning;


Thence leaving
said common line, South 64° 28’ 18” West, 65.00 feet to the beginning of a
non-tangent curve to the right, to which point a radial line bears South 10° 25’
23” West;


Thence along
said non-tangent curve to the right, having a radius of 111.63 feet, through a
central angle of 86° 28’ 08” an arc distance of 168.47 feet;


Thence North
26° 42’ 29” West, 30.77 feet to the southerly line of that certain parcel of
land conveyed to the State of California by Grant Deed recorded August 16,
1991, in Book L826, at page 839 of Official Records, said County Records;


Thence along
the southerly line of said land conveyed to the State of California the
following four (4) courses and distances;


1.             Along a non-tangent
curve to the left, having a radius of 10136.00 feet, to which point a radial
line bears South 26° 47 03” East, through a central angle of 0° 47’ 52” an arc
distance of 141.13 feet;



 2
 









2.             North 00° 12’ 36”
East (North 01° 05’ 17” East), 3.85 (3.47’) feet;


3.             Along a non-tangent
curve to the left, having a radius of 9,000 feet and to which point a radial
line bears South 29° 17’ 50” East, through a central angle of 0° 30’ 19” an arc
distance of 79.37 feet;


4.             North 66° 32’ 39”
East, 75.89 feet to the common line of Parcel A and Parcel B as shown on said
Notice of Lot Line Adjustment;


Thence leaving
the southerly line of said land conveyed to the State of California, along the
common line of said Parcel A and Parcel 8 the following three (3) courses and
distances;


1.             South 62° 07’ 20”
West, 104.00 feet to the beginning of a non-tangent curve to the right, and to
which point a radial line bears South 27° 52’ 40” East;


2.             Along said non-tangent
curve to the right, having a radius of 10136.00 feet, through a central angle
of 00° 03’ 14’ an arc distance of 9.53 feet;


3.             South 00° 12’ 36°
West, 207.26 feet to the True Point of Beginning.


APN:
104-52-006, 012, 022 & 023

ARB: 104-44-001, 002, 003, 004



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EXHIBIT
B


PERMITTED
ENCUMBRANCES


Those exceptions set forth in Schedule B of that certain
policy of title insurance by First American Title Insurance Company, order
number 4305-5218025C dated November 7, 2003, the “standard” title exceptions
shown on the commitment to issue such title insurance policy, and such other
liens and matters disclosed by [an updated title search, as such additional
matters are reasonably acceptable to the Beneficiary].