exhibit10_4atoamend2.htm


    Exhibit 10.4
(a)

    


    


    RECORDING
REQUESTED BY AND

    WHEN
RECORDED MAIL TO:

    


    Redwood
Mortgage

    900
Veterans Blvd., Suite #500

    Redwood
City, California 94063-1743

    Attn:  Michael
Burwell

    


    ___________________________________________________________________________

    LOAN
NO.: _____________

    


    


    CONSTRUCTION
DEED OF TRUST, ASSIGNMENT

    OF
LEASES AND RENTS, SECURITY

    AGREEMENT
AND FIXTURE FILING

    


    


    THIS CONSTRUCTION DEED OF TRUST,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this
"Deed of Trust") is made as of ______________, 20___, by
_________________________________________, whose address is
___________________________________________________________, (herein "Trustor"),
to PLM LENDER SERVICES, INC., a California corporation, whose address is 46 N.
Second Street, Campbell, California 95008, (herein "Trustee"), in favor of
REDWOOD MORTGAGE INVESTORS IX, LLC a Delaware limited liability company, whose
address is 900 Veterans Blvd., Suite #500, Redwood City, California 94063-1743
(herein "Beneficiary").

    


    Trustor, in consideration of the loan
described below, irrevocably grants, conveys, transfers and assigns to Trustee,
its successors and assigns, in trust, with power of sale and right of entry and
possession, all of Trustor's estate, right, title and interest in and to that
certain real property located in the City of ___________, County of __________,
State of California, more particularly described in Exhibit A attached
hereto and incorporated herein by this reference (the “Land”),

    


    


    TOGETHER WITH THE
FOLLOWING:

    


    (a)  Improvements.  All
buildings and other improvements now or hereafter located on the Land,
including, but not limited to, the Fixtures (as defined below) (collectively,
the “Improvements”);

    


    (b)  Fixtures.  All
fixtures (goods that are or become so related to the Land or Improvements that
an interest in them arises under real estate law) now or hereafter located on,
attached to, installed in or used in connection with the Land and
Improvements;

    


    (c)  Intellectual Property
Rights, Other Personal Property.  All intangible property and
rights relating to the Land or the operation thereof, or used in connection
therewith, including, without limitation, tradenames and trademarks; all
machinery, equipment, building materials, appliances and goods of every nature
whatsoever (herein collectively called "equipment" and other "personal
property") now or hereafter located in, or on, attached or affixed to, or used
or intended to be used in connection with, the Land, including, but without
limitation, all heating, lighting, laundry, incinerating, gas, electric and
power equipment, engines, pipes, pumps, tanks, motors, conduits, switchboards,
plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating,
ventilating and communications apparatus, air cooling and air conditioning
apparatus, elevators and escalators and related machinery and equipment, pool
and pool


    
      
         


      

      
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    operation
and maintenance equipment and apparatus, shades, awnings, blinds, curtains,
drapes, attached floor coverings, including rugs and carpeting, television,
radio and music cable antennae and systems, screens, storm doors and windows,
stoves, refrigerators, dishwashers and other installed appliances, attached
cabinets, partitions, ducts and compressors, furnishings and furniture, and
trees, plants and other items of landscaping (except that the foregoing
equipment and other personal property covered hereby shall not include
machinery, apparatus, equipment, fittings and articles of personal property used
in the business of Trustor (commonly referred to as "trade fixtures") whether
the same are annexed to said real property or not, unless the same are also used
in the operation of any building or other improvement located thereon or unless
the same cannot be removed without materially damaging said real property or any
such building or other improvement), all of which, including replacements and
additions thereto, shall, to the fullest extent permitted by law and for the
purposes of this Deed of Trust, be deemed to be part and parcel of, and
appropriated to the use of, said real property and, whether affixed or annexed
thereto or not, be deemed conclusively to be real property and conveyed by this
Deed of Trust, and all proceeds and products of any and all
thereof;

    


    (d)  Contracts, Permits, Plans,
Easements.  All now or hereafter existing plans and
specifications prepared for construction of Improvements on the Land and all
studies, data and drawings related thereto, and also all contracts and
agreements of Trustor relating to the plans and specifications or to the
studies, data and drawings, or to the construction of Improvements on the
Property (the “Plans and Specifications”); all contracts, permits, certificates,
plans, studies, data, drawings, licenses, approvals, entitlements and
authorizations, however, characterized, issued or in any way furnished for the
acquisition, construction, operation and use of the Land and Improvements,
including building permits, environmental certificates, licenses, certificates
of operation, warranties and guaranties; all easements, rights and appurtenances
thereto or used in connection with the above-described real
property;

    


    (e)  Interest in
Leases.  All existing and future Leases relating to the Land
and Improvements or any interest in them;

    


    (f)  Proceeds.  All
rents, royalties, issues, profits, revenues, income, remittances, payments and
other benefits arising or derived from the use or enjoyment of all or any
portion of the Land or Improvements, or derived from any Lease, sublease,
license, or agreement relating to the use or enjoyment of the Land or
Improvements (subject to the rights given below to Trustor to collect and apply
such rents, royalties, issues, profits, revenues, income, remittances, payments
and other benefits);

    


    (g) Funds.  Any
of Trustor’s funds held by or on behalf of Beneficiary, including pursuant to
the Construction Loan Agreement, as defined below;

    


    (h)  Additional
Proceeds.  All Trustor’s other existing or future estates,
easements, licenses, interests, rights, titles, homestead or other claims or
demands, both in law and in equity in the Mortgaged Property (as defined below)
including, without limitation, (1) all damages or awards made to Trustor related
to the Land or Improvements, including without limitation, for the partial or
complete taking by eminent domain, or by an proceeding or purchase in lieu of
eminent domain, of the Land and Improvements, and (2) all proceeds of any
insurance covering the Land and Improvements.  Trustor agrees to
execute and deliver, from time to time, such further instruments and documents
as may be required by Beneficiary to confirm the lien of this Deed of Trust on
any of the foregoing.

    


    All of
the foregoing property referred to in this section, together with the Land, are
herein referred to as the “Mortgaged Property.”

    


    


    FOR THE PURPOSE OF SECURING,
in such order of priority as Beneficiary may elect:

    


    (a)           The
repayment of the indebtedness evidenced by Trustor's promissory note of even
date herewith payable to the order of Beneficiary in the original principal sum
of ________________________________________________________ ($_____________),
with interest thereon, as provided therein, and all prepayment charges, late
charges and loan fees required thereunder, and all extensions, renewals,
modifications, amendments and replacements thereof (herein "Note");

    



    
      
         


      

      
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    (b)           The
payment of all other sums which may be advanced by or otherwise be due to
Trustee or Beneficiary under any provision of this Deed of Trust or under any
other instrument or document referred to in subsection (c) below, with interest
thereon at the rate provided herein or therein;

    


    (c)           The
performance of each and every of the covenants and agreements of Trustor
contained (1) herein, in the Note, and in any note evidencing a Future Advance
(as hereinafter defined), (2) in the Environmental Agreement and Indemnity
executed by Trustor concurrently herewith, (3) in the Construction Loan
Agreement and Security Agreement by and between Beneficiary and Trustor executed
contemporaneously herewith (the “Construction Loan Agreement”), and in any and
all pledge agreements, supplemental agreements, assignments and all instruments
of indebtedness or security now or hereafter executed by Trustor in connection
with any indebtedness referred to in subsection (a) above or subsection (d)
below or for the purpose of supplementing or amending this Deed of Trust or any
instrument secured hereby (all of the foregoing in these Clauses (2) and (3), as
the same may be amended, modified or supplemented from time to time, being
referred to hereinafter as "Related Agreements"); and

    


    (d)           The
repayment of any other loans or advances, with interest thereon, hereafter made
to Trustor (or any successor in interest to Trustor as the owner of the
Mortgaged Property or any part thereof) by Beneficiary when the promissory note
evidencing the loan or advance specifically states that said note is secured by
this Deed of Trust, together with all extensions, renewals, modifications,
amendments and replacements thereof (herein "Future Advance").

    


    


    ARTICLE
I

    COVENANTS OF
TRUSTOR

    


    To protect the security of this Deed of
Trust, Trustor covenants and agrees as follows:

    


    1.01  Performance of Obligations
Secured.

    


    Trustor shall promptly pay when due the
principal of and interest on the indebtedness evidenced by the Note, the
principal of and interest on any Future Advances, and any prepayment, late
charges and loan fees provided for in the Note or in any note evidencing a
Future Advance or provided for herein, and shall further perform fully and in a
timely manner all other obligations of Trustor contained herein or in the Note
or in any note evidencing a Future Advance or in any of the Related
Agreements.  All sums payable by Trustor hereunder shall be paid
without demand, counterclaim, offset, deduction or defense and Trustor waives
all rights now or hereinafter conferred by statute or otherwise to any such
demand, counterclaim, offset, deduction or defense.

    


    1.02  Insurance.

    


    Trustor shall keep the Mortgaged
Property insured with an all-risk policy insuring against loss or damage by fire
and earthquake with extended coverage and against any other risks or hazards
which, in the opinion of Beneficiary, should be insured against, in an amount
not less than 100% of the full insurable value thereof on a replacement cost
basis, with an inflation guard endorsement, with a company or companies and in
such form and with such endorsements as may be approved or required by
Beneficiary, including, if applicable, boiler explosion coverage and sprinkler
leakage coverage.  All losses under said insurance, and any other
insurance obtained by Trustor with respect to the Mortgaged Property whether or
not required by Beneficiary, shall be payable to Beneficiary and shall be
applied in the manner provided in Section 1.03 hereof.  Trustor shall
also carry comprehensive general public liability insurance and twelve (12)
months' rent loss insurance in such form and amounts and with such companies as
are satisfactory to Beneficiary.  Trustor shall also carry insurance
against flood if required by the Federal Flood Disaster Protection Act of 1973
and regulations issued thereunder.  All hazard, flood and rent loss
insurance policies shall be endorsed with a standard noncontributory mortgagee
clause in favor of and in form acceptable to Beneficiary, and may be canceled or
modified only upon not less than thirty (30) days' prior written notice to
Beneficiary.  All of the above-mentioned insurance policies or
certificates of such insurance satisfactory to Beneficiary, together with
receipts for the payment of premiums thereon, shall be delivered to and held by
Beneficiary, which delivery shall constitute assignment to Beneficiary of all
return premiums to be held as additional security hereunder.  All
renewal and replacement policies shall be delivered to


    
      
         


      

      
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    Beneficiary
at least thirty (30) days before the expiration of the expiring
policies.  Beneficiary shall not by the fact of approving,
disapproving, accepting, preventing, obtaining or failing to obtain any
insurance, incur any liability for or with respect to the amount of insurance
carried, the form or legal sufficiency of insurance contracts, solvency of
insurance companies, or payment or defense of lawsuits, and Trustor hereby
expressly assumes full responsibility therefor and all liability, if any, with
respect thereto.

    


    1.03  Condemnation and Insurance
Proceeds.

    


    (a)  The proceeds of any
award or claim for damages, direct or consequential, in connection with any
condemnation or other taking of or damage or injury to the Mortgaged Property,
or any part thereof, or for conveyance in lieu of condemnation, are hereby
assigned to and shall be paid to Beneficiary.  In addition, all causes
of action, whether accrued before or after the date of this Deed of Trust, of
all types for damages or injury to the Mortgaged Property or any part thereof,
or in connection with any transaction financed by funds loaned to Trustor by
Beneficiary and secured hereby, or in connection with or affecting the Mortgaged
Property or any part thereof, including, without limitation, causes of action
arising in tort or contract and causes of action for fraud or concealment of a
material fact, are hereby assigned to Beneficiary  as additional
security, and the proceeds thereof shall be paid to
Beneficiary.  Beneficiary may at its option appear in and prosecute in
its own name any action or proceeding to enforce any such cause of action and
may make any compromise or settlement thereof.  Trustor, immediately
upon obtaining knowledge of any casualty damage to the Mortgaged Property or
damage in any other manner in excess of $25,000.00 or knowledge of the
institution of any proceedings relating to condemnation or other taking of or
damage or injury to the Mortgaged Property or any portion thereof, will
immediately notify Beneficiary in writing.  Beneficiary, in its sole
discretion, may participate in any such proceedings and may join Trustor in
adjusting any loss covered by insurance.

    


    (b)  All compensation,
awards, proceeds, damages, claims, insurance recoveries, rights of action and
payments which Trustor may receive or to which Trustor may become entitled with
respect to the Mortgaged Property in the event of any damage or injury to or a
partial condemnation or other partial taking of the Mortgaged Property shall be
paid over to Beneficiary and shall be applied first toward reimbursement of all
costs and expenses of Beneficiary in connection with recovery of the same, and
then shall be applied, as follows:

    


    (1)  Beneficiary
shall consent to the application of such payments to the restoration of the
Mortgaged Property so damaged if and only if Trustor fulfills all of the
following conditions  (a breach of any one of which shall constitute
an Event of Default under this Deed of Trust and shall entitle Beneficiary to
exercise all rights and remedies Beneficiary may have in such
event):  (a) that no default or Event of Default is then outstanding
under this Deed of Trust, the Note, or any Related Agreement; (b) that Trustor
is not in default under any of the terms, covenants and conditions of any of the
Leases (hereinafter defined); (c) that the Leases shall continue in full force
and effect; (d) that Trustor has in force rental continuation and business
interruption insurance covering the Mortgaged Property for the longer of twelve
(12) months or the time Beneficiary reasonably estimates will be necessary to
complete such restoration and rebuilding; (e) Beneficiary is satisfied that
during the period from the time of damage or taking until restoration and
rebuilding of the Mortgaged Property is completed (the "Gap Period") Trustor's
net income from (1) all leases, subleases, licenses and other occupancy
agreements affecting the Mortgaged Property (the "Leases") which may continue
without abatement of rent during such Gap Period, plus (2) all Leases in effect
during the Gap Period without abatement of rent which Trustor may obtain in
substitution for any of the same which did not continue during such Gap Period,
plus (3) the proceeds of rental continuation and business interruption
insurance, is sufficient to satisfy Trustor's obligations under this Deed of
Trust as they come due; (f) Beneficiary is satisfied that the insurance or award
proceeds shall be sufficient to fully restore and rebuild the Mortgaged Property
free and clear of all liens except the lien of this Deed of Trust, or, in the
event that such proceeds are in Beneficiary's sole judgment insufficient to
restore and rebuild the Mortgaged Property, then Trustor shall deposit promptly
with Beneficiary funds which, together with the insurance or award proceeds,
shall be sufficient in Beneficiary's sole judgment to restore and rebuild the
Mortgaged Property; (g) construction and completion of restoration and
rebuilding of the Mortgaged Property shall be completed in accordance with plans
and specifications and drawings submitted to and approved by Beneficiary, which
plans, specifications and drawings shall not be substantially modified, changed
or revised without the Beneficiary's prior written consent; (h) Beneficiary
shall also have approved all prime and subcontractors, and the general contract
or contracts the Trustor proposes to enter into with respect to the restoration
and rebuilding; and (i) any and all monies which are made available for
restoration and rebuilding hereunder shall be disbursed through Beneficiary, the
Trustee or a title insurance and trust company satisfactory to Beneficiary, in
accord with standard construction lending practice, including, if requested by
Beneficiary, monthly lien waivers and title insurance datedowns, and the
provision of payment and performance bonds by Trustor, or in any other manner
approved by Beneficiary in Beneficiary's sole discretion; or


    
      
         


      

      
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    (2)  If
less than all of conditions  (a) through (i) in subsection (1) above
are satisfied, then such payments shall be applied in the sole and absolute
discretion of Beneficiary  (a) to the payment or prepayment with any
applicable prepayment premium of any indebtedness secured hereby in such order
as Beneficiary may determine, or (b) to the reimbursement of Trustor's expenses
incurred in the rebuilding and restoration of the Mortgaged
Property.  In the event Beneficiary elects under this subsection (2)
to make any monies available to restore the Mortgaged Property, then all of
conditions  (a) through (i) in subsection (1) above shall apply,
except such conditions which Beneficiary, in its sole discretion, may
waive.

    


    (c)  If any material part of
the Mortgaged Property is damaged or destroyed and the loss is not adequately
covered by insurance proceeds collected or in the process of collection, Trustor
shall deposit, within ten (10) days of the Beneficiary's request therefor, the
amount of the loss not so covered.

    


    (d)  All compensation,
awards, proceeds, damages, claims, insurance recoveries, rights of action and
payments which Trustor may receive or to which Trustor may become entitled with
respect to the Mortgaged Property in the event of a total condemnation or other
total taking of the Mortgaged Property shall be paid over to Beneficiary and
shall be applied first toward reimbursement of all costs and expenses of
Beneficiary in connection with recovery of the same, and then shall be applied
to the payment or prepayment with any applicable prepayment premium of any
indebtedness secured hereby in such order as Beneficiary may determine, until
the indebtedness secured hereby has been paid and satisfied in
full.  Any surplus remaining after payment and satisfaction of the
indebtedness secured hereby shall be paid to Trustor as its interest may then
appear.

    


    (e)  Any application of such
amounts or any portion thereof to any indebtedness secured hereby shall not be
construed to cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to any such default or notice.

    


    (f)  If any part of any
automobile parking areas included within the Mortgaged Property is taken by
condemnation or before such areas are otherwise reduced, Trustor shall provide
parking facilities in kind, size and location to comply with all Leases, and
before making any contract for such substitute parking facilities, Trustor shall
furnish to Beneficiary satisfactory assurance of completion thereof, free of
liens and in conformity with all governmental zoning, land use and environmental
regulations.

    


    1.04  Taxes, Liens and Other
Items.

    


    Trustor shall pay at least ten days
before delinquency, all taxes, bonds, assessments, special assessments, common
area charges, fees, liens, charges, fines, penalties, impositions and any and
all other items which are attributable to or affect the Mortgaged Property and
which may attain a priority over this Deed of Trust by making payment prior to
delinquency directly to the payee thereof, unless Trustor shall be required to
make payment to Beneficiary on account of such items pursuant to Section 1.05
hereof.  Prior to the delinquency of any such taxes or other items,
Trustor shall furnish Beneficiary with receipts indicating such taxes and other
items have been paid.  Trustor shall promptly discharge any lien which
has attained or may attain priority over this Deed of Trust.  In the
event of the passage after the date of this Deed of Trust of any law deducting
from the value of real property for the purposes of taxation any lien thereon,
or changing in any way the laws for the taxation of deeds of trust or debts
secured by deeds of trust for state, federal or any other purposes, or the
manner of the collection of any such taxes, so as to affect this Deed of Trust,
the Beneficiary and holder of the debt which it secures shall have the right to
declare the principal sum and the interest due on a date to be specified by not
less than thirty (30) days written notice to be given to Trustor by Beneficiary;
provided, however, that such election shall be ineffective if Trustor is
permitted by law to pay the whole of such tax in addition to all other payments
required hereunder and if, prior to such specified date, does pay such taxes and
agrees to pay any such tax when hereafter levied or assessed against the
Mortgaged Property, and such agreement shall constitute a modification of this
Deed of Trust.

    



    
      
         


      

      
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    1.05  Funds for Taxes and
Insurance.

    


    If an Event of Default has occurred
under this Deed of Trust or under any of the Related Agreements, regardless of
whether the same has been cured, then thereafter at any time Beneficiary may, at
its option to be exercised upon thirty (30) days' written notice to Trustor,
require the deposit with Beneficiary or its designee by Trustor, at the time of
each payment of an installment of interest or principal under the Note, of an
additional amount sufficient to discharge the obligations of Trustor under
Sections 1.02 and 1.04 hereof as and when they become due.  The
determination of the amount payable and of the fractional part thereof to be
deposited with Beneficiary shall be made by Beneficiary in its sole
discretion.  These amounts shall be held by Beneficiary or its
designee not in trust and not as agent of Trustor and shall not bear interest,
and shall be applied to the payment of the obligations in such order or priority
as Beneficiary shall determine.  If at any time within thirty (30)
days prior to the due date of any of the aforementioned obligations the amounts
then on deposit therefor shall be insufficient for the payment of such
obligation in full, Trustor shall within ten (10) days after demand deposit the
amount of the deficiency with Beneficiary.  If the amounts deposited
are in excess of the actual obligations for which they were deposited,
Beneficiary may refund any such excess, or, at its option, may hold the same in
a reserve account, not in trust and not bearing interest, and reduce
proportionately the required monthly deposits for the ensuing
year.  Nothing herein contained shall be deemed to affect any right or
remedy of Beneficiary under any other provision of this Deed of Trust or under
any statute or rule of law to pay any such amount and to add the amount so paid
to the indebtedness hereby secured.

    


    All amounts so deposited shall be held
by Beneficiary or its designee as additional security for the sums secured by
this Deed of Trust and upon the occurrence of an Event of Default hereunder
Beneficiary may, in its sole and absolute discretion and without regard to the
adequacy of its security hereunder, apply such amounts or any portion thereof to
any part of the indebtedness secured hereby.  Any such application of
said amounts or any portion thereof to any indebtedness secured hereby shall not
be construed to cure or waive any default or notice of default
hereunder.

    


    If Beneficiary requires deposits to be
made pursuant to this Section 1.05, Trustor shall deliver to Beneficiary all tax
bills, bond and assessment statements, statements of insurance premiums, and
statements for any other obligations referred to above as soon as such documents
are received by Trustor.

    


    If Beneficiary sells or assigns this
Deed of Trust, Beneficiary shall have the right to transfer all amounts
deposited under this Section 1.05 to the purchaser or assignee, and Beneficiary
shall thereupon be released and have no further liability hereunder for the
application of such deposits, and Trustor shall look solely to such purchaser or
assignee for such application and for all responsibility relating to such
deposits.

    


    1.06  Assignment of Rents and
Profits.

    


    (a)  All of Trustor's
interest in any Leases or other occupancy agreements pertaining to the Mortgaged
Property now existing or hereafter entered into, and all of the rents,
royalties, issues, profits, revenue, income and other benefits of the Mortgaged
Property arising from the use or enjoyment of all or any portion thereof or from
any Lease or agreement pertaining to occupancy of any portion of the Mortgaged
Property now existing or hereafter entered into whether now due, past due, or to
become due, including all prepaid rents and security deposits, and including
without limitation all present or future rights of Trustor in and to all
operating revenues derived from the operation of the Mortgaged Property (the
"Rents and Profits"), are hereby absolutely, presently and unconditionally
assigned, transferred and conveyed to Beneficiary to be applied by Beneficiary
in payment of the principal and interest and all other sums payable on the Note,
and of all other sums payable under this Deed of Trust subject to the rights of
residential tenants under California Civil Code Section
1950.5(d).  Prior to the occurrence of any Event of Default
(hereinafter defined), Trustor shall have a license to collect and receive all
Rents and Profits, which license shall be terminable at the sole option of
Beneficiary, without regard to the adequacy of its security hereunder and
without notice to or demand upon Trustor, upon the occurrence of any Event of
Default.  It is understood and agreed that neither the foregoing
assignment of Rents and Profits to Beneficiary nor the exercise by Beneficiary
of any of its rights or remedies under Article IV hereof shall be deemed to make
Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in
any manner with respect to the Mortgaged Property or the use, occupancy,
enjoyment or operation of all or any portion thereof, unless and until
Beneficiary,  in person or by agent, assumes
actual  possession thereof.  Nor shall
appointment


    
      
         


      

      
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    of a
receiver for the Mortgaged Property by any court at the request of Beneficiary
or by agreement with Trustor, or the entering into possession of the Mortgaged
Property or any part thereof by such receiver, be deemed to make Beneficiary a
mortgagee-in-possession or otherwise responsible or liable in any manner with
respect to the Mortgaged Property or the use, occupancy, enjoyment or operation
of all or any portion thereof.  Upon the occurrence of any Event of
Default, this shall constitute a direction to and full authority to each lessee
under any Lease and each guarantor of any Lease to pay all Rents and Profits to
Beneficiary without proof of the default relied upon.  Trustor hereby
irrevocably authorizes each lessee and guarantor to rely upon and comply with
any notice or demand by Beneficiary for the payment to Beneficiary of any Rents
and Profits due or to become due.

    


    (b)  Trustor shall apply the
Rents and Profits to the payment of all necessary and reasonable operating costs
and expenses of the Mortgaged Property, debt service on the indebtedness secured
hereby, and a reasonable reserve for future expenses, repairs and replacements
for the Mortgaged Property, before using the Rents and Profits for Trustor's
personal use or any other purpose not for the direct benefit of the Mortgaged
Property.

    


    (c)  Trustor warrants as to
each Lease now covering all or any part of the Mortgaged
Property:  (1) that each Lease is in full force and effect; (2) that
no default exists on the part of the lessees or Trustor under Leases
constituting more than 5%, in the aggregate, of all units in the Mortgaged
Property; (3) that no rent has been collected more than one month in advance;
(4) that no Lease or any interest therein has been previously assigned or
pledged; (5) that no lessee under any Lease has any defense, setoff or
counterclaim against Trustor; (6) that all rent due to date under each Lease has
been collected and no concession has been granted to any lessee in the form of a
waiver, release, reduction, discount or other alteration of rent due or to
become due; and (7) that the interest of the lessee under each Lease is as
lessee only, with no options to purchase or rights of first
refusal.  All the foregoing warranties shall be deemed to be
reaffirmed and to continue until performance in full of the obligations under
this Deed of Trust.

    


    (d)  Trustor shall at all
times perform the obligations of lessor under all such
Leases.  Trustor shall not execute any further assignment of any of
the Rents and Profits or any interest therein or suffer or permit any such
assignment to occur by operation of law.  Trustor shall at any time or
from time to time, upon request of Beneficiary, transfer and assign to
Beneficiary in such form as may be satisfactory to Beneficiary, Trustor's
interest in any Lease, subject to and upon the condition, however, that prior to
the occurrence of any Event of Default hereunder Trustor shall have a license to
collect and receive all Rents and Profits under such Lease upon accrual, but not
prior thereto, as set forth in subsection (a) above.  Whenever
requested by Beneficiary, Trustor shall furnish to Beneficiary a certificate of
Trustor setting forth the names of all lessees under any Leases, the terms of
their respective Leases, the space occupied, the rents payable thereunder, and
the dates through which any and all rents have been paid.

    


    (e)  Without the prior
written consent of Beneficiary, Trustor shall not (1) accept prepayments of rent
exceeding one month under any Leases of any part of the Mortgaged Property; (2)
take any action under or with respect to any such Leases which would decrease
the monetary obligations of the lessee thereunder or otherwise materially
decrease the obligations of the lessee or the rights or remedies of the lessor,
including, without limitation, any reduction in rent or granting of an option to
renew for a term greater than one year; (3) modify or amend any such Leases or,
except where the lessee is in default, cancel or terminate the same or accept a
surrender of the leased premises, provided, however, that Trustor may renew,
modify or amend Leases in the ordinary course of business so long as such
actions do not decrease the monetary obligations of the lessee thereunder, or
otherwise decrease the obligations of the lessee or the rights and remedies of
the lessor; (4) consent to the assignment or subletting of the whole or any
portion of the lessee's interest under any Lease which has a term of more than
five years; (5) create or permit any lien or encumbrance which, upon
foreclosure, would be superior to any such Leases; or (6) in any other manner
impair Beneficiary's rights and interest with respect to the Rents and
Profits.

    


    (f)  Each Lease, or any part
thereof, shall make provision for the attornment of the lessee thereunder to any
person succeeding to the interest of Trustor as the result of any foreclosure or
transfer in lieu of foreclosure hereunder, said provision to be in form and
substance approved by Beneficiary.  If any Lease provides for the
abatement of rent during repair of the demised premises by reason of fire or
other casualty, Trustor shall furnish rental insurance to Beneficiary, the
policies to be in amount and form and written by such companies as shall be
satisfactory to Beneficiary.  Each Lease shall remain in full force
and effect despite any merger of the interest of Trustor and any lessee
thereunder.

    



    
      
         


      

      
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    (g)  Beneficiary shall be
deemed to be the creditor of each lessee in respect of any assignments for the
benefit of creditors and any bankruptcy, arrangement, reorganization,
insolvency, dissolution, receivership or other debtor-relief proceedings
affecting such lessee (without obligation on the part of Beneficiary, however,
to file timely claims in such proceedings or otherwise pursue creditor's rights
therein).  Beneficiary shall have the right to assign Trustor's right,
title and interest in any Leases to any subsequent holder of this Deed of Trust
or any participating interest therein or to any person acquiring title to all or
any part of the Mortgaged Property through foreclosure or
otherwise.  Any subsequent assignee shall have all the rights and
powers herein provided to Beneficiary.  Beneficiary shall have the
authority, as Trustor's attorney-in-fact, such authority being coupled with an
interest and irrevocable, to sign the name of Trustor and to bind Trustor on all
papers and documents relating to the operation, leasing and maintenance of the
Mortgaged Property.

    


    1.07  Security
Agreement.

    


    (a)  This Deed of Trust is
intended to be a security agreement pursuant to the California Uniform
Commercial Code for (a) any and all items of personal property specified above
as part of the Mortgaged Property which, under applicable law, may be subject to
a security interest pursuant to the California Uniform Commercial Code and which
are not herein effectively made part of the real property, (b) any and all items
of property specified above as part of the Mortgaged Property which, under
applicable law, constitute fixtures and may be subject to a security interest
under Section 9334 of the California Uniform Commercial Code; and (c) all rights
of Trustor in and to that certain account in the name of Trustor and maintained
with Builders Control at PO Box 856, Oakland, California 94604-0856, created
pursuant to the Construction Loan Agreement, and all funds held by Beneficiary
on behalf of Trustor in the “Loan in Process Account” created by the
Construction Loan Agreement, together with all interest and proceeds thereof;
and Trustor hereby grants Beneficiary a security interest in said property, all
of which is referred to herein as "Personal Property," and in all additions
thereto, substitutions therefor and proceeds thereof, for the purpose of
securing all indebtedness and other obligations of Trustor now or hereafter
secured by this Deed of Trust, which shall be a paramount and superior lien on
all such Personal Property at all times.  Trustor agrees to execute
and deliver financing and continuation statements covering the Personal Property
from time to time and in such form as Beneficiary may require to perfect and
continue the perfection of Beneficiary's lien or security interest with respect
to said property.  Trustor shall pay all costs of filing such
statements and renewals and releases thereof and shall pay all reasonable costs
and expenses of any record searches for financing statements Beneficiary may
reasonably require.  Upon the occurrence of any default of Trustor
hereunder, Beneficiary shall have the rights and remedies of a secured party
under California Uniform Commercial Code, including, Section 9-604 thereof, as
well as all other rights and remedies available at law or in equity, and, at
Beneficiary's option, Beneficiary may also invoke the remedies provided in
Article IV of this Deed of Trust as to such property.

    


    1.08  Acceleration.

    


    (a)  Trustor acknowledges
that in making the loan evidenced by the Note and this Deed of Trust (the
"Loan"), Beneficiary has relied upon:  (1) Trustor's credit rating;
(2) Trustor's financial stability; and (3) Trustor's experience in owning and
operating real property comparable to the Mortgaged Property.  Without
limiting the obligations of Trustor or the rights and remedies of Beneficiary,
Beneficiary shall have the right, at its option, to declare any indebtedness and
obligations under the Note and this Deed of Trust, irrespective of the maturity
date specified therein, due and payable in full if:  (1) Trustor or
any one or more of the tenants-in-common, joint tenants, or other persons
comprising Trustor sells, enters into a contract of sale, conveys, alienates or
encumbers the Mortgaged Property or any portion thereof or any fractional
undivided interest therein, or suffers Trustor's title or any interest therein
to be divested or encumbered, whether voluntarily or involuntarily, or leases
with an option to sell, or changes or permits to be changed the character or use
of the Mortgaged Property, or drills or extracts or enters into a lease for the
drilling for or extracting of oil, gas or other hydrocarbon substances or any
mineral of any kind or character on the Mortgaged Property; (2) The interest of
any general partner of Trustor (or the interest of any general partner in a
partnership that is a partner) is assigned or transferred; (3) More than
twenty-five percent (25%) of the corporate stock of Trustor (or of any corporate
partner or other corporation comprising Trustor) is sold, transferred or
assigned; (4) There is a change in beneficial ownership with respect to more
than twenty-five percent (25%) of Trustor (if Trustor is a partnership, limited
liability company, trust or other legal entity) or of any partner or
tenant-in-common of Trustor which is a partnership, limited liability company,
trust or other legal entity; (5) a default has occurred hereunder or under the
Note or any Related Agreements and is continuing.  In such case,
Beneficiary or other holder of the Note may exercise any and all of the rights
and remedies and recourses set forth in Article IV herein, and as granted by
law.

    



    
      
         


      

      
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    (b)  In order to allow
Beneficiary to determine whether enforcement of the foregoing provisions is
desirable, Trustor agrees to notify Beneficiary promptly in writing of any
transaction or event described in Clauses 1.08(a) above.  In addition
to other damages and costs resulting from the breach by Trustor of its
obligations under this subsection (b), Trustor acknowledges that failure to give
such notice may damage Beneficiary in an amount equal to not less than the
difference between the interest payable on the indebtedness specified herein,
and the interest and loan fees which Beneficiary could obtain on said sum on the
date that the event of acceleration occurred and was enforceable by Beneficiary
under applicable law.  Trustor shall pay to Beneficiary all damages
Beneficiary sustains by reason of the breach of the covenant of notice set forth
in this subsection (b) and the amount thereof shall be added to the principal of
the Note and shall bear interest and shall be secured by this Deed of
Trust.

    


    (c)  Notwithstanding
subsection 1.08(a) above, Trustor may from time to time replace items of
personal property and fixtures constituting a part of the Mortgaged Property,
provided that:  (1) the replacements for such items of personal
property or fixtures are of equivalent value and quality; and (2) Trustor has
good and clear title to such replacement property free and clear of any and all
liens, encumbrances, security interests, ownership interests, claims of title
(contingent or otherwise), or charges of any kind, or the rights of any
conditional sellers, vendors or any other third parties in or to such
replacement property have been expressly subordinated at no cost to Beneficiary
to the lien of this Deed of Trust in a manner satisfactory to Beneficiary; and
(3) at the option of Beneficiary, Trustor provides at no cost to Beneficiary a
satisfactory opinion of counsel to the effect that this Deed of Trust
constitutes a valid and subsisting first lien on and security
interest in such replacement property and is not subject to being subordinated
or the priority thereof affected under any applicable law, including, but not
limited, to the provisions of Section 9-313 of the California Uniform Commercial
Code.

    


    1.09  Preservation and Maintenance
of Mortgaged Property.

    


    Trustor shall keep the Mortgaged
Property and every part thereof in good condition and repair, and shall not
permit or commit any waste, impairment, or deterioration of the Mortgaged
Property, or commit, suffer or permit any act upon or use of the Mortgaged
Property in violation of law or applicable order of any governmental authority,
whether now existing or hereafter enacted and whether foreseen or unforeseen, or
in violation of any covenants, conditions or restrictions affecting the
Mortgaged Property, or bring or keep any article upon any of the Mortgaged
Property or cause or permit any condition to exist thereon which would be
prohibited by or could invalidate any insurance coverage maintained, or required
hereunder to be maintained, by Trustor on or with respect to any part of the
Mortgaged Property, and Trustor further shall do all other acts which from the
character or use of the Mortgaged Property may be reasonably necessary to
protect the Mortgaged Property.  Trustor shall underpin and support,
when necessary, any building, structure or other improvement situated on the
Mortgaged Property and shall not remove or demolish any building on the
Mortgaged Property.  Trustor shall complete or restore and repair
promptly and in a good workmanlike manner any building, structure or improvement
which may be constructed, damaged or destroyed thereon and pay when due all
claims for labor performed and materials furnished therefor, whether or not
insurance or other proceeds are available to cover in whole or in part the costs
of any such completion, restoration or repair; provided, however, that Trustor
shall not demolish, remove, expand or extend any building, structure or
improvement on the Mortgaged Property, nor construct, restore, add to or alter
any such building, structure or improvement, nor consent to or permit any of the
foregoing to be done, without in each case obtaining the prior written consent
of Beneficiary thereto.

    


    If this Deed of Trust is on a
condominium or a cooperative apartment or planned development project, Trustor
shall perform all of Trustor's obligations under any applicable declaration of
condominium or master deed, or any declaration of covenants, conditions and
restrictions pertaining to any such project, or any by-laws or regulations of
the project or owners' association or constituent documents.

    


    Trustor shall not drill or extract or
enter into any lease for the drilling for or extraction of oil, gas or other
hydrocarbon substances or any mineral of any kind or character on or from the
Mortgaged Property or any part thereof without first obtaining Beneficiary's
written consent.

    


    Unless required by applicable law or
unless Beneficiary has otherwise first agreed in writing, Trustor shall not make
or allow to be made any changes in the nature of the occupancy or use of the
Mortgaged Property or any part thereof for which the Mortgaged Property or such
part was intended at the time this Deed of Trust was delivered.

    



    
      
         


      

      
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    1.10  Financial Statements; Offset
Certificates.

    


    (a)  Trustor, without expense
to Beneficiary, shall, upon receipt of written request from Beneficiary, furnish
to Beneficiary (1) an annual statement of the operation of the Mortgaged
Property prepared and certified by Trustor, showing in reasonable detail
satisfactory to Beneficiary total rents or other proceeds received and total
expenses together with an annual balance sheet and profits and loss statement,
within one hundred twenty (120) days after the close of each fiscal year of
Trustor, beginning with the fiscal year first ending after the date of delivery
of this Deed of Trust, (2) within 30 days after the end of each calendar quarter
(March 31, June 30, September 30, December 31) interim statements of the
operation of the Mortgaged Property showing in reasonable detail satisfactory to
Beneficiary total rents and income received and total expenses, for the previous
quarter, certified by Trustor, and (3) copies of Trustor's annual state and
federal income tax filing within thirty (30) days of filing.  Trustor
shall keep accurate books and records, and allow Beneficiary, its
representatives and agents, upon demand, at any time during normal business
hours, access to such books and records, including any supporting or related
vouchers or papers, shall allow Beneficiary to make extracts or copies of any
thereof, and shall furnish to Beneficiary and its agents convenient facilities
for the audit of any such statements, books and records.

    


    (b)  Trustor, within three
(3) days upon request in person or within five (5) days upon request by mail,
shall furnish a written statement duly acknowledged of all amounts due on any
indebtedness secured hereby, whether for principal or interest on the Note or
otherwise, and stating whether any offsets or defenses exist against the
indebtedness secured by this Deed of Trust and covering such other matters with
respect to any such indebtedness as Beneficiary may reasonably
require.

    


    1.11  Trustee's Costs and
Expenses; Governmental Charges.

    


    Trustor shall pay all costs, fees and
expenses of Trustee, its agents and counsel in connection with the performance
of its duties under this Deed of Trust, including, without limitation, the cost
of any trustee's sale guaranty or other title insurance coverage ordered in
connection with any sale or foreclosure proceedings hereunder, and shall pay all
taxes (except federal and state income taxes) or other governmental charges or
impositions imposed by any governmental authority on Trustee or Beneficiary by
reason of its interest in the Note, or any note evidencing a Future Advance, or
this Deed of Trust.

    


    
      	
              1.12  

            	
              Protection of
      Security; Costs and
Expenses.

            


    

    


    Trustor
agrees that, at any time and from time to time, it will execute and deliver all
such further documents and do all such other acts and things as Beneficiary may
reasonably request in writing in order to protect the security and priority of
the lien created hereby. Trustor further agrees that it will execute such
additional documents or amendments to this Deed of Trust, the Note or the
Related Agreements as Beneficiary may reasonably request to insure that such
documents reflect the party’s agreement with regard to the business terms agreed
upon by the parties hereto.  Trustor shall appear in and defend any
action or proceeding purporting to affect the security hereof or the rights or
powers of the Beneficiary or Trustee, and shall pay all costs and expenses,
including, without limitation, cost of evidence of title and reasonable
attorneys' fees, in any such action or proceeding in which Beneficiary or
Trustee may appear, and in any suit brought by Beneficiary to foreclose this
Deed of Trust or to enforce or establish any other rights or remedies of
Beneficiary hereunder.  If Trustor fails to perform any of the
covenants or agreements contained in this Deed of Trust, or if any action or
proceeding is commenced which affects Beneficiary's interest in the Mortgaged
Property or any part thereof, including, but not limited to, eminent domain,
code enforcement, or proceedings of any nature whatsoever under any federal or
state law, whether now existing or hereafter enacted or amended, relating to
bankruptcy, insolvency, arrangement, reorganization or other form of debtor
relief, or to a decedent, then Beneficiary or Trustee may, but without
obligation to do so and without notice to or demand upon Trustor and without
releasing Trustor from any obligation hereunder, make such appearances,
commence, defend or appear in any such action or proceeding affecting the
Mortgaged Property, pay, contest or compromise any encumbrance, charge or lien
which affects the Mortgaged Property, disburse such sums and take such action as
Beneficiary or Trustee deems necessary or appropriate to protect Beneficiary's
interest, including, but not limited to, disbursement of reasonable attorneys'
fees, entry upon the Mortgaged Property to make repairs or take other action to
protect the security hereof, and payment, purchase, contest or compromise of any
encumbrance, charge or lien which in the judgment of either Beneficiary or
Trustee appears to be


    
      
         


      

      
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    prior or
superior hereto.  Trustor further agrees to pay all reasonable
expenses of Beneficiary (including fees and disbursements of counsel) incident
to the protection of the rights of Beneficiary hereunder, or to enforcement or
collection of payment of the Note or any Future Advances, whether by judicial or
nonjudicial proceedings, or in connection with any bankruptcy, insolvency,
arrangement, reorganization or other debtor relief proceeding of Trustor, or
otherwise.  Any amounts disbursed by Beneficiary or Trustee pursuant
to this Section 1.12 shall be additional indebtedness of Trustor secured by this
Deed of Trust and each of the Related Agreements as of the date of disbursement
and shall bear interest at the rate set forth in the Note.  All such
amounts shall be payable by Trustor immediately without
demand.  Nothing contained in this Section 1.12 shall be construed to
require Beneficiary or Trustee to incur any expense, make any appearance, or
take any other action.

    


    1.13  Fixture
Filing.

    


    This Deed of Trust constitutes a
financing statement filed as a fixture filing in the Official Records of the
County Recorder of the county in which the Mortgaged Property is located with
respect to any and all fixtures included within the term "Mortgaged Property" as
used herein and with respect to any goods or other personal property that may
now be or hereafter become such fixtures.

    


    1.14  Notify Lender of
Default.

    


    Trustor shall notify Beneficiary in
writing within five (5) days of the occurrence of any Event of Default or other
event which, upon the giving of notice or the passage of time or both, would
constitute an Event of Default.

    


    1.15  Management of Mortgaged
Property.

    


    Trustor shall manage the Mortgaged
Property through its own personnel or a third party manager approved by
Beneficiary, and shall not hire, retain or contract with any other third party
for property management services without the prior written approval by
Beneficiary of such party and the terms of its contract for management services;
provided, however, Beneficiary shall not withhold approval of a new manager if
the new manager has a reputation and experience in managing properties similar
to the Mortgaged Property which are greater than or equal to the present
experience and reputation of the current manager.

    


    1.16  Miscellaneous.

    


    Trustor shall:  (a) make or
permit no termination or material amendment of any agreement between Trustor and
a third party relating to the Mortgaged Property or the loan secured hereby
(including, without limitation, the Leases) (the "Third Party Agreements")
without the prior written approval of Beneficiary, except amendments to Leases
permitted by Section 1.06 hereof, (b) perform Trustor's obligations under each
Third Party Agreement, and (c) comply promptly with all governmental
requirements relating to Trustor, the loan secured hereby and the Mortgaged
Property.

    


    


    ARTICLE
II

    REPRESENTATIONS AND
WARRANTIES

    


    To induce the Beneficiary to make the
loan secured hereby, Trustor represents and warrants to Beneficiary, in addition
to any representations and warranties in the Note or any Related Agreements,
that as of the date hereof and throughout the term of the loan secured hereby
until the Note is paid in full and all obligations under this Deed of Trust are
performed:

    


    2.01  Power and
Authority.

    


    Trustor is duly organized and validly
existing, qualified to do business and in good standing in the State of
California and has full power and due authority to execute, deliver and perform
this Deed of Trust, the Note, and any Related Agreements in accordance with
their terms.  Such execution, delivery and performance has been duly
authorized by all necessary trust action and approved by each required
governmental authority or other party.

    



    
      
         


      

      
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    2.02  No Default or
Violations.

    


    No Event of Default (as defined
hereafter) or event which, with notice or passage of time or both, would
constitute an Event of Default ("Unmatured Event of Default") has occurred and
is continuing under this Deed of Trust, the Note, or any of the Related
Agreements.  Trustor is not in violation of any governmental
requirement (including, without limitation, any applicable securities law) or in
default under any agreement to which it is bound, or which affects it or any of
its property, and the execution, delivery and performance of this Deed of Trust,
the Note, or any of the Related Agreements in accordance with their terms and
the use and occupancy of the Mortgaged Property will not violate any
governmental requirement (including, without limitation, any applicable usury
law), or conflict with, be inconsistent with or result in any default under, any
of the provisions of any deed of trust, easement, restriction of record,
contract, document, agreement or instrument of any kind to which any of the
foregoing is bound or which affects it or any of its property, except as
identified in writing and approved by Beneficiary.

    


    2.03  No Limitation or
Governmental Controls.

    


    There are no proceedings of any kind
pending, or, to the knowledge of Trustor, threatened against or affecting
Trustor, the Mortgaged Property (including any attempt or threat by any
governmental authority to condemn or rezone all or any portion of the Mortgaged
Property), any party constituting Trustor or any general partner in any such
party, or involving the validity, enforceability or priority of this Deed of
Trust, the Note or any of the Related Agreements or enjoining or preventing or
threatening to enjoin or prevent the use and occupancy of the Mortgaged Property
or the performance by Beneficiary of its obligations hereunder, and there are no
rent controls, governmental moratoria or environment controls presently in
existence, or, to the knowledge of Trustor, threatened or affecting the
Mortgaged Property, except as identified in writing to, and approved by,
Beneficiary.

    


    2.04  Liens.

    


    Title to the Mortgaged Property, or any
part thereof, is not subject to any liens, encumbrances or defects of any nature
whatsoever, whether or not of record, and whether or not customarily shown on
title insurance policies, except as identified in writing and approved by
Beneficiary.

    


    2.05  Financial and Operating
Statements.

    


    All financial and operating statements
submitted to Beneficiary in connection with this loan secured hereby are true
and correct in all respects, have been prepared in accordance with generally
accepted accounting principles (applied, in the case of any unaudited statement,
on a basis consistent with that of the preceding fiscal year) and fairly present
the respective financial conditions of the subjects thereof and the results of
their operations as of the respective dates shown thereon.  No
materially adverse changes have occurred in the financial conditions and
operations reflected therein since their respective dates, and no additional
borrowings have been made since the date thereof other than the borrowing made
under this Deed of Trust and any other borrowing approved in writing by
Beneficiary.

    


    2.06  Other Statements to
Beneficiary.

    


    Neither this Deed of Trust, the Note,
any Related Agreement, nor any document, agreement, report, schedule, notice or
other writing furnished to the Beneficiary by or on behalf of any party
constituting Trustor, or any general partner of any such party, contains any
omission or misleading or untrue statement of any fact material to any of the
foregoing.

    


    2.07  Third Party
Agreements.

    


    Each Third Party Agreement is
unmodified and in full force and effect and free from default on the part of
each party thereto, and all conditions required to be (or which by their nature
can be) satisfied by any party to date have been satisfied.  Trustor
has not done or said or omitted to do or say anything which would give to any
obligor on any Third Party Agreement any basis for any claims against
Beneficiary or any counterclaim to any claim which might be made by Beneficiary
against such obligor on the basis of any Third Party Agreement.

    


    



    
      
         


      

      
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    ARTICLE
III

    EVENTS OF
DEFAULT

    


    Each of the following shall constitute
an event of default ("Event of Default") hereunder:

    


    3.01  Failure to
make any payment of principal or interest on the Note or any Future Advance,
when and as the same shall become due and payable, whether at maturity or by
acceleration or as part of any prepayment or otherwise, or default in the
performance of any of the covenants or agreements of Trustor contained herein,
or default in the performance of any of the covenants or agreements of Trustor
contained in the Note, or in any note evidencing a Future Advance, or in any of
the Related Agreements, after the expiration of the period of time, if any,
permitted for cure of such default thereunder.

    


    3.02  The
appointment, pursuant to an order of a court of competent jurisdiction, of a
trustee, receiver or liquidator of the Mortgaged Property or any part thereof,
or of Trustor, or any termination or voluntary suspension of the transaction of
business of Trustor, or any attachment, execution or other judicial seizure of
all or any substantial portion of Trustor's assets which attachment, execution
or seizure is not discharged within thirty (30) days.

    


    3.03  Trustor, any
trustee of Trustor, any general partner of Trustor, or any trustee of a general
partner of Trustor (each of which shall constitute "Trustor" for purposes of
this Section 3.03 and Sections 3.04 and 3.05 below) shall file a voluntary case
under any applicable bankruptcy, insolvency, debtor relief, or other similar law
now or hereafter in effect, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Trustor or for any part of the Mortgaged Property
or any substantial part of Trustor's property, or shall make any general
assignment for the benefit of Trustor's creditors, or shall fail generally to
pay Trustor's debts as they become due or shall take any action in furtherance
of any of the foregoing.

    


    3.04  A court having
jurisdiction shall enter a decree or order for relief in respect of the Trustor,
in any involuntary case brought under any bankruptcy, insolvency, debtor relief,
or similar law now or hereafter in effect, or Trustor shall consent to or shall
fail to oppose any such proceeding, or any such court shall enter a decree or
order appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Trustor or for any part of the
Mortgaged Property or any substantial part of the Trustor's property, or
ordering the winding up or liquidation of the affairs of the Trustor, and such
decree or order shall not be dismissed within sixty (60) days after the entry
thereof.

    


    3.05  Default under
the terms of any agreement of guaranty relating to the indebtedness evidenced by
the Note or relating to any Future Advance, or the occurrence of any of the
events enumerated in Sections 3.02, 3.03 or 3.04 with regard to any guarantor of
the Note or any Future Advance, or the revocation, limitation or termination of
the obligations of any guarantor of the Note or any Future Advance, except in
accordance with the express written terms of the instrument of
guaranty.

    


    3.06  The occurrence
of any event or transaction described in subsection 1.08(a) above without the
prior written consent of Beneficiary.

    


    3.07  Without the
prior written consent of Beneficiary in each case, (a) the dissolution or
termination of existence of Trustor, voluntarily or involuntarily; (b) the
amendment or modification in any respect of Trustor's partnership agreement or
its partnership resolutions relating to this transaction; or (c) the
distribution of any of the Trustor's capital, except for distribution of the
proceeds of the loan secured hereby and cash from operations; as used herein,
cash from operations shall mean any cash of the Trustor earned from operation of
the Mortgaged Property, but not from a sale or refinancing of the Mortgaged
Property or from borrowing, available after paying all ordinary and necessary
current expenses of the Trustor, including expenses incurred in the maintenance
of the Mortgaged Property, and after establishing reserves to meet current or
reasonably expected obligations of the Trustor.

    


    3.08  The imposition
of a tax, other than a state or federal income tax, on or payable by Trustee or
Beneficiary by reason of its ownership of the Note, or its ownership of any note
evidencing a Future Advance, or this Deed of Trust, and Trustor not promptly
paying said tax, or it being illegal for Trustor to pay said tax.

    



    
      
         


      

      
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    3.09  Any
representation, warranty, or disclosure made to Beneficiary by Trustor or any
guarantor of any indebtedness secured hereby in connection with or as an
inducement to the making of the loan evidenced by the Note or in connection with
or as an inducement to the making of any Future Advance, or this Deed of Trust
(including, without limitation, the representations and warranties contained in
Article II of this Deed of Trust), or any of the Related Agreements, proving to
be false or misleading in any material respect as of the time the same was made,
whether or not any such representation or disclosure appears as part of this
Deed of Trust.

    


    3.10  Any other
event occurring which, under this Deed of Trust, or under the Note or any note
evidencing a Future Advance, or under any of the Related Agreements constitutes
a default by Trustor hereunder or thereunder or gives Beneficiary the right to
accelerate the maturity of the indebtedness, or any part thereof, secured
hereby.

    


    


    ARTICLE
IV

    REMEDIES

    


    Upon the occurrence of any Event of
Default, Trustee and Beneficiary shall have the following rights and
remedies:

    


    4.01  Acceleration.

    


    Beneficiary may declare the entire
principal amount of the Note and/or any Future Advances then outstanding (if not
then due and payable), and accrued and unpaid interest thereon, and all other
sums or payments required thereunder, to be due and payable immediately, and
notwithstanding the stated maturity in the Note, or any note evidencing any
Future Advance, the principal amount of the Note and/or any Future Advance and
the accrued and unpaid interest thereon and all other sums or payments required
thereunder shall thereupon become and be immediately due and
payable.

    


    4.02  Entry.

    


    Irrespective of whether Beneficiary
exercises the option provided in Section 4.01 above, Beneficiary in person or by
agent or by court-appointed receiver may enter upon, take possession of, manage
and operate the Mortgaged Property or any part thereof and do all things
necessary or appropriate in Beneficiary's sole discretion in connection
therewith, including, without limitation, making and enforcing, and if the same
be subject to modification or cancellation, modifying or canceling Leases upon
such terms or conditions as Beneficiary deems proper, obtaining and evicting
tenants, and fixing or modifying rents, contracting for and making repairs and
alterations, and doing any and all other acts which Beneficiary deems proper to
protect the security hereof; and either with or without so taking possession, in
its own name or in the name of Trustor, sue for or otherwise collect and receive
the Rents and Profits, including those past due and unpaid, and apply the same
less costs and expenses of operation and collection, including reasonable
attorneys' fees, upon any indebtedness secured hereby, and in such order as
Beneficiary may determine.  Upon request of Beneficiary, Trustor shall
assemble and make available to Beneficiary at the site of the real property
covered hereby any of the Mortgaged Property which has been removed
therefrom.  The entering upon and taking possession of the Mortgaged
Property, or any part thereof, and the collection of any Rents and Profits and
the application thereof as aforesaid shall not cure or waive any default
theretofore or thereafter occurring or affect any notice or default hereunder or
invalidate any act done pursuant to any such default or notice, and,
notwithstanding continuance in possession of the Mortgaged Property or any part
thereof by Beneficiary, Trustor or a receiver, and the collection, receipt and
application of the Rents and Profits, Beneficiary shall be entitled to exercise
every right provided for in this Deed of Trust or by law or in equity upon or
after the occurrence of a default, including, without limitation, the right to
exercise the power of sale.  Any of the actions referred to in this
Section 4.02 may be taken by Beneficiary irrespective of whether any notice of
default or election to sell has been given hereunder and without regard to the
adequacy of the security for the indebtedness hereby secured.

    



    
      
         


      

      
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    4.03  Judicial
Action.

    


    Beneficiary may bring an action in any
court of competent jurisdiction to foreclose this instrument or to enforce any
of the covenants and agreements hereof.

    


    4.04  Power of
Sale.

    


    Beneficiary may elect to cause the
Mortgaged Property or any part thereof to be sold under the power of sale herein
granted in any manner permitted by applicable law.  In connection with
any sale or sales hereunder, Beneficiary may elect to treat any of the Mortgaged
Property which consists of a right in action or which is property that can be
severed from the real property covered hereby or any improvements thereon
without causing structural damage thereto as if the same were personal property,
and dispose of the same in accordance with applicable law, separate and apart
from the sale of real property.  Sales hereunder of any personal
property only shall be conducted in any manner permitted by the California
Uniform Commercial Code.  Where the Mortgaged Property consists of
real property and personal property located on or within the real property,
Beneficiary may elect in its discretion to dispose of both the real and personal
property together in one sale pursuant to real property law as permitted by
Section 9-604 of the California Uniform Commercial Code.  Should
Beneficiary elect to sell the Mortgaged Property, or any part thereof, which is
real property or which Beneficiary has elected to treat as real property as
provided above, Beneficiary or Trustee shall give such notice of default and
election to sell as may then be required by law.  Thereafter, upon the
expiration of such time and the giving of such notice of sale as may then be
required by law, and without the necessity of any demand on Trustor, Trustee, at
the time and place specified in the notice of sale, shall sell said real
property or part thereof at public auction to the highest bidder for cash in
lawful money of the United States.  Trustee may, and upon request of
Beneficiary shall, from time to time, postpone any sale hereunder by public
announcement thereof at the time and place noticed therefor.  If the
Mortgaged Property consists of several lots, parcels or items of property,
Beneficiary may:  (a) designate the order in which such lots, parcels
or items shall be offered for sale or sold, or (b) elect to sell such lots,
parcels or items through a single sale, or through two or more successive sales,
or in any other manner Beneficiary deems in its best interest.  Any
person, including Trustor, Trustee or Beneficiary, may purchase at any sale
hereunder, and Beneficiary shall have the right to purchase at any sale
hereunder by crediting upon the bid price the amount of all or any part of the
indebtedness hereby secured.  Should Beneficiary desire that more than
one sale or other disposition of the Mortgaged Property be conducted,
Beneficiary may, at its option, cause the same to be conducted simultaneously,
or successively, on the same day, or at such different days or times and in such
order as Beneficiary may deem to be in its best interests, and no such sale
shall terminate or otherwise affect the lien of this Deed of Trust on any part
of the Mortgaged Property not sold until all indebtedness secured hereby has
been fully paid.  In the event Beneficiary elects to dispose of the
Mortgaged Property through more than one sale, Trustor agrees to pay the costs
and expenses of each such sale and of any judicial proceedings wherein the same
may be made, including reasonable compensation to Trustee and Beneficiary, their
agents and counsel, and to pay all expenses, liabilities and advances made or
incurred by Trustee in connection with such sale or sales, together with
interest on all such advances made by Trustee at the lower of the rate set forth
in the Note, or the maximum rate permitted by law to be charged by
Trustee.  Upon any sale hereunder, Trustee shall execute and deliver
to the purchaser or purchasers a deed or deeds conveying the property so sold,
but without any covenant or warranty whatsoever, express or implied, whereupon
such purchaser or purchasers shall be let into immediate possession; and the
recitals in any such deed or deeds of facts, such as default, the giving of
notice of default and notice of sale, and other facts affecting the regularity
or validity of such sale or disposition, shall be conclusive proof of the truth
of such facts and any such deed or deeds shall be conclusive against all persons
as to such facts recited therein.

    


    4.05  Environmental Default and
Remedies.

    


    In the event that any portion of the
Mortgaged Property is determined to be "environmentally impaired" (as
"environmentally impaired" is defined in California Code of Civil Procedure
Section 726.5(e)(3)) or to be an "affected parcel" (as "affected parcel" is
defined in California Code of Civil Procedure Section 726.5(e)(1)), then,
without otherwise limiting or in any way affecting Beneficiary's or Trustee's
rights and remedies under this Deed of Trust, Beneficiary may elect to exercise
its right under California Code of Civil Procedure Section 726.5(a) to (1) waive
its lien on such environmentally impaired or affected portion of the Mortgaged
Property and (2) exercise (i) the rights and


    
      
         


      

      
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    remedies
of an unsecured creditor, including reduction of its claim against Trustor to
judgment, and (ii) any other rights and remedies permitted by
law.  For purposes of determining Beneficiary's right to proceed as an
unsecured creditor under California Code of Civil Procedure Section 726.5(a),
Trustor shall be deemed to have willfully permitted or acquiesced in a release
or threatened release of hazardous materials, within the meaning of California
Code of Civil Procedure Section 726.5(d)(1), if the release or threatened
release of hazardous materials was knowingly or negligently caused or
contributed to by any lessee, occupant or user of any portion of the Mortgaged
Property and Trustor knew or should have known of the activity by such lessee,
occupant or user which caused or contributed to the release or threatened
release.  All costs and expenses, including, but not limited to,
attorneys' fees, incurred by Beneficiary in connection with any action commenced
under this Section 4.05, including any action required by California Code of
Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged
Property is environmentally impaired, plus interest thereon at the rate
specified in the Note, shall be added to the indebtedness secured by this Deed
of Trust and shall be due and payable to Beneficiary upon its demand made at any
time following the conclusion of such action.

    


    4.06  Proceeds of
Sale.

    


    The proceeds of any sale made under or
by virtue of this Article IV, together with all other sums which then may be
held by Trustee or Beneficiary under this Deed of Trust, whether under the
provisions of this Article IV or otherwise, shall be applied as
follows:

    


    FIRST:  To the
payment of costs and expenses of sale and of any judicial proceedings wherein
the same may be made, including reasonable compensation to Trustee and
Beneficiary, their agents and counsel, and to the payment of all expenses,
liabilities and advances made or incurred by Trustee under this Deed of Trust,
together with interest on all advances made by Trustee at the lower of the
interest rate set forth in the Note or the maximum rate permitted by law to be
charged by Trustee.

    


    SECOND:  To the
payment of any and all sums expended by Beneficiary under the terms of this Deed
of Trust, not then repaid, with accrued interest at the rate set forth in the
Note, and all other sums (except advances of principal and interest thereon)
required to be paid by Trustor pursuant to any provisions of this Deed of Trust,
or the Note, or any note evidencing any Future Advance, or any of the Related
Agreements, including but not limited to all expenses, liabilities and advances
made or incurred by Beneficiary under this Deed of Trust or in connection with
the enforcement thereof, together with interest thereon as herein provided
except for any amounts incurred under or as a result of the Environmental
Agreement.

    


    THIRD:  To the
payment of the entire amount then due, owing or unpaid for principal and
interest upon the Note and any notes evidencing any Future Advances, with
interest on the unpaid principal at the rate set forth therein from the date of
advancement thereof until the same is paid in full.

    


    FOURTH:  To the
payment of any and all expenses, liabilities and advances made or incurred by
Beneficiary under this Deed of Trust or otherwise in connection with the
Environmental Agreement or in connection with the enforcement thereof, together
with interest thereon as herein provided.

    


    FIFTH:  The
remainder, if any, to the person or persons legally entitled
thereto.

    


    4.07  Waiver of
Marshaling.

    


    Trustor, for itself and for all persons
hereafter claiming through or under it or who may at any time hereafter become
holders of liens junior to the lien of this Deed of Trust, hereby expressly
waives and releases all rights to direct the order in which any of the Mortgaged
Property shall be sold in the event of any sale or sales pursuant hereto and to
have any of the Mortgaged Property and/or any other property now or hereafter
constituting security for any of the indebtedness secured by this Deed of Trust
marshaled upon any foreclosure of this Deed of Trust or of any other security
for any of said indebtedness.

    



    
      
         


      

      
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    4.08  Remedies
Cumulative.

    


    No remedy herein conferred upon or
reserved to Trustee or Beneficiary is intended to be exclusive of any other
remedy herein or by law provided, but each shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute.  No delay or omission of Trustee or
Beneficiary to exercise any right or power accruing upon any Event of Default
shall impair any right or power or shall be construed to be a waiver of any
Event of Default or any acquiescence therein; and every power and remedy given
by this Deed of Trust to Trustee or Beneficiary may be exercised from time to
time as often as may be deemed expedient by Trustee or
Beneficiary.  If there exists additional security for the performance
of the obligations secured hereby, the holder of the Note, at its sole option,
and without limiting or affecting any of its rights or remedies hereunder, may
exercise any of the rights and remedies to which it may be entitled hereunder
either concurrently with whatever rights and remedies it may have in connection
with such other security or in such order as it may determine.  Any
application of any amounts or any portion thereof held by Beneficiary at any
time as additional security hereunder, whether pursuant to Section 1.03 or
Section 1.05 hereof or otherwise, to any indebtedness secured hereby shall not
extend or postpone the due dates of any payments due from Trustor to Beneficiary
hereunder or under the Note, any Future Advances or any of the Related
Agreements, or change the amounts of any such payments or otherwise be construed
to cure or waive any default or notice of default hereunder or invalidate any
act done pursuant to any such default or notice.

    


    


    ARTICLE
V

    MISCELLANEOUS

    


    5.01  Severability.

    


    In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Deed of Trust, but
this Deed of Trust shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

    


    5.02  Certain
Charges.

    


    Trustor agrees to pay Beneficiary for
each statement of Beneficiary as to the obligations secured hereby, furnished at
Trustor's request, the maximum fee allowed by law, or if there be no maximum
fee, then such reasonable fee as is charged by Beneficiary as of the time said
statement is furnished.  Trustor further agrees to pay the charges of
Beneficiary for any other service rendered Trustor, or on its behalf, connected
with this Deed of Trust or the indebtedness secured hereby, including, without
limitation, the delivery to an escrow holder of a request for full or partial
reconveyance of this Deed of Trust, transmitting to an escrow holder moneys
secured hereby, changing its records pertaining to this Deed of Trust and
indebtedness secured hereby to show a new owner of the Mortgaged Property, and
replacing an existing policy of insurance held hereunder with another such
policy.

    


    5.03  Notices.

    


    All notices expressly provided
hereunder to be given by Beneficiary to Trustor and all notices and demands of
any kind or nature whatsoever which Trustor may be required or may desire to
give to or serve on Beneficiary shall be in writing and shall be served in
person or by first class or certified mail.  Any such notice or demand
so served by first class or certified mail shall be deposited in the United
States mail, with postage thereon fully prepaid and addressed to the party so to
be served at its address above stated or at such other address of which said
party shall have theretofore notified in writing, as provided above, the party
giving such notice.  Service of any such notice or demand so made
shall be deemed effective on the day of actual delivery as shown by the
addressee's return receipt or the expiration of three business days after the
date of mailing, whichever is the earlier in time, except that service of any
notice of default or notice of sale provided or required by law shall, if
mailed, be deemed effective on the date of mailing.

    



    
      
         


      

      
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    5.04  Trustor Not
Released.

    


    Extension of the time for payment or
modification of the terms of payment of any sums secured by this Deed of Trust
granted by Beneficiary to any successor in interest of Trustor shall not operate
to release, in any manner, the liability of the original
Trustor.  Beneficiary shall not be required to commence proceedings
against such successor or refuse to extend time for payment or otherwise modify
the terms of payment of the sums secured by this Deed of Trust by reason of any
demand made by the original Trustor.  Without affecting the liability
of any person, including Trustor, for the payment of any indebtedness secured
hereby, or the lien of this Deed of Trust on the remainder of the Mortgaged
Property for the full amount of any such indebtedness and liability unpaid,
Beneficiary and Trustee are respectively empowered as
follows:  Beneficiary may from time to time and without notice (a)
release any person liable for the payment of any of the indebtedness, (b) extend
the time or otherwise alter the terms of payment of any of the indebtedness, (c)
accept additional real or personal property of any kind as security therefor,
whether evidenced by deeds of trust, mortgages, security agreement or any other
instruments of security, or (d) alter, substitute or release any property
securing the indebtedness; Trustee may, at any time, and from time to time, upon
the written request of Beneficiary, which Beneficiary may withhold in its sole
discretion (1) consent to the making of any map or plat of the Mortgaged
Property or any part thereof, (2) join in granting any easement or creating any
restriction thereon, (3) join in any subordination or other agreement affecting
this Deed of Trust or the lien or charge hereof, or (4) reconvey, without any
warranty, all or part of the Mortgaged Property.

    


    5.05  Inspection.

    


    Beneficiary may at any reasonable time
or times make or cause to be made entry upon and inspection of the Mortgaged
Property or any part thereof in person or by agent.

    


    5.06  Reconveyance.

    


    Upon the payment in full of all sums
secured by this Deed of Trust, Beneficiary shall request Trustee to reconvey the
Mortgaged Property and shall surrender this Deed of Trust and all notes
evidencing indebtedness secured by this Deed of Trust to
Trustee.  Upon payment of its fees and any other sums owing to it
under this Deed of Trust, Trustee shall reconvey the Mortgaged Property without
warranty to the person or persons legally entitled thereto.  Trustor
shall pay all costs of recordation, if any.  The recitals in such
conveyance of any matters of facts shall be conclusive proof of the truthfulness
thereof.  The grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."  Five years after
issuance of such full reconveyance, Trustee may destroy said notes and this Deed
of Trust unless otherwise directed by Beneficiary.

    


    5.07  Statute of
Limitations.

    


    The pleading of any statute of
limitations as a defense to any and all obligations secured by this Deed of
Trust is hereby waived to the fullest extent permitted by law.

    


    5.08  Interpretation.

    


    Wherever used in this Deed of Trust,
unless the context otherwise indicates a contrary intent, or unless otherwise
specifically provided herein, the word "Trustor" shall mean and include both
Trustor and any subsequent owner or owners of the Mortgaged Property, and the
word "Beneficiary" shall mean and include not only the original Beneficiary
hereunder but also any future owner and holder, including pledgees, of the Note
secured hereby.  In this Deed of Trust whenever the context so
requires, the masculine gender includes the feminine and/or neuter, and the
neuter includes the feminine and/or masculine, and the singular number includes
the plural and conversely.  In this Deed of Trust, the use of the word
"including" shall not be deemed to limit the generality of the term or clause to
which it has reference, whether or not non-limiting language (such as "without
limitation," or "but not limited to," or words of similar import) is used with
reference thereto, but rather shall be deemed to include any word which could
reasonably fall within the broadest possible scope of such general statement,
term or matter.  The captions and headings of the Articles and
Sections of this Deed of Trust are for convenience only and are not to be used
to interpret, define or limit the provisions of this Deed of Trust.

    



    
      
         


      

      
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    5.09  Consent; Delegation to
Sub-Agents.

    


    The granting or withholding of consent
by Beneficiary to any transaction as required by the terms hereof shall not be
deemed a waiver of the right to require consent to future or successive
transactions.  Wherever a power of attorney is conferred upon
Beneficiary hereunder, it is understood and agreed that such power is conferred
with full power of substitution, and Beneficiary may elect in its sole
discretion to exercise such power itself or to delegate such power, or any part
thereof, to one or more sub-agents.

    


    5.10  Successors and
Assigns.

    


    All of the grants, obligations,
covenants, agreements, terms, provisions and conditions herein shall run with
the land and shall apply to, bind and inure to the benefit of, the heirs,
administrators, executors, legal representatives, successors and assigns of
Trustor and the successors in trust of Trustee and the endorsees, transferees,
successors and assigns of Beneficiary.  In the event Trustor is
composed of more than one party, the obligations, covenants, agreements, and
warranties contained herein as well as the obligations arising therefrom are and
shall be joint and several as to each such party.

    


    5.11  Governing
Law.

    


    The loan secured by this Deed of Trust
is made pursuant to, and shall be construed and governed by, the laws of the
State of California and the rules and regulations promulgated
thereunder.

    


    5.12  Substitution of
Trustee.

    


    Beneficiary may remove Trustee at any
time or from time to time and appoint a successor trustee, and upon such
appointment, all powers, rights, duties and authority of Trustee, as aforesaid,
shall thereupon become vested in such successor.  Such substitute
trustee shall be appointed by written instrument duly recorded in the county or
counties where the real property covered hereby is located, which appointment
may be executed by any authorized agent of Beneficiary or in any other manner
permitted by applicable law.

    


    5.13  No
Waiver.

    


    No failure or delay by Beneficiary in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  No waiver, consent
or approval of any kind by Beneficiary shall be effective unless contained in
writing signed and delivered by Beneficiary.  No notice to or demand
on Trustor in any case shall entitle Trustor to any other notice or demand in
similar or other circumstances, nor shall such notice or demand constitute a
waiver of the rights of Beneficiary to any other or further
actions.

    


    5.14  Beneficiary Not Partner of
Trustor; Trustor to Indemnify Beneficiary.

    


    The exercise by Beneficiary of any of
its rights, privileges or remedies conferred hereunder or under the Note or any
other Related Agreements or under applicable law, shall not be deemed to render
Beneficiary a partner or a co-venturer with the Trustor or with any other
person.  Any and all of such actions will be exercised by Beneficiary
solely in furtherance of its role as a secured lender advancing funds for use by
the Trustor as provided in this Deed of Trust.  Trustor shall
indemnify Beneficiary against any claim by any third party for any injury,
damage or liability of any kind arising out of any failure of Trustor to perform
its obligations in this transaction, shall notify Beneficiary of any lawsuit
based on such claim, and at Beneficiary's election, shall defend Beneficiary
therein at Trustor's own expense by counsel satisfactory to Beneficiary or shall
pay the Beneficiary's cost and attorneys' fees if Beneficiary chooses to defend
itself on any such claim.

    


    5.15  Time of
Essence.

    


    Time is declared to be of the essence
in this Deed of Trust, the Note and any Related Agreements and of every part
hereof and thereof.

    



    
      
         


      

      
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    5.16  Entire
Agreement.

    


    Once the Note, this Deed of Trust, and
all of the other Related Agreements, if any, have been executed, all of the
foregoing constitutes the entire agreement between the parties hereto and none
of the foregoing may be modified or amended in any manner other than by
supplemental written agreement executed by the parties hereto; provided,
however, that all written and oral representations of Trustor, and of any
partner, principal or agent of Trustor, previously made to Beneficiary shall be
deemed to have been made to induce Beneficiary to make the loan secured hereby
and to enter into the transaction evidenced hereby and by the Note and the
Related Agreements, and shall survive the execution hereof and the closing
pursuant hereto.  This Deed of Trust cannot be changed or modified
except by written agreement signed by both Trustor and Beneficiary.

    


    5.17  No Third Party
Benefits.

    


    This Deed of Trust, the Note and the
other Related Agreements, if any, are made for the sole benefit of Trustor and
Beneficiary and their successors and assigns, and convey no other legal interest
to any party under or by reason of any of the foregoing.  Whether or
not Beneficiary elects to employ any or all of the rights, powers or remedies
available to it under any of the foregoing, Beneficiary shall have no obligation
or liability of any kind to any third party by reason of any of the foregoing or
any of Beneficiary's actions or omissions pursuant thereto or otherwise in
connection with this transaction.

    


    


    REQUEST FOR
NOTICES

    


    Trustor hereby requests that a copy of
any Notice of Default and Notice of Sale as may be required by law be mailed to
Trustor at its address above stated.

    


    IN WITNESS WHEREOF, Trustor has
executed this Deed of Trust as of the day and year first hereinabove
written.

    


    TRUSTOR:                                _________________________________

    


    


    _________________________________


    
      
         


      

      
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    EXHIBIT
A

    DESCRIPTION
OF THE PROPERTY

    


    


    



    
      
         


      

      
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    STATE OF
CALIFORNIA                                                                )

    


    COUNTY OF
________________________)

    


    On __________________, 20___ before me,
___________________________, a Notary Public, personally appeared
_______________________________________________________,

    who
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.

    


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

    


    WITNESS
my hand and official seal.

    


    


    ___________________________________
(SEAL)

    (Notary Public Signature)

    


    


    


    


    STATE OF
CALIFORNIA                                                                )

    


    COUNTY OF
________________________)

    


    On __________________, 20___ before me,
___________________________, a Notary Public, personally appeared
_______________________________________________________,

    who
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.

    


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

    


    WITNESS
my hand and official seal.

    


    


    ___________________________________
(SEAL)

    (Notary Public Signature)

    


    



    
      
         


      

      
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