FORECLOSURE
ACTION WITH RESPECT TO THIS DEED OF TRUST, MAKING FORMAL DEMAND FOR THE RENTS,
OBTAINING THE APPOINTMENT OF A RECEIVER OR TAKING ANY OTHER AFFIRMATIVE ACTION.
SECTION 5.3
BANKRUPTCY PROVISIONS.
WITHOUT LIMITATION OF THE
ABSOLUTE NATURE OF THE ASSIGNMENT OF THE RENTS HEREUNDER, TRUSTOR AND
BENEFICIARY AGREE THAT (A) THIS DEED OF TRUST SHALL CONSTITUTE A "SECURITY
AGREEMENT" FOR PURPOSES OF SECTION 552(B) OF THE BANKRUPTCY CODE, (B) THE
SECURITY INTEREST CREATED BY THIS DEED OF TRUST EXTENDS TO PROPERTY OF TRUSTOR
THAT COMPRISES THE TRUST PROPERTY AND WAS ACQUIRED BEFORE THE COMMENCEMENT OF A
CASE IN BANKRUPTCY AND TO ALL AMOUNTS PAID AS RENTS AND (C) SUCH SECURITY
INTEREST SHALL EXTEND TO ALL RENTS ACQUIRED BY THE ESTATE AFTER THE COMMENCEMENT
OF ANY CASE IN BANKRUPTCY.
SECTION 5.4
NO MERGER OF ESTATES.
SO LONG AS PART OF THE SECURED
OBLIGATIONS REMAIN UNPAID AND UNDISCHARGED, THE FEE AND LEASEHOLD ESTATES TO THE
TRUST PROPERTY SHALL NOT MERGE, BUT
7
SHALL REMAIN SEPARATE AND DISTINCT, NOTWITHSTANDING THE UNION OF SUCH ESTATES
EITHER IN TRUSTOR, BENEFICIARY, ANY TENANT OR ANY THIRD PARTY BY PURCHASE OR
OTHERWISE.
ARTICLE 6
SECURITY AGREEMENT
SECTION 6.1
SECURITY INTEREST.
THIS DEED OF TRUST CONSTITUTES A
"SECURITY AGREEMENT" ON ALL TRUST PROPERTY, A SECURITY INTEREST IN WHICH MAY BE
PERFECTED BY THE FILING OF A FINANCING STATEMENT, TO SECURE THE PAYMENT OF THE
OBLIGATIONS AND PERFORMANCE OF THE SECURED OBLIGATIONS, AND AGREES THAT
BENEFICIARY SHALL HAVE ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE
UCC WITH RESPECT TO SUCH PROPERTY.
ANY NOTICE OF SALE, DISPOSITION OR OTHER
INTENDED ACTION BY BENEFICIARY WITH RESPECT TO ANY SUCH COLLATERAL (AS DEFINED
IN THE SECURITY AGREEMENT) SENT TO TRUSTOR AT LEAST TEN (10) DAYS PRIOR TO ANY
ACTION UNDER THE UCC SHALL CONSTITUTE REASONABLE NOTICE TO TRUSTOR.
IF ANY
CONFLICT OR INCONSISTENCY EXISTS BETWEEN THIS DEED OF TRUST AND THE SECURITY
AGREEMENT AS TO ANY PORTION OF THE TRUST PROPERTY CONSTITUTING "COLLATERAL" (AS
DEFINED IN THE SECURITY AGREEMENT), THE SECURITY AGREEMENT SHALL CONTROL.
SECTION 6.2
FINANCING STATEMENTS.
TRUSTOR SHALL PREPARE AND DELIVER
TO BENEFICIARY SUCH FINANCING STATEMENTS, AND SHALL EXECUTE AND DELIVER TO
BENEFICIARY SUCH DOCUMENTS, INSTRUMENTS AND FURTHER ASSURANCES, IN EACH CASE IN
FORM AND SUBSTANCE SATISFACTORY TO BENEFICIARY, AS BENEFICIARY MAY, FROM TIME TO
TIME, REASONABLY CONSIDER NECESSARY TO CREATE, PERFECT AND PRESERVE
BENEFICIARY'S SECURITY INTEREST HEREUNDER.
TRUSTOR HEREBY IRREVOCABLY
AUTHORIZES BENEFICIARY TO CAUSE FINANCING STATEMENTS (AND AMENDMENTS THERETO AND
CONTINUATIONS THEREOF) AND ANY SUCH DOCUMENTS, INSTRUMENTS AND ASSURANCES TO BE
RECORDED AND FILED, AT SUCH TIMES AND PLACES AS MAY BE REQUIRED OR PERMITTED BY
LAW TO SO CREATE, PERFECT AND PRESERVE BENEFICIARY'S SECURITY INTEREST IN THE
TRUST PROPERTY HEREUNDER.
TRUSTOR REPRESENTS AND WARRANTS TO BENEFICIARY THAT
TRUSTOR'S JURISDICTION OF ORGANIZATION IS THE STATE OF DELAWARE.
AFTER THE DATE
OF THIS DEED OF TRUST, TRUSTOR SHALL NOT CHANGE ITS NAME, TYPE OF ORGANIZATION,
ORGANIZATIONAL IDENTIFICATION NUMBER (IF ANY), JURISDICTION OF ORGANIZATION OR
LOCATION (WITHIN THE MEANING OF THE UCC) WITHOUT COMPLYING IN FULL