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201107605 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 the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Grantor at least ten (10) days prior to any action under the UCC shall constitute reason- able notice to Grantor. In the event of any conflict or inconsistency between the terms of this Deed of Trust and the terms of the Security Agreement with respect to the collateral covered both therein and herein, the Security Agreement shall control and govern to the extent of any such conflict or inconsis- tency . Section 7.2 Financing Statements. Grantor shall prepare and deliver (or prior to the date hereof has prepared and delivered) to Beneficiary such financing statements, and shall execute and deliver to Beneficiary such other documents, instruments and further assurances, in each case in form and substance satisfactory to Beneficiary, as Beneficiary may, from time to time, reasonably consider neces- sary to create, perfect and preserve Beneficiary's security interest hereunder Grantor 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 such security interest. Grantor represents and warrants to Beneficiary that Grantor's jurisdiction of organization is accurately set forth in the preamble to this Deed of Trust. After the date of this Deed of Trust, Grantor 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 giving at feast thirty (30) days' prior written notice to Beneficiary. Section 7.3 Fixture Filing. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures The information provided in this Section 7.3 is provided so that this Deed of Trust shall comply with the re- quirements of the UCC for a mortgage instrument to be filed as a financing statement Grantor is the "Debtor" and its name and mailing address are set forth in the preamble of this Deed of Trust immediately preceding Article 1. Beneficiary is the "Secured Party" and its name and mailing address from which information concerning the security interest granted herein may be obtained are also set forth in the pre- amble of this Deed of Trust immediately preceding Article 1, A statement describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in Section 1.1(e) of this Deed of Trust. Grantor represents and warrants to Beneficiary that Grantor is the record owner of the Mortgaged Property, and the organizational identification number of Grantor is accurately set forth in the preamble to this Deed of Trust. ARTICLE 8 CONCERNING. THE TRUSTEE Section 8.1 Certain Rights. With the approval of Beneficiary, Trustee shall have the right to select, employ and consult with counsel. Trustee shall have the right to rely on any instru- ment, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine. Trustee shall be entitled to reimbursement for ac- tual, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for- Trustee's services hereunder as shall be rendered. Grantor shall, from time to time, pay the compensa- tion due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harm- less against, all liability and reasonable expenses which may be incurred by it in the performance of its duties, including those arising from joint, concurrent, or comparative negligence of Trustee; provided, however, that Grantor shall not be liable under such indemnification to the extent such liability or ex- penses result solely from Trustee's gross negligence or willful misconduct. Grantor's obligations under this Section 8.1 shall not be reduced or impaired by principles of comparative or contributory negligence. -11-