**Exhibit 10.19**
|   | **CONFORMED  COPY:** This document has not been compared with the  original. SANTA CLARA COUNTY RECORDER |
|--------|----------------------------------------------------------------------------------------------------------|

RECORDING REQUESTED BY, AND WHEN RECORDED, MAIL TO:
| Pitcher, Nichols  & Meeks       |                                                  |
|-------------------------------------|-------------------------------------------------------|
| 1925 Century  Park East, Suite 1700 |                                                  |
| LOS Angeles, California 90087       |                                                  |
| Attention: David  L. Packer, Esq.   |                                                  |
|                                |                                                  |
|                                | (SPACE ABOVE THIS LINE  FOR RECORDER’S USE ONLY) |

**DEEDOF TRUST,ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENTAND FIXTURE FILING**

THISDEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTUREFILING (the “**Deed of Trust**”) ismade as of March 20, 2007 by OMNIVISION TECHNOLOGIES, INC., a Delawarecorporation (“**Trustor**”), astrustor, to FIRST AMERICAN TITLE INSURANCE COMPANY (**“Trustee”**), as trustee, for the benefit of CITIBANK, N.A., a nationalbanking association (**“Beneficiary”**),as beneficiary.

1.                          **DEFINITIONS**. Certain terms used in thisDeed of Trust are defined below; and certain other terms used in this Deed ofTrust are defined elsewhere in this Deed of Trust. Except as otherwise indicated;terms defined in the Notes shall have the same meaning when used in this Deedof Trust or other Loan Documents; and terms defined in the Loan Documents otherthan this Deed of Trust shall have the same meaning when used herein or in theNotes.

**“Event of Default”** shall have the meaningprovided in the Loan Agreement.

**“GAAP”** means generally accepted accountingprinciples as in effect from time to time in the United States, consistentlyapplied.

**“Good Faith”** is used in this Deed of Trustand the Loan Documents in the manner defined in the Section 1201(19) of theUniform Commercial Code.

**“Interest Rate Agreement”** shall mean anyinterest rate swap, cap or collar agreement or other similar agreement orarrangement designed to hedge the position with respect to interest rates,including the “Interest Rate Swap Agreement (Long Form Trade Confirmation)” (asdefined in the Loan Agreement) and any confirmation of any of such documents.

**“Loan Agreement”** means that certain LoanAgreement of even date herewith between Trustor, as borrower, and Beneficiary,as Lender

**“Loan Documents”** means the Notes, the LoanAgreement, this Deed of Trust and any other agreement, instrument, or documentexecuted in connection with the Loan Agreement, this Deed of Trust or theNotes.

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**“Notes”**means, collectively, (i) that certain promissory note evidencing the loan inthe original principal amount of up to $27,927,045.00, payable by Trustor toBeneficiary or its order (the **“Secured TermLoan”**) and any amendments, modifications or supplements thereto orrenewals or replacements thereof (including any new notes upon a split of aprior note or notes), and (ii) that certain promissory note evidencing theadditional advances in the maximum aggregate principal amount of up to$12,000,000.00, payable by Trustor to Beneficiary or its order (the **“Additional Term Loan”**) and any amendments,modifications or supplements thereto or renewals or replacements thereof(including any new notes upon a split of a prior note or notes) (the SecuredTerm Loan and the Additional Term Loan are herein collectively referred to asthe “**Loan**”).

**“Person”** means any individual, soleproprietorship, general partnership, limited partnership, limited liabilitypartnership, limited liability company, joint venture, trust, unincorporatedorganization, association, corporation, government, or any agency or politicaldivision thereof, or any other entity.

**“Personal Property”** means all “Accounts”, “Cashproceeds”, “Chattel paper”, “Collateral”, “Commercial tort claims”, “Depositaccounts”, “Documents”, “Electronic chattel paper”, “Equipment”, “Fixtures”, “Generalintangibles”, “Goods”, “Instruments”, “Inventory”, “Investment property”, “Letter-of-creditrights”, “Noncash proceeds”, “Payment intangibles”, “Proceeds”, “Software”, “SupportingObligations”, and “Tangible chattel paper”, as defined in the UniformCommercial Code (as such Uniform Commercial Code may be amended from time totime) in which Trustor has any interest, whether currently owned or hereafteracquired, relating to, generated from, arising out of or incidental to theownership, development, use or operation of the Real Property (whether or notsubsequently removed from the Real Property (other than that portion of theProperty consisting of the Real Property), including, without limitation, all

(i) machinery and tools;(ii) rugs, carpets and other floor coverings; (iii) draperies and drapery rodsand brackets, awnings, window shades, Venetian blinds and curtains; (iv) lamps,chandeliers and other lighting fixtures; (v) office maintenance and othersupplies; (vi) apparatus, appliances, furniture and furnishings, buildingservice equipment, and building materials, supplies and equipment; (vii)rights, royalties, rents, security deposits, advance rentals, revenues, profitsand benefits; (viii) leases, lease guarantees, contracts, contract rights,licenses, permits and certificates; (ix) deposits, funds, money and depositaccounts (including any accounts, including reserve accounts, established underany of the Loan Documents); (x) tenements, hereditaments and appurtenances;(xi) approvals and parcel maps (whether tentative or final), building permitsand certificates of occupancy; (xii) names under or by which the Property orany of the Improvements may at any time be operated or known and rights tocarry on business under any such names or any variant thereof; (xiii)trademarks and good will; (xiv) management agreements, service contracts,supply contracts or other contracts or agreements; (xv) warranties; (xvi) waterstock; (xvii) shares of stock or other evidence of ownership of any part of theProperty or Improvements that is owned by Trustor in common with others, andall documents of membership in any owners’ or members’ association or similargroup having responsibility for managing, maintaining or operating any part ofthe Property or Improvements; (xviii) plans and specifications prepared forconstruction of improvements on the Property, or any part thereof, and studies,data and drawings related thereto, including, without limitation, studies, dataor reports relating to toxic or hazardous wastes or materials located on theProperty and/or Improvements, and contracts and agreements of Trustor relatingto the aforesaid plans and specifications or to the aforesaid studies, data,reports and drawings or to the construction of improvements on the Property;(xix) sales agreements, deposit receipts, escrow agreements and other ancillarydocuments and agreements entered into respecting the sale to any purchasers ofany part of the Property, and/or Improvements, together with all deposits andother proceeds of the sale thereof; (xx) damages, royalties and revenue ofevery kind, nature and description whatsoever that Trustor may be entitled toreceive from any person or entity owning or having or hereafter acquiring aright to the oil, gas or mineral rights and reservations of the Property; (xxi)deposits made with or other security given to utility companies by Trustor withrespect to the Property and/or Improvements; (xxii) advance payments ofinsurance premiums made by Trustor with respect to, and all claims or demandswith respect to, insurance; (xxiii) negotiable certificates of deposit ofTrustor in Beneficiary’s possession and all accounts of Trustor maintained withBeneficiary and each deposit account of Trustor assigned to Beneficiarypursuant to any agreement;

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(xxiv) insurance proceeds (including insuranceproceeds for insurance not required under the terms of this Deed of Trust);(xxv) condemnation awards; (xxvi) causes of action, claims, compensation,awards and recoveries for any damage or injury to the Property and/orImprovements or for any loss or diminution in value of the Property and/orImprovements; (xxvii) books and records relating to the Property, including,without limitation, all computer records, computer tapes and electronic andelectromagnetic representations and reproductions thereof; (xxviii) guarantiesof and security for any of the foregoing; (xxix) all substitutions, renewals,improvements, attachments, accessions, additions and replacements to any of theforegoing; and all “Proceeds” (as such term is defined in the UniformCommercial Code), collections, insurance proceeds and products of any of theproperty listed in (i) through (xxix) above, including without limitation,proceeds of any voluntary or involuntary disposition or claim respecting anypart thereof (pursuant to judgment, condemnation award or otherwise) and alldocuments, instruments, general intangibles, goods, equipment, inventory, chattelpaper, monies, accounts, deposit accounts and other personal property that mayarise from the sale or disposition of any of the foregoing, all guaranties ofand security for any of the foregoing, and all books and records, including,without limitation, all computer records, computer tapes and electronic andelectromagnetic representations and reproductions thereof, relating to any ofthe foregoing.

**“Property”** means the real propertydescribed in Exhibit “A”, attached hereto and incorporated herein by reference,together with all buildings and other improvements (**“Improvements”**) now or hereafter located thereon, and any andall right, title or interest of Trustor in any other real property orimprovements comprised in such real property, which right, title or interest isacquired after the date of this Deed of Trust (such real property, buildings,improvements and after-acquired interest being hereinafter collectivelyreferred to as the **“Real Property”**);the Personal Property; all easements and other rights now or hereafter madeappurtenant to the Real Property; all additions and accretions to the RealProperty; all fixtures, machinery, equipment, and appliances at any timeattached to, or located in or on the Real Property in which Trustor has an interest;all rights in or to existing or future streets or public places; all existingand future minerals, oil, gas and other hydrocarbon substances upon, under orthrough the Real Property; all water and water rights, pumps and pumpingplants, and existing and future water stock relating thereto; all existing andfuture shares of stock or other evidence of ownership of any part of theforegoing property and all intangible property and rights relating to theforegoing property, or the operation thereof or used in connection therewith,including all options, sales contracts and rights of first refusal of anynature whatsoever, covering all or any portion of such property, together withany deposits or other payments made in connection therewith, existing and futuredevelopment rights, permits and approvals, air rights and other similar landuse permits, approvals or entitlements; and all proceeds of any of theforegoing. Any reference in this Deed of Trust to the “Property” shall mean theProperty described in this Section, any part thereof, or any interest therein.

**“Taxes and Assessments”** means all taxes,assessments, levies and charges imposed by any public or quasi-public authorityhaving jurisdiction over the Property which are or may affect, or become a lienupon, the Property, or the rents, royalties, profits and income of theProperty, or interest therein, or imposed by any public or quasi-publicauthority upon Trustor, Trustee or Beneficiary by reason of their respectiveinterests in the Property or by reason of any payment, or portion thereof, madeto Beneficiary hereunder or pursuant to any obligation secured by this Deed ofTrust or any of the other Loan Documents, other than taxes which are measuredby and imposed upon Beneficiary’s general net income.

**“Transfer”** means the sale, transfer,hypothecation, encumbrance, mortgage, conveyance, lease (other than leasespermitted pursuant to the terms and conditions of this Deed of Trust, the LoanAgreement and any other Loan Document), alienation, assignment, disposition,divestment, or leasing with option to purchase, or assignment of the Property,or any portion thereof or interest therein (whether direct or indirect, legalor equitable, including the issuance, sale, assignment, alienation, conveyance,divestment, transfer, disposition, hypothecation, mortgage or encumbrance ofany ownership interest in Trustor; or, if any Additional Essential Party is anentity, the issuance, sale, assignment, alienation, conveyance, divestment,transfer, disposition, hypothecation, mortgage or encumbrance of any ownershipinterest in the Additional Essential Party (whether direct or indirect, legalor equitable); or entering into any agreement or contract to do any of theforegoing which is not conditioned on compliance with the terms of the LoanDocuments with respect to Transfers, or undertaking, suffering or causing anyof the foregoing to occur voluntarily, involuntarily or by operation of law.

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**“UniformCommercial Code”**means the Uniform Commercial Code as enactedin the State of California.

2.                          **GRANT IN TRUST.**Trustor does herebyirrevocably and unconditionally grant and assign the Property to Trustee, intrust, with power of sale and right of entry and possession, for the benefit ofBeneficiary, for the purposes and upon the terms and conditions hereinafter setforth.

3.                          **ASSIGNMENT OF RENTS.**Trustor absolutely,unconditionally and irrevocably assigns to Beneficiary the rents, royalties,issues, profits, security deposits and income of the Property for the purposesand upon the terms and conditions hereinafter set forth (including the licensegranted in Section 6.10.1 hereof). The foregoing assignment shall notimpose upon Beneficiary any duty to produce rents from the Property, and suchassignment shall not cause Beneficiary to be a “mortgagee in possession” forany purpose. This assignment is an absolute and present assignment from Trustorto Beneficiary and not merely the passing of a security interest, subject onlyto the provisions hereinafter contained pertaining to Trustor’s right tocollect the rents, issues and profits of the Property.

4.                          **OBLIGATIONS SECURED. **Trustor makes the foregoing grant and assignment for thepurpose of securing the following in such order of priority as Beneficiary maydetermine (the **“Obligations”**):

4.1**                     Payment ofLoan. **Payment to Beneficiary of allindebtedness evidenced by or arising under the Notes or the Loan Agreement,together with interest thereon, including sums added to the principal balanceof the Notes in accordance with the terms thereof, and all prepayment, latecharges or other charges or fees payable thereunder, and any and allmodifications, extensions, renewals or substitutions thereof whether or notevidenced by a new or additional promissory note or notes;

4.2                     **Payment of Further Loans. **Payment of such furtherindebtedness with interest thereon, and performance of and compliance with suchfurther obligations as the then record owner of the Property may undertake topay, perform or comply with for the benefit of Beneficiary, its successors orassigns, when such borrowing or obligation is consented to in writing byTrustor evidenced by a note or by any writing reciting that it or they are sosecured;

4.3                     **Performance Under Loan Documents.**Performanceof and compliance with each agreement, undertaking, obligation, warranty orrepresentation of Trustor or any other person contained in any Loan Document,or incorporated therein by reference, or in any and all documents, leases orinstruments assigned to Beneficiary or executed in Beneficiary’s favor anddelivered thereunder, and payment of all sums, fees, costs and expenses astherein set forth or which may otherwise be advanced by or due to Trustee orBeneficiary under any provision of any Loan Document, with interest thereon atthe rate provided therein. However, if any document now or hereafter executedby Trustor and Beneficiary contains any obligation, covenant, representation orwarranty of Trustor that by its express terms, or by the express terms of suchdocument, is not intended to be secured by this Deed of Trust, then suchobligation, covenant, representation or warranty shall not be secured by thisDeed of Trust or any other Loan Document (but only to the extent necessary,with respect to temporal applicability, scope or otherwise, to render the sameunsecured), and to the extent (if any) that such unsecured obligation,covenant, representation or warranty may be repeated in any provision of thisDeed of Trust or any other Loan Document, it shall be deemed stricken andexcluded from this Deed of Trust and such Loan Document (but only to the extentnecessary, with respect to temporal applicability, scope or otherwise, torender the same unsecured) from and after the date on which such unsecuredobligation, covenant, representation or warranty arises and becomes effectiveunder terms of the document in which it is contained.

4.4                     **Performance Under Interest Rate Agreements**Paymentand performance of all duties and obligations of Trustor owing to “Party A”under and pursuant to that Interest Rate Swap Transaction Confirmation dated onor about the date hereof (the “Confirmation Letter”), in which Trustor isdescribed as Counterparty or “Party B” any amendments or modifications theretoor any replacements thereof, relative to a “Swap Transaction” or “Transaction”(as defined in the Confirmation Letter), and compliance with each agreement,undertaking, obligation, warranty or representation of Trustor contained in

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any Interest Rate Agreements in favor of Beneficiary or its affiliates.

5.                          **SECURITY AGREEMENT AND FIXTURE FILING.**

5.1                     **Grant of Security Interest. **Trustor hereby grants toBeneficiary a security interest in the Personal Property to secure all of theObligations and all other obligations of Trustor to Beneficiary under any otherLoan Documents. This Deed of Trust constitutes a security agreement withrespect to all personal property in which Beneficiary is granted a securityinterest hereunder, and Beneficiary shall have all of the rights and remediesof a secured party under the Uniform Commercial Code as well as all otherrights and remedies available at law or in equity.

5.2                     **Perfection.**Trustor will execute,acknowledge, deliver and cause to be recorded or filed, in the manner and placerequired by any present or future law, any instrument that may be requested byBeneficiary to publish notice or protect, perfect, preserve, continue, extend,or maintain the security interest and lien, and the priority thereof, of thisDeed of Trust or the interest of Beneficiary in the Property, including,without limitation, deeds of trust, security agreements, financing statements,continuation statements, and instruments of similar character, and Trustorshall pay or cause to be paid (i) all filing and recording taxes and feesincident to each such filing or recording, (ii) all expenses, including withoutlimitation, actual attorneys’ fees and costs, incurred by Beneficiary inconnection with the preparation, execution, and acknowledgement of all suchinstruments, and (iii) all federal, state, county and municipal stamp taxes andother taxes, duties, imposts, assessments, and charges arising out of or inconnection with the execution and delivery of such instruments.  Trustor hereby irrevocably constitutes andappoints Beneficiary as the attorney-in-fact of Trustor, to execute, deliverand, if appropriate, file with the appropriate filing officer or office anysuch instruments if Trustor should fail to do so within five (5) days ofwritten demand by Beneficiary. In addition, Trustor hereby authorizesBeneficiary to cause any financing statement or fixture filing to be filed orrecorded without the necessity of any signature of Trustor on such financingstatement or fixture filing.

5.3                     **Remedies.**Upon the occurrence of any Eventof Default, Beneficiary shall have the right to cause any of the Property thatis Personal Property and subject to the security interest of Beneficiaryhereunder to be sold at any one or more public or private sales as permitted byapplicable law, and Beneficiary shall further have all other rights andremedies, whether at law, in equity, or by statute, as are available to securedcreditors under applicable law, specifically including, without limitation, theright to proceed as to both the real property and the personal propertycontained within the Property as permitted by Uniform Commercial Code Section9604(a)(1). Any such disposition may be conducted by an employee or agent ofBeneficiary or Trustee.  Any person,including both Trustee and Beneficiary, shall be eligible to purchase any partor all of such property at any such disposition.

5.4                     **Expenses.**Expenses of retaking, holding,preparing for sale, selling or the like shall be borne by Trustor and shallinclude, without limitation, Beneficiary’s and Trustee’s actual attorneys’ feesand legal expenses. Trustor, upon demand of Beneficiary, shall assemble thePersonal Property and make it available to Beneficiary at such place as shallbe required by Beneficiary in its sole discretion. Beneficiary shall giveTrustor at least five (5) days’ prior written notice of the time and place ofany public sale or other disposition of such personal property or of the timeof or after which any private sale or any other intended disposition is to bemade, and if such notice is sent to Trustor, at the same address as is providedfor the mailing of notices herein, it is hereby deemed that such notice shallbe and is reasonable notice to Trustor.

5.5                     **Place of Business. **Trustor maintains a place of business, as set forth as theaddress of Trustor provided on the Addendum hereto, and Trustor willimmediately notify Beneficiary in writing of any change in its place ofbusiness.

5.6                     **Fixtures.**This Deed of Trust is also to berecorded as a “fixture filing” as defined in Uniform Commercial Code Section9102(a)(40) and covers goods that are or are to become fixtures.

6.                          **COVENANTS.**

6.1                     **Performance of Obligations.  **Trustor shall promptly pay whendue all sums

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secured hereby, together with any interest thereon,and shall perform and comply with in a timely manner all other obligationssecured by this Deed of Trust. All sums payable by Trustor hereunder shall bepaid without notice, demand, protest, setoff, deduction, defense, abatement ordeferment and all obligations and liabilities of Trustor hereunder shall not bereleased, discharged or otherwise affected by reason of any act, claim orcircumstance of any kind or nature, whether or not Trustor has notice orknowledge thereof.

6.2                     **Title.****     **Trustor warrants andrepresents that (a) Trustor lawfully holds and possesses the Property and hasthe right to encumber the same; (b) the persons executing this Deed of Trust onbehalf of Trustor have the full right, power and authority so to do on behalfof Trustor; (c) this Deed of Trust, as so executed and delivered, is a validand fully binding obligation of Trustor, enforceable in accordance with itsterms; and (d) Trustor, its authorized employees, agents and representatives,have all reviewed, approved, and been fully advised with respect to this Deedof Trust, the loan transaction evidenced by the Notes, and any other documentor instrument executed and delivered in connection therewith or as securitytherefor.

6.3                     **Taxes and Assessments.**

6.3.1            **Trustor’s Obligation for Payment of Taxes andAssessments. **Trustor shallpay or cause to be paid all Taxes and Assessments prior to delinquency. Trustorshall deliver promptly to Beneficiary receipts or other reasonable evidenceevidencing such payment (and such evidence shall be furnished by no later thanthe date that Taxes and Assessments would otherwise be delinquent), except tothe extent Beneficiary makes payments with deposits under Section 6.5.  Trustor shall not suffer, permit, initiate,or otherwise cause for any tax purpose, the joint assessment of the real propertydescribed in Exhibit “A” hereto and any personal property located thereon, orany other procedure whereby the lien of real property taxes and assessments andthe lien of personal property taxes shall be assessed, levied or chargedagainst such real property as a single lien. While any obligation or indebtedness secured by any Loan Document or thelien of this Deed of Trust remains outstanding on the Property, the Propertyshall be segregated on the applicable tax rolls from all other property, bothreal and personal.

6.3.2            **Effect of Change in Law.**If at any time anylaw is enacted which deducts from the value of real property, for taxationpurposes, any lien thereon, or changes in any way the laws now in force for thetaxation of deeds of trust or debts secured thereby, or the manner ofcollection of any such taxes so as to affect any interest of Beneficiary underthis Deed of Trust then Trustor shall pay such tax if it may lawfully do so. IfTrustor is not permitted by applicable law to pay such tax, or if such paymentwould violate any applicable law, then the whole of the principal sum securedby this Deed of Trust, together with accrued interest thereon, at the option ofBeneficiary, without demand or notice, shall immediately become due and payable.

6.4                     **Insurance.**For so long as this Deed ofTrust or the Notes is in effect, Trustor shall continuously maintain insurancein accordance with the following provisions:

6.4.1            **Required Coverage.**Trustor shall maintainor cause to be maintained insurance in such amounts and insuring against suchrisks as shall be required by Beneficiary from time to time, including thefollowing:

A.                     **All Risk.**All risk coverage insurance,including loss or damage by fire, lightning, windstorm, hail, explosion, riotattending a strike, civil commotions, aircraft, vehicles, smoke and other risksfrom time to time included under “all risks coverage” policies in an amountequal to one hundred percent (100%) of the full replacement value of allimprovements on the Property, with co-insurance clause, if any, only asacceptable to Beneficiary;

BENEFICIARY HAS AND HEREBY DISCLOSES TO TRUSTOR INWRITING THAT UNDER SECTION 2955.5 OF THE CALIFORNIA CIVIL CODE:

“NO LENDER SHALL REQUIRE A BORROWER, AS A CONDITION OFRECEIVING OR MAINTAINING A LOAN SECURED BY REAL PROPERTY, TO PROVIDE HAZARDINSURANCE COVERAGE AGAINST RISKS TO THE IMPROVEMENTS ON THAT

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REAL PROPERTY IN AN AMOUNT EXCEEDING THE REPLACEMENTVALUE OF THE IMPROVEMENTS ON THE PROPERTY.”

B.                        **Liability.**Commercial general liabilityinsurance with respect to the Property providing for limits of liability of notless than $10,000,000 for both injury to or death of a person and forproperty damage per occurrence, $10,000,000 in the aggregate, and (b)other liability insurance as reasonably required by Beneficiary.

C.                        **Flood.**Flood insurance in amount equal tothe lesser of (1) the amount required for one hundred percent (100%) of thefull replacement value of all improvements, with co-insurance clause if any,only as acceptable to Beneficiary, or (2) the maximum limit of coverageavailable with respect to the Property under the National Flood InsuranceProgram; ***providedthat such flood insurance shall not be required if Trustor shall provideBeneficiary with evidence satisfactory to Beneficiary that the Property is notsituated within an area identified by the Federal Emergency Management Agency (“FEMA”)(or any other appropriate governmental department, agency, bureau, board, orinstrumentality) as a**“specialflood hazard area”, and that no flood insurance is required on the Property byany regulations under which the Beneficiary is governed*;**

D.                       **Omitted;**

E.**                         MandatoryInsurance.**Workers’ compensation and all other insurance, if any, ofwhatsoever description and in such amounts as may be required by any ordinance,law or governmental regulation to be carried or maintained by Trustor or theowner of all or any part of the Property in connection with Trustor’s operationof the same or the use of the same by Trustor or any other person, partnership,corporation or entity, or in connection with the construction, demolition,maintenance or repair of the Property or any part thereof; and

F.                         **Other Insurance Coverages.**Such increasedamounts and additional insurance, and in such amounts, as may from time to timebe required by Beneficiary including boiler and machinery insurance,earthquake, terrorism and leasehold interest income insurance; provided,however, that earthquake and terrorism insurance shall not be required unlesseither (i) such insurance is required by any governmental entities orregulators of Beneficiary, or (ii) such insurance is being required by otherinstitutional lenders for comparable properties in the same general vicinity.

6.4.2            **General Requirements.**The policies ofinsurance to be maintained by Trustor under the provisions of this Deed ofTrust shall be issued by responsible insurance carriers with a Best’s rating ofno less than A/VII, licensed to do business in the State of California, who areacceptable to Beneficiary and shall be in such form and with such endorsements(including a mortgagee clause in favor of Beneficiary), waivers and deductibles(in no event to exceed $250,000) as Beneficiary shall designate or approve.Without limitation on the foregoing:

A.                      **Named Insureds.**All policies shall nameTrustor as the insured, and (with the exception of policies for workmen’scompensation insurance) shall name Beneficiary as mortgagee and as anadditional insured (under, if required in writing by Beneficiary, a standardnon-contributing mortgagee protection clause, in form satisfactory toBeneficiary, attached to such policy or policies whenever applicable, andproviding, among other matters, that all insurance proceeds shall be paid toBeneficiary).

B.                        **Required Provisions.**All policies shallcontain: (1) the agreement of the insurer to give Beneficiary at least 30 days’notice prior to cancellation or expiration of or change in such policies, orany of them; (2) a waiver of subrogation rights against Beneficiary and, ifavailable Trustor; (3) an agreement that such policies are primary and, ifrequired in writing by Beneficiary, non-contributing with any insurance thatmay be carried by Beneficiary; (4) a statement that the insurance shall not beinvalidated should any insured waive in writing prior to a loss any or allright of recovery against any party for loss accruing to the property describedin the insurance policy; and (5) if obtainable, a provision that no act oromission of Trustor shall affect or limit the obligation of the insurancecarrier to pay the amount of any loss sustained. As of the date hereof, andsubject to any changes in such requirements which Beneficiary may, in itsdiscretion, make from

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time to time pursuant to its rights under this Section6.4, each policy of property insurance hereunder shall contain a lender’sLoss Payable endorsement (Form 438 B.F.U.), Mortgagee Clause (Form 127B), orother non-contributory mortgagee clause of similar form and substanceacceptable to Beneficiary in favor of Beneficiary as a first mortgagee.

6.4.3            **Delivery of Policies and Renewals.**Concurrentlyherewith, Trustor shall deliver to Beneficiary original policies orcertificates with premiums prepaid evidencing the insurance required hereunder.Trustor shall procure and pay for renewals of such insurance (or shall causethe procurement and payment) from time to time before the expiration thereof,and Trustor shall deliver to Beneficiary such original renewal policies orcertificates with premiums prepaid at least 10 days after the expiration of anyexisting policy.

6.4.4            **Adjustment and Distribution of Casualty InsuranceProceeds.**Trustor shall cause any insurance policy in respect ofloss or damage to the Property to provide that any loss (a) shall be adjustedby Trustor and Beneficiary, and (b) except as provided for herein, shall bepaid to Beneficiary.

6.4.5            **Release.**Trustor, for itself, and on behalfof its insurers, hereby releases and waives any right to recover againstBeneficiary or Trustee on any liability for: damages for injury to or death ofpersons; any loss or damage to property, including the property of any occupantof the Property; any loss or damage to buildings or other improvementscomprising the Property; any other direct or indirect loss or damage caused byfire or other risks, which loss or damage is or would be covered by theinsurance required to be carried hereunder by Trustor, or is otherwise insured;or claims arising by reason of any of the foregoing, except to the extentcaused solely by the active negligence of Beneficiary or Trustee, respectively.

6.4.6            **Miscellaneous.**Neither Beneficiary norTrustee shall, by reason of accepting, rejecting, obtaining or failing toobtain insurance, incur any liability for (a) the existence, non-existence,form, amount or legal sufficiency thereof, (b) the solvency or insolvency ofany insurer, or (c) the payment of losses. All insurance required hereunder orcarried by Trustor shall be procured at Trustor’s sole cost and expense.Trustor shall deliver to Beneficiary receipts satisfactory to Beneficiaryevidencing full prepayment of the premiums therefor, except to the extentBeneficiary makes payments with Trustor’s deposits under Section 6.5(for the periods and payments so covered by such payments). In the event offoreclosure on, or other transfer of title in lieu of foreclosure of, theProperty, all of Trustor’s interest in and to any and all insurance policies inforce shall pass to Beneficiary, or the transferee or purchaser as the case maybe, and Beneficiary is hereby irrevocably authorized to assign in Trustor’sname to such purchaser or transferee all such policies, which may be amended orrewritten to show the interest of such purchaser or transferee.

6.5                     **Impound Account.**Trustor shall pay toBeneficiary each month (on the first day thereof, together with the principaland interest payments under the Notes) an amount estimated by Beneficiary to beequal to (a) the Taxes and Assessments payable under Section 6.3, and(b) premiums next due for all insurance carried under Section 6.4, eachsuch estimate divided by the number of months to lapse preceding the month inwhich it will become due and Trustor irrevocably grants and assigns toBeneficiary a security interest in and to the amounts, if any, so paid byTrustor. Trustor acknowledges that an initial deposit may be made pursuant tothe terms of the Loan Agreement. Such funds shall not be claimed to be held intrust and no sums so paid shall bear interest, except to the extent of theminimum amount of interest, if any, required by law; and Beneficiary shall,unless Trustor has committed an Event of Default, apply such funds to, or (atthe sole option of Beneficiary) release such funds to Trustor for, payment ofsuch Taxes and Assessments and premiums. If Trustor has committed an Event ofDefault, Beneficiary may, in its sole discretion, apply all or any part of suchsums in order of priority as Beneficiary may determine to any indebtednesssecured by this Deed of Trust. Trustor shall restore all of the amounts soapplied, as well as correct the other events or conditions constituting theEvent of Default not corrected by such application. If the total amountretained in the impound account exceeds the amount of payments actually appliedby Beneficiary as set forth above, such excess may be credited by Beneficiaryon subsequent payments to be made by Trustor hereunder or, at the option ofBeneficiary, refunded to Trustor; but if the security account shall not besufficient to pay the sums required at least thirty (30) days before the sameare due and payable, Trustor shall immediately deposit with Beneficiary thefull amount of any such deficiency. Upon repayment of

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the amounts evidenced by the Notes and the satisfaction of all otherobligations of Trustor secured hereby, any remaining funds held under thisparagraph shall be released to Trustor.

6.6                     **Liens and Encumbrances.**Except as isspecifically permitted by this Deed of Trust, Trustor shall not cause, sufferor create any liens or encumbrances upon the Property; and Trustor shall pay,or cause to be paid, at or prior to maturity, all obligations secured by orreducible to liens and encumbrances which now or hereafter shall encumber theProperty, whether senior or subordinate hereto, including all claims for workor labor performed, or materials or supplies furnished in connection with anywork of improvement upon the Property. Notwithstanding the preceding sentence,Trustor may contest any such claim of lien without cost or expense to Trusteeor Beneficiary, but only upon posting, and concurrently supplying toBeneficiary a certified copy of a statutory bond or other security sufficientunder applicable law fully to protect any and all of the Property encumbered bysuch claim of lien and otherwise sufficient in Beneficiary’s sole opinion toprotect Trustee and Beneficiary against any judgment in favor of the lienclaimant. If Beneficiary is made a party to any litigation concerning this Deedof Trust, or the Property or any part thereof or interest therein, or theoccupancy thereof by any person or entity, then Trustor shall indemnify, defendand hold Beneficiary harmless from all claims and liability by reason of suchlitigation, including attorneys’ fees and expenses incurred by Beneficiarywhether or not any such litigation is prosecuted to judgment. Any lien orencumbrance hereunder shall be paid or fully discharged by Trustor, within five(5) days after demand by Beneficiary.

6.7                     **Disposition of Insurance and Condemnation Proceeds andDamages.**

6.7.1            **Beneficiary’s Rights in Proceeds and Damages.**Trustorhereby assigns to Beneficiary (a) any award for damages suffered orcompensation paid by reason of a taking for public use, or an action in eminentdomain, or the exercise of the police power, whether by a condemnation proceedingor otherwise (such as by inverse condemnation), or any transfer of all or anypart of the Property in avoidance thereof, affecting the Property, (b) allproceeds of any insurance policies paid by reason of loss sustained to theProperty, and (c) all claims, damages, causes of action, against or from anyparty or parties, with respect to the Property, or any funds received orreceivable in connection with any damage to the Property, incurred as a resultof any cause whatsoever. All proceeds of any such claims shall be paid by theperson or entity making payment directly to Beneficiary and Trustor shall doall things necessary to obtain prompt settlement for each loss or claim coveredby a policy of insurance. After first deducting all costs and expenses ofBeneficiary incurred in connection with the settlement or recovery of anyproceeds hereunder, Beneficiary may, at its option and without regard to theadequacy of the security hereunder, except as otherwise provided in Section6.7.2, apply any such sum it retains hereunder to any indebtedness orobligation secured hereby whether due or not, and in such order or priority asBeneficiary may determine; however, after deducting its costs and expensesBeneficiary may, at the sole discretion of Beneficiary and regardless of anyimpairment of security or lack thereof, except as otherwise provided in Section6.7.2, release to Trustor all or any part of the entire amount so collectedfor reimbursement for costs and expenses incurred by Trustor for the repair andrestoration of the affected Property upon any conditions Beneficiary chooses.Application of all or any portion of such funds, or the release thereof, shallnot cure or waive any Event of Default or notice of an Event of Default orinvalidate any acts done pursuant to such notice. Trustor shall execute suchfurther assignments, documents or instruments as Beneficiary may from time totime require in order to evidence the assignment hereunder. If, on any loss ofor damage to the Property or on a partial taking or condemnation of theProperty, Beneficiary is not entitled under law to retain the entirety of anyproceeds or award pursuant to this Section 6.7, then Beneficiary shallbe entitled to apply the proceeds or award to the repayment of the Notes andany other indebtedness secured by any Loan Document to the extent necessary inBeneficiary’s judgment to reduce the Notes balance and such other indebtednessby the ratio which the value of the Property remaining encumbered hereby bearsto the value of the Property encumbered hereby immediately prior to such loss,damage or partial condemnation or taking, as determined by Beneficiary’sappraiser retained for such purpose. In the event any insurance proceeds orcondemnation awards are applied by Beneficiary against the Notes under this Section6.7.1, no prepayment premium shall apply.

6.7.2            **Use of Insurance Proceeds to Repair Property.**

(a)                       In theevent of damage to or destruction of the Property from

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any cause actually covered under insurance maintainedby Trustor hereunder, then Beneficiary shall make available to Trustor the netinsurance proceeds available as a result of such damage or destruction (afterdeducting costs and expenses incurred by Beneficiary in connection with thesettlement or recovery of any proceeds as provided in Section 6.7.1) foruse by Trustor, in the reconstruction and repair of the damaged improvements tothe condition approved by Beneficiary, on the terms and conditions hereinafterset forth. In the event any of the conditions to Trustor’s right to utilize thenet proceeds set forth in Section 6.7.2(b) below are not satisfied or fulfilledat any time, then such net proceeds shall be applied as provided in Section6.7.1.

(b)                      Such netproceeds shall be made available hereunder only if: (a) no default or an Eventof Default occurs; (b) the Loan is not impaired as a consequence of thecasualty; (c) Beneficiary has reviewed and approved in Trustor’s plans andspecifications for the work of repair and restoration, Trustor’s architect andany general contractors, subcontractors and material suppliers employed toperform such work; (d) if so required by Beneficiary in its discretion, allgeneral contractors, all major subcontractors and material suppliers havesupplied 100% performance and completion bonds and bonds protecting theProperty from the imposition of mechanic’s or other liens; (e) if the netinsurance proceeds or condemnation proceeds available are insufficient forpayment of the full cost of restoration or repair and the payments under theNotes during the completion period (and re-leasing period, if any), asestimated by Beneficiary, Trustor has deposited with Beneficiary sufficientadditional funds to insure payment of all such costs, or made arrangementsacceptable to Beneficiary for such sufficient additional funds, such additionalfunds to be disbursed for costs incurred in the manner herein specified priorto the disbursement of any other funds held by Beneficiary; and (f) Trustorshall have satisfied such other conditions as Beneficiary may in good faithdetermine to be appropriate. Disbursement of funds by Beneficiary hereundershall be subject to all of Beneficiary’s then customary construction loandisbursement procedures.

(c)                       Funds heldby Beneficiary hereunder shall bear interest; and Beneficiary shall have noother duties or obligations with respect thereto, or with respect to theprovisions of this Section 6.7.2, other than that of a constructionlender; and the reasonable costs and expenses of Beneficiary incurred inconnection therewith (including the fees of a construction consultant anddisbursing agent) shall be paid by Trustor (and Beneficiary shall be entitledto pay such costs and expenses out of the insurance proceeds held byBeneficiary). Specifically, but without limiting the generality of theforegoing, no relationship of trust, or any other duty in the nature offiduciary duties or otherwise, shall be imposed or implied by the status oractions of Beneficiary hereunder; and under no circumstances shall Beneficiary becomeobligated to take any action to repair or reconstruct any damaged or destroyedProperty. Any net proceeds not disbursed under this Section 6.7.2 shallbe disbursed in accordance with Section 6.7.1.

6.7.3            **Waiver of Allocation Rights.**Withoutlimitation of the foregoing, Trustor hereby specifically, unconditionally andirrevocably waives all rights of a property owner granted under California Codeof Civil Procedure Section 1265.225(a), which provides for allocation ofcondemnation proceeds between a property owner and a lienholder, and any otherlaw or successor statute of similar import.

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6.8                     **Maintenance and Preservationof the Property.**

6.8.1            **Trustor’s Obligation for Maintenance of Property andSecurity.**Trustor shall: (a)keep the Property in good condition and repair and replace any items comprisingthe Property as they become obsolete or worn out with items of at least thesame utility, quality and value, free of any liens or security interests of anykind or character other than the lien of the Loan Documents; (b) not remove ordemolish the Property; (c) restore promptly and in good and workmanlike mannerany part of the Property which may be damaged or destroyed; (d) comply with andnot suffer violations of laws, ordinances, regulations, covenants, conditions,restrictions, equitable servitudes and easements, whether public or private, ofevery kind and character, and requirements of insurance companies and anybureau or agency which establishes standards of insurability (**“Requirements”**);(e) not commit or permit waste of the Property; (f) do all other acts whichfrom the character or use of the Property may be reasonably necessary tomaintain and preserve its value or to protect the security hereof; (g) performand comply with all obligations required to be performed or complied with inleases, licenses, concessions, management agreements, or like agreementsaffecting the Property or the management, operation, occupation or use thereof;(h) pay any and all charges, assessments or fees imposed in connection with thedelivery, installation or maintenance of any utility services or installationson, to or for the Property; (i) not change the character, the nature of theoccupancy or use of the Property, or any portion thereof; (j) not drill for orextract, or enter into a lease or any other type of agreement for the drillingfor or extraction of, oil, gas or other hydrocarbon substances, or any mineralof any kind, on, in or under the Property; (k) make no assignment of rents ofthe Property except to Beneficiary; and (l) execute and, where appropriate,acknowledge and deliver, such further documents or instruments as Beneficiaryor Trustee deems necessary or appropriate to preserve, continue and perfect thesecurity provided for herein.

6.8.2            **Beneficiary’s Approval Rights for Work.**Trustor shall not undertake or suffer to bemade any alteration, addition, relocation, removal or demolition of, orstructural or other material change in, any building, improvement, fixture,machinery, or equipment comprising the Property, without the prior writtenapproval of Beneficiary, unless (a) the aggregate cost of such work does notexceed $500,000, (b) such work does not affect the roof or the structure of thebuilding and improvements comprising the Property, or adversely affect ordiminish the value of the Property or arise as a result of any damage ordestruction, and (c) such work is designed by licensed professionals (to theextent that design services are or are customarily obtained for such work) andis constructed by licensed contractors, all qualified for such purpose, and inaccordance with all applicable laws, ordinances, regulations, permits andapprovals. The foregoing shall not limit Trustor’s obligations under Section6.8.1 and accordingly, Trustor shall immediately seek any consent requiredunder this Section 6.8.2 in connection with its obligations under Section6.8.1.

6.8.3            **Compliance with Laws.**Trustor warrants and represents to Beneficiary that Trustor and theProperty currently comply, and will in the future comply, fully with allapplicable laws, ordinances and regulations, and all permits and approvalsissued thereunder, affecting Trustor’s right and qualification to do business,the construction and installation of the improvements located or to be locatedupon the Property, the operation, leasing, financing or sale of the Propertyand the occupancy, use and enjoyment thereof. Without limitation on theforegoing, Trustor represents and warrants to Beneficiary that it has compliedwith and shall continue to comply with all applicable laws relating toaccessibility for the handicapped, including The Architectural Barriers Act of1968, The Rehabilitation Act of 1973, The Fair Housing Act of 1988 and TheAmericans With Disabilities Act of 1990. Without the prior written consent ofBeneficiary, Trustor shall not seek, make or consent to any change in the lotor parcel boundaries, zoning, conditions of use, or any other applicable landuse laws, ordinances, regulations, permits, approvals or licenses pertaining tothe Property, or which would constitute a violation of the warranties andrepresentations herein contained, or would change the nature of the use oroccupancy of the Property. Trustor shall within ten (10) days after receiptthereof by Trustor, or its agent or representative, deliver to Beneficiarycopies of any and all approvals, permits and licenses procured by Trustor withrespect to the Property, construction and installation of improvements thereon,or the occupancy, use and enjoyment thereof, pursuant to applicable laws,ordinances, or regulations.

6.9                     **Defense and Notice ofActions.**Trustor shall,without liability, cost or expense to Beneficiary or Trustee, protect, preserveand defend title to the Property, the security hereof and the rights or

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powers of Beneficiary orTrustee hereunder, against all adverse claimants to title, or any possessory ornon-possessory interest in the Property. Trustor shall give Beneficiary andTrustee prompt written notice of the filing or occurrence of any such event,action or proceeding, including fire or other casualty causing damage to theProperty; notice of condemnation or other taking of the Property; notice fromany governmental agency relating to the Property of any violation of law; achange in the nature of the occupancy or use of the Property; or thecommencement of any litigation affecting the Property or the title thereto.

6.10               **Collection of Rents, Issues and Profits; Approval of Leases.**

6.10.1      **Trustor’s Authority to Collect and Retain Rents.**Beneficiary confers upon Trustor the licenseto collect and retain the rents, issues and profits of the Property as theybecome due and payable, subject, however, to the right of Beneficiary to revokesuch license at any time following the occurrence of an Event of Default in itssole discretion and without notice to Trustor. Beneficiary shall have theabsolute right to revoke such authority and collect and retain the rents,issues and profits assigned herein, without taking possession of all or anypart of the Property. The right to collect rents and profits herein providedshall not grant to Beneficiary or Trustee the right to possession, except asexpressly herein provided; nor shall such right impose upon Beneficiary orTrustee the duty to produce rents or profits or maintain the Property in wholeor in part. Possession of the Property by a receiver appointed by a court ofcompetent jurisdiction shall not be considered possession of the Property byBeneficiary or Trustee for purposes hereof. Following the occurrence of anEvent of Default, Beneficiary may apply, in its sole discretion and in anyorder of priority, any rents, issues and profits collected against the costs ofcollection and any indebtedness secured by or obligations of Trustor arisingunder the Loan Documents. Collection of any rents, issues and profits byBeneficiary shall not cure or waive any Event of Default or notice of Event ofDefault, or invalidate any acts done pursuant to such notice.

6.10.2      **Trustor’s Authority to Enter into Leases.**Trustor shall not enter into any lease of theProperty, or any portion thereof, without Beneficiary’s prior written consentin its sole discretion, or modify or amend or supplement any such lease withoutthe prior written consent of Beneficiary in its sole discretion unless suchleases are to parties that are not affiliates of Trustor and are for space inthe buildings located at 2240 & 2270 Agnew Road (all such leases of whichshall be subordinate to Beneficiary; provided, however, that the tenantsthereunder shall execute any reasonable form of subordination, nondisturbanceand attornment agreement required by Beneficiary). Trustor shall, on demand,execute such further assignments to Beneficiary of any or all leases,agreements, rents, issues or profits of the Property as Beneficiary mayrequire. Upon request of Beneficiary, Trustor shall promptly deliver toBeneficiary a copy of the fully executed original of any or all leases oragreements entered into hereunder. All leases of the Property shall besubordinate to this Deed of Trust unless Beneficiary elects in writing, at itssole option, to subordinate this Deed of Trust to a particular lease or leases;and all such leases shall provide, in a manner approved by Beneficiary, thatthe tenant thereunder shall recognize as its lessor and attorn to any personsucceeding to the interest of Trustor upon foreclosure of this Deed of Trust(or deed in lieu thereof).

6.11               **Right of Inspection.**Beneficiary, its agents or employees, may enter the Property at any timefor the purpose of inspecting the Property or ascertaining Trustor’s compliancewith the terms of any Loan Document.

6.12               **Intentionally omitted.**

6.13**              ****Acceptance of Trust.**Trustee accepts this trust when this Deed ofTrust, duly executed and acknowledged, becomes a public record as provided bylaw. Trustee shall not be obligated to perform any act required of it hereunderunless the performance of such act is requested in writing and Trustee isreasonably indemnified against loss, cost, liability and expense.

6.14               **Powers of Trustee; Indemnity.**From time to time upon written request ofBeneficiary and presentation of this Deed of Trust for endorsement, and withoutaffecting the liability of any person or entity for payment of any indebtednessor performance of obligations secured hereby, Trustee may, without liabilitytherefor and without notice: reconvey all or any part of the Property; consentto the making of any map or plat thereof; join in granting any easementthereon; join in any declaration of covenants

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and restrictions; or join in any extension agreementor any agreement subordinating the lien or charge hereof. Trustee (orBeneficiary) may from time to time apply in any Court of competent jurisdictionfor aid and direction in the execution of the trusts and the enforcement of therights and remedies available hereunder, and Trustee (or Beneficiary) mayobtain orders or decrees directing, confirming or approving acts in theexecution of such trusts and the enforcement of such remedies. All costs andexpenses of any such proceeding (including attorneys’ fees and costs) shall beborne by Trustor. Trustee shall not be obligated to notify any party of anypending sale of the Property, or any portion thereof, under any other deed oftrust or otherwise, or of any action or proceeding in which Trustor,Beneficiary or Trustee shall be a party, unless Trustee brings such action orunless held or commenced and maintained by Trustee under this Deed of Trust.Trustor shall pay to Trustee reasonable compensation and reimbursement for allservices and expenses in the administration of the trusts created hereunder,including attorneys’ fees and costs. Trustor shall indemnify, defend and holdTrustee and Beneficiary, and each of them, harmless against any and all losses,claims, demands, liabilities, costs or expenses (including attorneys’ fees andcosts) which either may incur, in the execution of the trusts createdhereunder, or in the performance of any act or obligation required or permittedhereunder or by law or otherwise arising out of or in connection with the Notesor any other Loan Document, except to the extent any of the foregoing resultsfrom the sole gross negligence or willful misconduct of a party indemnifiedhereunder, in which event the foregoing indemnity shall not extend (to suchextent) to such indemnified party with respect to such negligence ormisconduct, but shall continue in full force and effect and benefit the otherindemnified party hereunder.

6.15               **Substitution of Trustee.**From time to time,by an instrument signed and acknowledged by Beneficiary, referring to this Deedof Trust filed for record as required by law, Beneficiary may appoint anothertrustee to act in the place and stead of Trustee. The recordation of suchinstrument shall discharge Trustee herein named and shall appoint the newtrustee as the Trustee hereunder. An instrument so recorded shall be conclusiveproof of the proper substitution of such new trustee, who shall then have allthe title, powers, duties and rights of Trustee hereunder, without necessity ofany conveyance from such predecessor, with the same effect as if originallynamed Trustee herein.

6.16               **Acceleration Upon Sale or Further Encumbrance.**

6.16.1  **Obligations of Trustor Regarding Transfers.**Bydelivery of this Deed of Trust, Trustor acknowledges that the financialstanding and managerial and operational ability of Trustor are substantial andmaterial considerations to Beneficiary in its agreement to make the loanevidenced by the Notes and that any encumbrance or transfer of an interest inthe Property will materially impair Beneficiary’s reasonable securityhereunder. In order to induce Beneficiary to make the loan evidenced by theNotes secured hereby, Trustor agrees Trustor shall not effect a Transfer,either directly or indirectly, or by operation of law, without in each instancefirst obtaining Beneficiary’s prior written consent, which consent may bewithheld for any reason, or given upon such terms and conditions as Beneficiarydeems necessary or appropriate, all within Beneficiary’s sole discretion, tothe extent permitted by applicable law. Upon any Transfer made in violation ofthis Section 6.16.1, Beneficiary shall have the absolute right in itssole discretion, without demand or notice, to declare all sums, indebtednessand obligations secured hereby to be immediately due and payable (including theprepayment premium set forth in the Notes, if any), except to the extent thatand in such particular circumstances where exercise of such right byBeneficiary is prohibited by law. Any Transfer effected pursuant to a consentor waiver by Beneficiary shall be subject to this Deed of Trust, and any suchdirect transferee shall, as a condition of the effectiveness of any suchconsent or waiver and as a covenant of Trustor and such transferee, and in formand substance prescribed by Beneficiary, assume all obligations hereunder andagree to be bound by all provisions contained herein (and, without limitation,such assumption shall contain an express acknowledgment of the prepaymentprovisions of the Notes and their application if there is an acceleration ofthe Notes by reason of a Transfer or otherwise, which acknowledgment shall beseparately initialed by the transferee). Such assumption shall not, however,release Trustor or any maker or guarantor of the Notes from any liabilitythereunder. Except as herein provided, any transaction or event of any kindeffecting a Transfer or further encumbering the Property, or changing theidentity of the parties primarily liable for performance of Trustor’s covenantsunder this Deed of Trust except as permitted herein, shall constitute animpairment of Beneficiary’s reasonable security interests under this Deed ofTrust. Notwithstanding the above provisions of this Section 6.16.1, thetrading of any shares of stock of Trustor that are publicly traded on anational securities exchange shall not violate the

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provisions of this paragraph provided that no suchtrade (or series of trades) causes a “Change of Control” (as defined in theLoan Agreement) in Trustor.

6.16.2  **Deed of Trust Provisions Control Over OtherInstruments.**The provisions of this Section 6.16 shallprevail notwithstanding any contrary provisions in the Notes or any otherinstrument which evidences or secures obligations hereby secured. Trustor shallnotify Beneficiary promptly in writing of, but in any event not later thanthirty (30) days prior to, any transaction or event which may give rise to aright of acceleration under this Section 6.16.

6.17               **Reconveyance.**Upon Beneficiary’s writtenrequest, and upon surrender to Trustee for cancellation of this Deed of Trustand the Notes or instruments setting forth all obligations secured hereby,Trustee shall reconvey, without warranty, the Property, or that portion thereofthen held hereunder. The recitals of any matters or facts in any reconveyanceexecuted hereunder shall be conclusive proof of the truthfulness thereof. Tothe extent permitted by law, the reconveyance may describe the grantee as “theperson or persons legally entitled thereto.” Neither Beneficiary nor Trusteeshall have any duty to determine the rights of persons claiming to be rightfulgrantees of any reconveyance. When the Property has been fully reconveyed, thelast such reconveyance shall operate as a reassignment of all future rents,issues and profits of the Property to the person or persons legally entitledthereto, unless such reconveyance expressly provides to the contrary.

6.18               **Defense and Indemnity Rights.**Whenever,under any Loan Document, Trustor is obligated to indemnify or defendBeneficiary or Trustee, or defend or prosecute any action or proceeding, thenBeneficiary and Trustee, and each of them, shall have the right of fullparticipation in any such action or proceeding, with counsel of Beneficiary’schoice, and all costs and expenses incurred by Beneficiary or Trustee inconnection with such participation (including reasonable attorneys’ fees andcosts) shall be reimbursed by Trustor to Beneficiary or Trustee immediatelyupon demand. Trustor shall give notice to Beneficiary and Trustee of theinitiation of all proceedings prosecuted or required to be defended by Trustor,or which are subject to Trustor’s indemnity obligations under any Loan Documentpromptly after the receipt by Trustor of notice of the existence of any suchproceeding. All costs or expenses required to be reimbursed by Trustor toBeneficiary hereunder shall, if not paid when due as herein specified, bearinterest at the interest rate of the Notes or at the Past Due Rate if suchNotes contains a Past Due Rate, until paid by Trustor. As used herein, “proceeding”shall include litigation, arbitration and administrative hearings orproceedings.

6.19               **Destruction of Notes.**Trustor shall, ifeither of the Notes is mutilated or destroyed by any cause whatsoever, orotherwise lost or stolen and regardless of whether due to the act or neglect ofBeneficiary or Trustee, execute and deliver to Beneficiary in substitutiontherefor a duplicate promissory note within ten (10) days after Beneficiarynotifies Trustor of any such mutilation, destruction, loss or theft of suchNote. Any such new promissory note shall be in full substitution for that Note,shall not constitute any new or additional indebtedness of Trustor toBeneficiary, shall constitute solely a substitute evidence of the indebtednessevidenced by the original Note, and shall not affect in any manner the priorityof any Loan Document.

6.20               **Provisions Relating to Hazardous Materials.**

6.20.1  Exceptfor matters disclosed in any environmental reports delivered by Trustor toBeneficiary, Trustor represents and warrants that: (a) to the best of Trustor’sknowledge, the Property complies with all Hazardous Materials Law as to use andconditions on, under or about the Property including soil and groundwatercondition; (b) neither Trustor nor, to the best of Trustor’s knowledge, anyother person, has used, generated, manufactured, stored or disposed of on,under or about the Property or transported to or from the Property anyHazardous Materials; and (c) to the best knowledge of Trustor, there are noHazardous Materials in, attributable to or affecting the Property in violationof applicable law (including Hazardous Materials Laws), including from thepresence of lead based paint at the Property. Without limitation on theforegoing, to the best knowledge of Trustor: (i) the primary potable ordrinking water source and groundwater has never been known to exceed the EPARecommended Maximum Contaminant Level Goals set forth under the Safe DrinkingWater Act, and Clean Water Act, as amended; (ii) there is not and has

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never been landfill containing decomposable material,petroleum wells, mineral bearing mines, sewage treatment facilities,underground storage tanks, sinkholes, radon or other toxic emissions within theProperty, and (iii) no electrical transformers, fluorescent light fixtures withballasts or other equipment containing polychlorinated biphenyls (PCBs) havebeen located on the Property at any time.

6.20.2  Trustorcovenants and agrees that Trustor shall not cause or permit the presence, use,generation, manufacture, release, discharge, storage or disposal of anyHazardous Materials on, under, in or about the Property, or the transportationof any Hazardous Materials to or from the Property in violation of applicablelaw (including Hazardous Materials Laws). Without limitation, Trustor shallcause the Property to be in compliance with all Hazardous Materials Laws,including those Hazardous Materials Laws relating to lead based paint. Trustorshall immediately notify Beneficiary in writing of: (a) any enforcement,cleanup, removal or other governmental or regulatory action instituted,completed or threatened in connection with any Hazardous Materials; (b) anyclaim made or threatened by any third party against Trustor or the Propertyrelating to damage, contribution, cost recovery, compensation, loss or injuryto persons or property resulting from any Hazardous Materials located on, underor at the Property; and (c) Trustor’s discovery of any occurrence or conditionon any real property adjoining or in the vicinity of the Property that couldcause all or any portion of the Property to be classified as “border-zoneproperty” under the provisions of the California Health and Safety Code or anyregulation adopted in accordance therewith, or to be otherwise subject to anyrestrictions on the ownership, occupancy, transferability or use of theProperty under Hazardous Materials Law. Without Beneficiary’s prior writtenconsent, Trustor shall not take any remedial action in response to the presenceof any Hazardous Materials on, in, under or about the Property, nor enter intoany settlement agreement, consent decree or other compromise in respect to anyHazardous Materials (except that in the case of an emergency, Trustor shalltake such action as may be reasonably required under the circumstances andshall immediately notify Beneficiary in writing of any such action taken).

6.20.3  Trustorshall indemnify, defend and hold Beneficiary, its employees, agents, officersand directors, harmless from and against any claim, action, suit, proceeding,loss, cost, damage, liability, deficiency, fine, penalty, punitive damage orexpense (including attorneys’, experts’ and consultant fees), directly orindirectly resulting from, arising out of, or based upon (a) the presence,release, use, manufacture, generation, discharge, storage or disposal of anyHazardous Materials on, under, in or about, or the transportation of any suchmaterials to or from, the Property, or (b) the violation, or alleged violation,of any Hazardous Materials Law affecting the Property, or the transportation ofHazardous Materials to or from the Property. This indemnity shall (i) includeany damage, liability, fine, penalty, punitive damage, cost or expense arisingfrom or out of any claim, action, suit or proceeding for personal injury(including sickness, disease or death), tangible or intangible property damage,compensation for lost wages, business income, profits or other economic loss,damage to the natural resources or the environment, nuisance, pollution,contamination, leak, spill, release or other adverse effect on the environment,and the cost of any required or necessary repair, cleanup, treatment ordetoxification of the Property, and the preparation and implementation of anyclosure, disposal, remedial or other required actions in connection with theProperty, and (ii) survive foreclosure (whether judicial or nonjudicial) ofthis Deed of Trust and the full or partial payment or discharge of all indebtednesssecured hereby except to the extent that the liability relates to conditionsarising after foreclosure. Notwithstanding Section 2941 of the California CivilCode, Trustor hereby waives its rights to any damages resulting from a delayedreconveyance of this Deed of Trust pending the identification and liquidationof Trustor’s liabilities under this Section. Trustor hereby waives any defensesor limits to the foregoing indemnification of Beneficiary that would otherwisebe available to Trustor under California Code of Civil Procedure Section736(b)(3).

6.20.4  Atany time during the term of this Deed of Trust, Beneficiary shall have theright, on seventy-two (72) hours prior written notice to Trustor, at Trustor’sexpense, to enter the Property and to conduct such tests and investigations asBeneficiary requires, in the event that Beneficiary has a good faith beliefthat such tests or investigations are required or advisable, or at any timefollowing an Event of Default, to determine whether any Hazardous Materials arepresent in, under, on or about the Property. Such tests and investigation shallinclude underground borings, ground water analyses and borings from the floors,ceilings and walls of any improvements located on the Property. Without limitationon any other terms provided herein, Trustor shall, at Trustor’s sole cost andexpense, implement any and all operations and maintenance plans recommended forasbestos or other matters relating to Hazardous Materials

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recommended in any environmental report and shall complete all surveysand/or questionaires in connection therewith.

6.20.5      **“HazardousMaterials Law”**,****forpurposes of this Section 6.20, means any federal, state, or local law,ordinance or regulation or any rule adopted or guideline promulgated pursuantthereto, or any order, ruling or directive of any federal, state, local,executive, judicial, legislative, administrative or other governmental orpublic agency, board, body or authority relating to health, industrial hygiene,the environment, or the occupational or environmental conditions on, under orabout the Property (including ambient air, soil, soil vapor, groundwater,surface water or land use), whether now or hereafter in force, including thoserelating to the release, emission or discharge of Hazardous Materials, those inconnection with the construction, fuel supply, power generation andtransmission, waste disposal or any other operations or processes relating tothe Property. “Hazardous Materials Law” shall include the ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, the HazardousMaterials Transportation Act, the Resource Conservation and Recovery Act, theSolid Waste Disposal Act, the Clean Water Act, the Clean Air Act, and theCarpenter-Presley-Tanner Hazardous Substance Account Act and the CaliforniaHealth and Safety Code, as the same are now or hereafter amended.

**“Hazardous Materials”**,for purposes of this Section 6.20, means any chemical, substance,object, condition, material or waste that is or may be hazardous to humanhealth or safety or to the environment, due to its radioactivity, ignitability,corrosivity, flammability, reproductive toxicity, infectiousness or otherharmful properties or effects, including all chemicals, substances, materialsand wastes that are now or hereafter may be regulated in any manner, classifiedas dangerous, hazardous or toxic, or as pollutants or contaminants, or to whichexposure is prohibited or restricted by any federal, state or local governmentor public agency, board, body or authority or by any Hazardous Material Law. “HazardousMaterials” include flammable explosives, radioactive materials, polychlorinatedbiphenyls, asbestos, hazardous waste, radon, toxic substances or other relatedmaterials whether in the form of a chemical, element, compound, solution,mixture or otherwise, including those materials defined as “hazardoussubstances”, “hazardous materials”, “toxic substances”, “air pollutants”, “toxicpollutants”, “hazardous wastes”, “extremely hazardous waste” or “restrictedhazardous waste” by any Hazardous Materials Law.

6.20.6      Nothing herein shall be construed for purposes ofany Hazardous Materials Law as devolving control of the Property or imposingowner or operator status on the Trustee or Beneficiary.

6.20.7      Notwithstanding anything to the contrarycontained in the Notes, this Deed of Trust or any Loan Document, and withoutlimitation on any other rights and remedies of Beneficiary, Beneficiary shallhave each and all of the rights and remedies under California Civil CodeSection 2929.5 and California Code of Civil Procedure Sections 564, 726.5 and736.

6.21         **Default Provisions.**

6.21.1      **Rights andRemedies.**At any time after the occurrence of an Event of Default,Beneficiary and Trustee and each of them shall have each and all of thefollowing rights and remedies:

(a)           **Immediate Payment of Obligations.**With orwithout notice, to declare all obligations secured by any Loan Documentimmediately due and payable.

(b)           **Cure Default.**With or without notice, andwithout releasing Trustor from any obligation hereunder, to cure any default ofTrustor and, in connection therewith, to enter upon the Property in person, orby an agent or employee, or by a receiver appointed by a court of competentjurisdiction, and to do such acts and things as Beneficiary or Trustee may deemnecessary or desirable to protect the security hereof.

(c)           **Judicial Proceedings.**To commence andmaintain an action or actions in any court of competent jurisdiction toforeclose this Deed of Trust as a mortgage, or without regard to the adequacyof any security for the indebtedness secured hereby, to obtain specificenforcement of the covenants of Trustor hereunder, for an injunction againstany violation of this Deed of Trust, the appointment of a receiver, or for

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such other equitable relief as may be appropriate, in addition to anyother remedies Beneficiary may otherwise have.

(d)           **Manage and Operate Property.**To enter upon,possess, manage and operate the Property, or any part thereof, either inperson, or by an agent or employee, or by a receiver appointed by a court ofcompetent jurisdiction; to make, terminate, enforce or modify leases of theProperty upon such terms and conditions as Beneficiary deems necessary orproper and to act in any manner which Beneficiary or Trustee may deem necessaryor desirable in connection therewith; and to make repairs, alterations andimprovements to the Property necessary, in Trustee’s or Beneficiary’s judgment,to protect or enhance the security hereof. All sums realized by Beneficiaryunder this Section 6.21.1(d), less all costs and expenses incurred by ithereunder, including attorneys’ fees and costs actually incurred, shall beapplied on any indebtedness secured hereby in such order of priority asBeneficiary shall determine. Neither application of such sums to suchindebtedness, nor any other action taken by Beneficiary under this Section6.21.1(d), shall cure or waive any Event of Default or notice of Event ofDefault or nullify the effect of any such notice.

(e)           **Elect to Sell Property.**To execute awritten notice of such Event of Default and of the election to cause theProperty to be sold to satisfy the obligations secured hereby, Trustee shallgive and record such notice as the law then requires as a condition precedentto a trustee’s sale. When the minimum period of time required by law after suchnotice has elapsed, Trustee, without notice to or demand upon Trustor except asotherwise may then be required by law, shall sell the Property at the time andplace of sale fixed by it in the notice of sale, either as a whole or inseparate parcels or through one or more successive sales and in such order asit or Beneficiary may determine, at public auction to the highest bidder forcash, in lawful money of the United States, or other form of payment acceptableto Beneficiary, payable at the time of sale. Trustor shall have no right todirect the order in which the Property is sold. Beneficiary may, in its solediscretion, designate the order in which the Property is offered for sale orsold and determine if the Property shall be sold through a single sale orthrough two or more successive sales, or in any other manner Beneficiary deemsto be in its best interest. If Beneficiary elects more than one sale or otherdisposition of the Property, Beneficiary may at its option cause the same to beconducted simultaneously or in such order and at such times as Beneficiary maydeem to be in its best interests, and no such sale shall terminate or otherwiseaffect the lien of this Deed of Trust on any part of the Property not then solduntil all indebtedness secured hereby has been fully paid. If Beneficiaryelects to dispose of the Property through more than one sale, Trustor shall paythe costs and expenses of each such sale and of any judicial proceedings wherethe same may be undertaken. Trustee may postpone any such sale by publicannouncement at the time and place fixed by the notice of sale, and maythereafter continue such postponement by like announcements at the time andplace fixed by the preceding postponement, at Beneficiary’s direction andwithout necessity of additional notices of sale. Trustee shall deliver to thepurchaser at such sale a deed conveying the Property or portion thereof sosold, but without any covenant or warranty, express or implied. The recitals insuch deed of any matters or facts shall be conclusive proof of the truthfulnessthereof. Any person, including Trustee, Trustor or Beneficiary, may purchase atsuch sale. Notwithstanding anything to the contrary contained herein, Trusteeshall (to the extent permitted by applicable law) allocate or apply theproceeds of sale (including the amount of any credit bid) in such manner and insuch priority as Beneficiary may elect in its sole and absolute discretion.Notwithstanding anything to the contrary contained herein, Beneficiary’s rightsand remedies under California Code of Civil Procedure Section 736 shall not bewaived, limited or otherwise adversely affected by virtue of a full or partialcredit bid upon foreclosure of this Deed of Trust.

(f)            **Resort to Security.**To resort to andrealize upon the security hereunder and any other security now or hereafterheld by Beneficiary in such order and manner as Trustee and Beneficiary, oreither of them, may in their sole discretion determine. Resort to any or allsuch security may be taken concurrently or successively and in one or severalconsolidated or independent judicial actions or lawfully taken non-judicialproceedings, or both.

(g)           **Appointment of Receiver.**To apply to anycourt having jurisdiction to appoint a receiver or receivers for the Property,as a matter of right and without notice to Trustor or anyone claiming underTrustor, and without regard to the then value of the Property or the adequacyof any security for the obligations secured hereby, Trustor hereby irrevocablyconsents to such appointment and waives notice of any application therefor. Anysuch receiver or receivers shall have all the usual powers and duties ofreceivers in

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like or similar cases and all the powers and duties of Beneficiary incase of entry as provided herein. Trustor agrees to promptly deliver to anysuch receiver all leases, rents, issues and profits (including securitydeposits), documents, financial data and other information requested by suchreceiver in connection with the Property and, without limiting the foregoing,Trustor hereby authorizes Beneficiary to deliver to any such receiver any orall of the leases, rents, issues and profits, documents, data and informationin Beneficiary’s possession relating to the Property.

(h)           **Exercise Other Rights and Remedies.**Toexercise or invoke any and all other rights and remedies as may be available toBeneficiary or Trustee now or hereafter at law or in equity.

No action taken, or right or remedy invoked, byBeneficiary or Trustee under this Section 6.21.1, including theappointment of a receiver for the Property, or the entry into possession of theProperty, or any part thereof, by such receiver, or otherwise, shall be deemedto make Beneficiary a “mortgagee in possession” or otherwise responsible orliable in any manner with respect to the Property, or the use, occupancy,enjoyment or operation of all or any part thereof. In no event shall Beneficiarybe required to accept a cure of any default beyond the applicable grace, noticeand cure periods provided in the Loan Documents, if any, notwithstanding anystatement or provision to the effect that rights or remedies are availablewhile an Event of Default “exists”, “continues” or is “outstanding”, or duringthe “existence” or “continuation” of an Event of Default (or any similarstatement or provision) in any of the Loan Documents, or anything else in theLoan Documents.

6.21.2      **Payment of Costs,Expenses and Attorneys’ Fees.**All costs and expenses incurred byTrustee and Beneficiary pursuant to Section 6.21.1 (including courtcosts and attorneys’ fees and costs, whether or not incurred in litigation andwhether or not foreclosure is concluded, including, without limitation,attorney’s fees and costs incurred in connection with any judicial ornonjudicial foreclosure of this Deed of Trust or the other Loan Documents, orin connection with both judicial and nonjudicial foreclosure, if Beneficiary shallelect to pursue each such remedy whether concurrently or independently) shallbe secured by this Deed of Trust and shall bear interest at the interest rateof the Notes or at the Past Due Rate if the Notes contain a Past Due Rate, fromthe date of expenditure until such sums have been paid. Beneficiary shall beentitled to bid, at any sale of the Property held pursuant to Section6.21.1(e) above, the amount of all such costs, expenses, and interest inaddition to the amount of any other obligations hereby secured by a credit bidas the equivalent of cash.

6.21.3      **RemediesCumulative; No Waiver.**All rights and remedies of Beneficiary andTrustee hereunder are cumulative and not alternative, and are in addition toall rights and remedies otherwise provided by law. No exercise of any right orremedy by Beneficiary or Trustee shall constitute a waiver of any other rightor remedy. No delay or omission by Trustee or Beneficiary to exercise anyright, power or remedy hereunder shall impair any such right or remedy, or beconstrued as a waiver of any Event of Default, or any acquiescence therein. Byaccepting payment of any sum secured hereby after its due date or laterperformance of any obligation secured hereby, Beneficiary shall not waive itsright against any person obligated directly or indirectly hereunder, or on anyobligation hereby secured, either to require prompt payment when due of allother sums so secured or to declare an Event of Default for failure to makesuch prompt payment or render such performance; and Beneficiary’s acceptance ofpartial payment of any sum secured hereby after its due date (which may beapplied to such outstanding payment obligations as Beneficiary may elect,notwithstanding Trustor’s instructions to the contrary), or acceptance ofpartial performance of any obligation secured hereby in default, shall not curesuch payment failure or default, or affect any notice of an Event of Default orsale heretofore given or recorded, unless such notice is expressly revoked inwriting by Beneficiary.

6.21.4      **Releases,Extensions, Modifications and Additional Security.**Without affectingthe liability of any person for payment of any indebtedness secured hereby, orthe lien or priority of this Deed of Trust or any other Loan Document upon theProperty, Beneficiary may, from time to time, with or without notice, do one ormore of the following: release the liability of any person for the payment ofany indebtedness secured hereby; make any agreement or take any actionextending the maturity or otherwise altering the terms or increasing the amountof any indebtedness secured hereby; and accept additional security, or releaseall or a portion of the Property and other security held to secure theindebtedness secured

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hereby. If Beneficiary holds any other or additional security for thepayment of any indebtedness or performance of any obligation hereby secured,then any sale or foreclosure of such security upon any Event of Default, in thesole discretion of Beneficiary, may be prior to, subsequent to, orcontemporaneous with, any sale or foreclosure hereunder and any property inwhich Beneficiary holds a security interest may be sold as a unit with theProperty.

6.21.5      **Marshalling ofAssets.**Trustor waives all right to require a marshalling of assetsby Trustee or Beneficiary; and Trustor waives the right to require Trustee orBeneficiary to resort first to any portion of the Property retained by Trustorbefore resorting to any other portion of the Property which may have beentransferred or conveyed subject hereto, whether such resort to security isundertaken by non-judicial sale or through proceedings in judicial foreclosure.

6.22         **Amendments.**This Deed of Trust may beamended at any time and from time to time only by an amendment in writing,executed by Beneficiary and Trustor, and recorded or filed as required byapplicable law for the giving of constructive notice.

6.23         **Consents.**Any consent or waiver byBeneficiary to or of any term, covenant or condition under this Deed of Trust,or of any Event of Default, or failure by Beneficiary to insist upon strictperformance by Trustor of any term, covenant or condition contained in any LoanDocument, shall be effective or binding on Beneficiary only if expressly madein writing by Beneficiary and no such consent or waiver shall be implied fromany conduct or act of Beneficiary, or any omission by Beneficiary to takeaction with respect to any such term, covenant, condition or default. Noexpress written consent to or waiver of any term, covenant or condition of thisDeed of Trust or Event of Default shall affect any other term, covenant orcondition, or any other matter or Event of Default, or cover any other timeperiod or event, other than the application of any such term, covenant orcondition to the matter as to which a consent or waiver has been given or theEvent of Default, time period or event specified in such express consent orwaiver.

6.24         **Further Assurances.**Trustor shall, uponrequest by Beneficiary or Trustee, execute, with acknowledgment or affidavit ifrequired, and deliver, any and all documents and instruments required toeffectuate the provisions hereof.

6.25         **Statement of Condition.**From time to timeas required by law, Beneficiary shall furnish to Trustor such statements as maybe required by law concerning the condition of the obligations secured hereby.As a condition to Beneficiary’s obligation to issue any such statement, Trustorshall pay to Beneficiary such charge as Beneficiary has established for theissuance of such statements, or the maximum amount allowed by law for each suchstatement, if such amount is less than Beneficiary’s charge.

6.26         **Intentionally omitted.**

6.27         **Trustor, Beneficiary and Trustee Defined.**Asused in this Deed of Trust, the term “Trustor” includes each original signatoryof this Deed of Trust as Trustor and each of its permitted successors andassigns; the term “Beneficiary” includes the Beneficiary named herein or anyfuture owner or holder, including pledgees, of the Notes, notes or instrumentsecured hereby, or any participation therein; and the term “Trustee” includesthe original Trustee under this Deed of Trust and its successors and assigns.

6.28         **Rules of Construction.**When the identity ofthe parties or other circumstances make appropriate, the neuter gender shallinclude the feminine and masculine, and the singular number shall include theplural. Specific enumeration of rights, powers and remedies of Trustee andBeneficiary and of acts which they may do and of acts Trustor must do or not doshall not exclude or limit the general. The headings of each Section are forinformation and convenience and do not limit or construe the contents of anyprovision hereof. The provisions of this Deed of Trust shall be construed as awhole according to their common meaning, not strictly for or against any partyand consistent with the provisions herein contained, in order to achieve theobjectives and purposes of these trusts. The use in this Deed of Trust(including any Exhibit hereto) of the words “including”, “such as” or words ofsimilar import when following any general term, statement or matter shall notbe construed to limit such statement, term or matter to the specific items or

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matters, but rather shall be deemed to refer to all other items ormatters that could reasonably fall within the broadest possible scope of suchstatement, term or matter; the use herein of the words “costs” or “expenses”shall include the cost of title evidence and fees and costs of attorneys forBeneficiary or Trustee; and the use herein of the word “prompt”, or “immediately”in any form, or words of similar import, when used with reference to any noticerequired to be given or act to be undertaken by Trustor shall mean notice givenor act performed not later than five (5) days after the occurrence of thespecified event for which notice or action is required, unless another timeperiod is made expressly applicable. If Trustor is composed of more than oneperson or entity, then the obligations of Trustor under this Deed of Trust, theNotes and under the other Loan Documents are joint and several; and eachcovenant, warranty, representation and agreement of Trustor hereunder andthereunder shall be deemed made by each such person or entity comprisingTrustor, both individually and collectively.

6.29         **Severability.**If any term of this Deed ofTrust, or the application thereof to any person or circumstances, shall to anyextent be invalid or unenforceable, the remainder of this Deed of Trust, or theapplication of such term to persons or circumstances other than those as towhich it is invalid or unenforceable, shall not be affected thereby, and eachterm of this Deed of Trust shall be valid and enforceable to the fullest extentpermitted by law.

6.30         **Successors in Interest.**Subject to the limitationsherein contained regarding Transfers, the terms, covenants and conditionsherein contained shall be binding upon and inure to the benefit of the parties,and their respective heirs, successors and assigns, and shall also be bindingupon all tenants, lessees, occupants or other persons in possession of all, orany part of, the Property, or holding under Trustor.

6.31         **Estoppel Certificates; Information to Third Persons.**

6.31.1      **Execution ofEstoppel Certificates.**Within ten (10) business days after Beneficiary’srequest therefor, Trustor shall deliver a duly acknowledged written statementsetting forth the amount of the indebtedness secured by this Deed of Trust,stating either that no setoffs or defenses exist against the Deed of Trust, or,if such setoffs or defenses are alleged to exist, the specific nature thereof,and attesting to such other matters with respect to this Deed of Trust, or anyindebtedness secured hereby, which Beneficiary may request. Failure of Trustorto execute, acknowledge and return such statement within the time period hereinspecified shall be deemed an admission by Trustor that the informationcontained in the statement is true and correct. Trustor acknowledges that anystatement rendered hereunder may be relied upon by any transferee or assigneeof Beneficiary, or any other person or entity participating in the Notes orthis Deed of Trust.

6.31.2      **Trustor’sObligation to Supply Information to Third Persons.**If, at any time,Beneficiary desires to sell, transfer or grant a participation interest in allor any portion of the Notes, this Deed of Trust or any other Loan Document toany third person, Trustor shall furnish in a timely manner any and allinformation concerning the Property and leases thereof, and concerning Trustor’sand the Property’s financial condition, which information is requested byBeneficiary or such person in connection with any such sale, transfer orparticipation. All such financial information shall conform to the standardsset forth in Section 6.12 and shall otherwise be in such form, substanceand detail as Beneficiary, or such person, may require.

6.32         **Commingling of Funds.**No sums collected orretained by Beneficiary shall be deemed to be held in trust; and Beneficiarymay commingle any and all such funds or proceeds with its general assets andshall not be liable for the payment of any interest or other return thereon,except to the minimum extent required by law.

6.33         **Certain Warranties and Representations.**Allrepresentations and warranties contained in any Loan Document, and eachrepresentation or warranty of Trustor incorporated by reference therein orherein, and any modification or amendment thereof, shall survive the closingand funding of the loan, shall not be deemed to have merged herein or in anyother document or instrument delivered concurrently herewith or hereafter, andshall remain as continuing representations and warranties of Trustor

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so long as any portion of the indebtedness secured hereby remainsunpaid.

6.34         **Trustor Waiver of Rights.**Trustor waives,to the extent permitted by law, (a) the benefit of all laws now existing orthat may hereafter be enacted providing for any appraisement before sale of anyportion of the Property, (b) all rights of redemption, valuation, appraisement,stay of execution, notice of election to mature or declare due the whole of theobligation secured hereby in the event of foreclosure of the liens herebycreated, (c) all rights and remedies which Trustor may have or be able toassert by reason of the laws of the State of California pertaining to therights and remedies of sureties, (d) the right to assert any statute oflimitations as a bar to the enforcement of the lien of this Deed of Trust or toany action brought to enforce the Notes or any other obligation secured hereby,and (e) any rights, legal or equitable, to require marshalling of assets or torequire foreclosure sales in a particular order including any rights underCalifornia Civil Code Sections 2899 and 3433. Beneficiary shall have the rightto determine the order in which any or all of the Property shall be subjectedto the remedies provided herein. Beneficiary shall have the right to determinethe order in which any of all portions of the obligations secured hereby aresatisfied from the proceeds realized upon the exercise of the remedies providedherein. Nothing contained herein shall be deemed to be a waiver of the Trustor’srights under Section 2924c of the California Civil Code.

6.35         **Effect of Waivers.**Trustor acknowledges,warrants and represents in connection with each waiver of any right or remedyof Trustor contained in this Deed of Trust, the Notes, or any other LoanDocument, that it has been fully informed with respect to, and represented bycounsel of its choice in connection with, such rights and remedies, and allsuch waivers, and after such advice and consultation, has presently andactually intended, with full knowledge of its rights and remedies otherwiseavailable at law or in equity, to waive or relinquish such rights and remediesto the full extent specified in each such waiver.

6.36         **Late Charges; Past Due Rate; Prepayment.**TheLoan Agreement may contain provisions imposing a late charge and past due rateof interest if payments are not timely made, and prepayment restrictions andpremiums as more particularly described in such Loan Agreement.

6.37         **Status of Trustee.**Trustee shall be theagent of Beneficiary and Trustor hereunder, but only upon and limited solely tothe rights, duties, powers, obligations, terms, covenants and conditionscontained in this Deed of Trust; and Trustee’s rights, duties and obligationsas agent hereunder shall be strictly limited to and construed in accordancewith the terms of this Deed of Trust, Beneficiary and Trustor acknowledgingtheir intent that no other right, duty or obligation shall be implied as aresult of the agency relationship created hereunder.

6.38         **Governing Law.**This Deed of Trust shall begoverned by and construed and enforced in accordance with the laws of the Stateof California (without regard to conflicts of law), except where federal law isapplicable (including, without limitation, any applicable federal lawpreempting state laws).

6.39         **Notices.**Except when otherwise required bylaw, any notice which a party is required or may desire to give the other shallbe in writing and may be sent by personal delivery or by mail (either [i] byUnited States registered or certified mail, return receipt requested, postageprepaid, or [ii] by Federal Express or similar generally recognized overnightcarrier regularly providing proof of delivery), addressed as follows toBeneficiary and as provided on the Addendum as to Trustor (subject to the rightof a party to designate a different address for itself by notice similarlygiven at least 15 days in advance):

To Beneficiary:

Citibank, N.A.201 West Lexington DriveSixth FloorGlendale, CA 91203Attention: Commercial Markets Group/Note Department

with a copy to:

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Citibank, N.A.

One Sansome Street,

21st Floor

San Francisco, California 94104

Attention: Commercial Markets Group

Any notice so given by mail shall be deemed to have been given as ofthe date of delivery (whether accepted or refused) established by U.S. PostOffice return receipt or the overnight carrier’s proof of delivery, as the casemay be. Any such notice not so given shall be deemed given upon receipt of thesame by the party to whom the same is to be given. Trustor requests that a copyof any notice of default and notice of sale hereunder by mailed to Trustor atthe address specified in the Addendum hereto.

6.40         **Representation by Legal Counsel.**Trustoracknowledges that it has been advised by Beneficiary to seek the advice oflegal counsel in connection with the negotiation and preparation of the LoanDocuments. If Trustor has chosen not to obtain legal representation, whetherdue to cost considerations or for other reasons, the lack of suchrepresentation shall not furnish Trustor with any defense to the enforcement ofBeneficiary’s obligations under the Loan Documents.

6.41         **Reimbursement of Expenses.**Trustor shallpay all expenses incurred by Beneficiary in connection with the making oradministration of the Loan, including reasonable fees and expenses ofBeneficiary’s attorneys, environmental, engineering and other consultants, andfees, charges or taxes for the recording or filing of Loan Documents, auditcosts, attorneys’ fees and costs, and inspection fees, and fees and costsrelating to settlement of condemnation and casualty awards, and premiums fortitle insurance and endorsements thereto.

6.43         **Management.**Beneficiary understands thatthere is currently no property manager of the Property. Trustor agrees thatthere shall not be a property manager of the Property (nor a change in anymanager of the Property) without the prior written consent of Beneficiary, tobe granted or withheld by Beneficiary in good faith. Trustor shall notterminate, replace or appoint any manager or terminate, amend or enter into anymanagement agreement for the Property without Beneficiary’s prior written approval,to be granted or withheld by Beneficiary in good faith. Each property manager,if any, shall hold and maintain all necessary licenses, certifications andpermits required by law. Trustor shall fully perform all of its covenants,agreements and obligations under any management agreement of the Property. Anymanagement agreement, if any, will be subordinated to Beneficiary’s rightshereunder.

7.          Waiverof Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRUSTOR ANDBENEFICIARY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TOA TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS DEED OF TRUST, THE LOAN, OR ANY OTHER LOANDOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHERVERBAL OR WRITTEN) OR ACTION OF BENEFICIARY, TRUSTOR OR TRUSTEE OR ANY EXERCISEBY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAYRELATING TO THE LOAN OR THE PROPERTY. THIS WAIVER IS A MATERIAL INDUCEMENT FORBENEFICIARY TO MAKE THE LOAN TO TRUSTOR. NOTWITHSTANDING THE FOREGOING, ANYCONTROVERSY HEREUNDER SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THATCERTAIN ALTERNATIVE DISPUTE RESOLUTION AGREEMENT, DATED AS OF THE DATE HEREOF,BY AND AMONG BORROWER AND LENDER.

[SIGNATURE ARE ONFOLLOWING PAGE]

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IN WITNESS WHEREOF, Trustor has executed this Deed ofTrust on the day and year set forth above.

TRUSTOR PLEASE NOTE: IN THE EVENT OF YOUR DEFAULT,THIS DEED OF TRUST AND APPLICABLE LAW PERMITS THE TRUSTEE TO SELL THE PROPERTYAT A SALE HELD WITHOUT SUPERVISION BY ANY COURT AFTER EXPIRATION OF A PERIODPRESCRIBED BY LAW. SEE SECTION 6.21.1(e) ABOVE FOR A DESCRIPTION OF THISPROCEDURE. UNLESS YOU PROVIDE AN ADDRESS FOR THE GIVING OF NOTICE, YOU MAY NOTBE ENTITLED TO OTHER NOTICE OF THE COMMENCEMENT OF SALE PROCEEDINGS. BYEXECUTION OF THIS DEED OF TRUST, YOU CONSENT TO THIS PROCEDURE. IF YOU HAVE ANYQUESTIONS CONCERNING IT, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. BENEFICIARY ANDTRUSTEE URGE YOU TO GIVE BENEFICIARY PROMPT NOTICE OF ANY CHANGE IN YOURADDRESS SO THAT YOU MAY RECEIVE ANY NOTICE OF DEFAULT AND NOTICE OF SALE GIVENPURSUANT TO THIS DEED OF TRUST.
|        | “TRUSTOR”            |         |
|--------|--------------------------------|--------------|
|   |                           |         |
|   | OMNIVISION TECHNOLOGIES, INC., |         |
|   | a Delaware corporation         |         |
|   |                           |         |
|   |                           |         |
|   | By:                            | /s/ James He |   |
|   | Name:                          | JAMES HE     |   |
|   | Title:                         | COO          |   |

 

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| State of California   | ) |   |
|-----------------------|---|--------|
|                  | ) | SS.    |
| County of Santa Clara | ) |   |

 

 

On March 16, 2007 before me, a notary public in andfor said State, personally appeared James He, personally known to me (or provedto me on the basis of satisfactory evidence) to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me thathe/she/they executed the same in his/her/their authorized capacity(ies), andthat by his/her/their signature(s) on the instrument, the person(s) or theentity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

 
| Signature                           | /s/ Ching-Ning S. Chang |   | (Seal)  |   |
|-------------------------------------|-------------------------|--------|---------|--------|
|                                |                    |   | [STAMP] |
| Capacity of Signatory Notary Public |                    |   |

 

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**CALIFORNIA ALL-PURPOSEACKNOWLEDGEMENT**
| State of California           |
|-------------------------------|
|                          |
| County of Santa Clara         |
|                          |
| On March 16, 2007  before me, | Ching-Ning S. Chang |   |   |
|                          | Name and Title of Officer (e.g., “Jane Doe, Notary  Public”) |
|                          |   |
| Personally appeared           | James He |   |   |
|                          | Name(s) of Signer(s) |
|                               |  |  |  |  |  |  |  |

 
| o personally  known to me – OR - x proved  to me on the basis of satisfactory evidence to be the person(s) whose |
|---------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                            | name(s) is/are subscribed to the within instrument  and acknowledged to me that he/she/they executed the same in his/her/their  authorized capacity(ies), and that by his/her/their signature(s) on the  instrument the person(s), or the entity upon behalf of which the person(s)  acted, executed the instrument. |

 
|        | WITNESS my hand and official seal. |
|--------|------------------------------------|
|   | [STAMP]                            |   |
|   | /s/ Ching-Ning S. Chang            |   |
|   | Signature of  Notary Public        |
|        |                                    |  |  |

 

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Exhibit “A”

Legal Description

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**EXHIBIT A**

**LEGALDESCRIPTION**

PARCEL A:

PARCEL 1, SO DESIGNATED AND DELINEATED ON THE PARCEL MAP RECORDEDSEPTEMBER 27, 1985, IN BOOK 549 OF MAPS, PAGES 53, 54 AND 55, SANTA CLARACOUNTY RECORDS.

TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULARINGRESS AND EGRESS OVER ALL WALKWAYS AND PAVED COMMON AREAS WITHIN PARCEL 2, SODESIGNATED AND DELINEATED ON SAID PARCEL MAP, AS PROVIDED FOR IN THEDECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND DECLARATION OFEASEMENTS RECORDED DECEMBER 27, 1985 IN BOOK J560, PAGE 919, OFFICIAL RECORDS.

PARCEL B:

PARCEL ONE:

ALL OF PARCEL 2, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, “PARCEL MAPBEING A RESUBDIVISION OF ‘PARCEL A’ AS SHOWN UPON THAT CERTAIN PARCEL MAPRECORDED IN BOOK 532 OF MAPS AT PAGE 48 AND 49, RECORDS OF SANTA CLARA COUNTY”,WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OFSANTA CLARA, STATE OF CALIFORNIA ON SEPTEMBER 27, 1985 IN BOOK 549 OF MAPS, ATPAGES 53, 54 AND 55.

PARCEL TWO:

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS ANDEGRESS OVER ALL WALKWAYS AND PAVED COMMON AREAS WITHIN PARCEL 1, AS SHOWN ONPARCEL MAP ABOVE REFERRED TO, AS PROVIDED FOR IN DECLARATION OF RESTRICTIONSRECORDED IN BOOK J560 OF OFFICIAL RECORDS, PAGE 919.

APN: 104-13-094 (Affects: Parcel A) and 104-13-095 (Affects: Parcel B)

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Exhibit “B”

**ADDENDUMTO DEED OF TRUST**

The following provisions are made a part of the Deedof Trust with Security Agreement, Assignment of Leases and Fixture Filing (the **“Deed of Trust”**) to which this Addendum isattached:

1.          Impoundsfor Taxes and Insurance. The obligation to make payments under Section6.5 shall apply only (a) if Trustor fails for any reason to make paymentprior to delinquency of any Taxes and Assessments under Section 6.3, or(b) if Trustor fails for any reason to make payment prior to when due of anypremium for any policy of insurance carried under Section 6.4 (or failsto provide timely evidence of such payment of taxes or insurance as providedherein), or (c) at Beneficiary’s option exercised at any time during theexistence of any Event of Default.

2.          AdditionalEssential Party. “Additional Essential Parties” shall mean OmniVisionTechnologies (Hong Kong) Company Limited and OmniVision International HoldingLtd.

3.          Notice.The address of the Trustor for notice pursuant to Section 6.39 of theDeed of Trust is as follows:

OmniVision Technologies, Inc. Attn: General Counsel 1341 Orleans Drive Sunnyvale, CA 94089

4.          Paymentobligations under the Loan are absolute and unconditional without any right ofrescission, setoff, counterclaim or defense for any reason against Beneficiary.Trustor is unconditionally and irrevocably obligated to make the paymentsrequired under the Loan Documents notwithstanding any damage to, defects in ordestruction of the Property or any other event, including obsolescence of anyproperty or improvements.

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Table of Contents
|            | ** ** | ** **                            | ** **                                                      | **Page**   |
|------------|------------|---------------------------------------|-----------------------------------------------------------------|------------|
| ** ** | ** ** | ** **                            | ** **                                                      | ** ** |
| 1.         |       | DEFINITIONS                           |                                                            | 1          |
|       |       |                                  |                                                            |       |
| 2.         |       | GRANT IN TRUST                        |                                                            | 4          |
|       |       |                                  |                                                            |       |
| 3.         |       | ASSIGNMENT OF RENTS                   |                                                            | 4          |
|       |       |                                  |                                                            |       |
| 4.         |       | OBLIGATIONS SECURED                   |                                                            | 4          |
|       |       |                                  |                                                            |       |
|       |       | 4.1                                   | Payment of Loan                                                 |       | 4 |
|       |       | 4.2                                   | Payment of Further Loans                                        |       | 4 |
|       |       | 4.3                                   | Performance Under Loan Documents                                |       | 4 |
|       |       | 4.4                                   | Performance Under Interest Rate Agreements                      |       | 4 |
|       |       |                                  |                                                            |       |   |
| 5.         |       | SECURITY AGREEMENT AND FIXTURE FILING |                                                            | 5          |
|       |       |                                  |                                                            |       |
|       |       | 5.1                                   | Grant of Security Interest                                      |       | 5 |
|       |       | 5.2                                   | Perfection                                                      |       | 5 |
|       |       | 5.3                                   | Remedies                                                        |       | 5 |
|       |       | 5.4                                   | Expenses                                                        |       | 5 |
|       |       | 5.5                                   | Place of Business                                               |       | 5 |
|       |       | 5.6                                   | Fixtures                                                        |       | 5 |
|       |       |                                  |                                                            |       |   |
| 6.         |       | COVENANTS                             |                                                            | 5          |
|       |       |                                  |                                                            |       |
|       |       | 6.1                                   | Performance of Obligations                                      |       | 5 |
|       |       | 6.2                                   | Title                                                           |       | 6 |
|       |       | 6.3                                   | Taxes and Assessments                                           |       | 6 |
|       |       | 6.4                                   | Insurance                                                       |       | 6 |
|       |       | 6.5                                   | Impound Account                                                 |       | 8 |
|       |       | 6.6                                   | Liens and Encumbrances                                          |       | 9 |
|       |       | 6.7                                   | Disposition of Insurance and Condemnation Proceeds  and Damages |       | 9 |
|       |       | 6.8                                   | Maintenance and Preservation of the Property                    |       | 11 |
|       |       | 6.9                                   | Defense and Notice of Actions                                   |       | 11 |
|       |       | 6.10                                  | Collection of Rents, Issues and Profits; Approval of  Leases    |       | 12 |
|       |       | 6.11                                  | Right of Inspection                                             |       | 12 |
|       |       | 6.13                                  | Acceptance of Trust                                             |       | 12 |
|       |       | 6.14                                  | Powers of Trustee; Indemnity                                    |       | 12 |
|       |       | 6.15                                  | Substitution of Trustee                                         |       | 13 |
|       |       | 6.16                                  | Acceleration Upon Sale or Further Encumbrance                   |       | 13 |
|       |       | 6.17                                  | Reconveyance                                                    |       | 14 |
|       |       | 6.18                                  | Defense and Indemnity Rights                                    |       | 14 |
|       |       | 6.19                                  | Destruction of Note                                             |       | 14 |
|       |       | 6.20                                  | Provisions Relating to Hazardous Materials                      |       | 14 |
|       |       | 6.21                                  | Default Provisions                                              |       | 16 |
|       |       | 6.22                                  | Amendments                                                      |       | 19 |
|       |       | 6.23                                  | Consents                                                        |       | 19 |
|       |       | 6.24                                  | Further Assurances                                              |       | 19 |
|       |       | 6.25                                  | Statement of Condition                                          |       | 19 |
|       |       | 6.27                                  | Trustor, Beneficiary and Trustee Defined                        |       | 19 |
|       |       | 6.28                                  | Rules of Construction                                           |       | 19 |

 

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|        |   | 6.29 | Severability                                        |   | 20 |
|--------|--------|------|-----------------------------------------------------|--------|----|
|   |   | 6.30 | Successors in Interest                              |   | 20 |
|   |   | 6.31 | Estoppel Certificates; Information to Third Persons |   | 20 |
|   |   | 6.32 | Commingling of Funds                                |   | 20 |
|   |   | 6.33 | Certain Warranties and Representations              |   | 20 |
|   |   | 6.34 | Trustor Waiver of Rights                            |   | 21 |
|   |   | 6.35 | Effect of Waivers                                   |   | 21 |
|   |   | 6.36 | Late Charges; Past Due Rate; Prepayment             |   | 21 |
|   |   | 6.37 | Status of Trustee                                   |   | 21 |
|   |   | 6.38 | Governing Law                                       |   | 21 |
|   |   | 6.39 | Notices                                             |   | 21 |
|   |   | 6.40 | Representation by Legal Counsel                     |   | 22 |
|   |   | 6.41 | Reimbursement of Expenses                           |   | 22 |
|   |   | 6.43 | Management                                          |   | 22 |

 

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