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200313159 In the event of a foreclosure of this Deed of Trust whether by exercise of the power of sale or by judicial proceeding (hereinafter referred to as "Foreclosure ") or any acquisition of the Premises by Beneficiary, all such policies and any proceeds payable therefrom, whether payable before or after a Foreclosure sale, or during the period of redemption, if any, shall become the absolute property of Beneficiary to be utilized at its discretion. In the event of Foreclosure or the failure to obtain and keep any required insurance, Trustor empowers Beneficiary to effect insurance upon the Premises at Trustor's expense and for the benefit of Beneficiary in the amounts and types aforesaid for a period of time covering the time lapse of insurance including lapse during redemption from Foreclosure sale, and if necessary, to cancel any or all existing insurance policies. Trustor agrees to furnish Beneficiary copies of all inspection reports and insurance recommendations received by Trustor from any insurer. Beneficiary makes no representations that the above insurance requirements are adequate protection for a prudent mortgagor. SECTION 3.2 Escrows. If required by Beneficiary, Trustor shall deposit with Beneficiary, or at Beneficiary's request, with its servicing agent, on the first day of each and every month, commencing with the date the first payment of interest and/or principal and interest shall become due on the Indebtedness, a deposit to pay the Impositions and insurance premiums (hereinafter collectively referred to as the "Charges ") in an amount equal to: (a) One - twelfth (1/12) of the annual Impositions next to become due upon the - Premises; provided that, with the first such deposit, there shall be deposited in addition an amount as estimated by Beneficiary which, when added to monthly deposits to be made thereafter as provided for herein, shall assure to Beneficiary's satisfaction that there will be sufficient funds on deposit to pay the Impositions as they come due; plus (b) One - twelfth (1/12) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such deposit there shall be deposited, in addition, an amount equal to one - twelfth (1/12) of such annual insurance premiums multiplied by the number of months elapsed between the date premiums on each policy were last paid to and including the date of deposit; provided that the amount of such deposits shall be based upon Beneficiary's estimate as to the amount of Impositions and premiums of insurance next to be payable and may require that the full amount of such payment will be available to Beneficiary at least one month in advance of the due date. Beneficiary will, upon timely presentation to Beneficiary by Trustor of the bills therefor, pay the Charges from such deposits. Trustor agrees to cooperate and assist in obtaining of tax bills when requested by Beneficiary. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Trustor shall immediately pay to Beneficiary on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited towards subsequent Charges. 15311/53;09/30/03 - 11 -