CEMEX Materials Pacific LLC 4/5/2017

agreement related to the Collateral or under this Deed of Trust; or(ii)any loss sustained by Grantor or any third party resulting from any act or omission of Beneficiary in managing the Project, unless the loss is caused by the willful misconduct or gross negligence of Beneficiary. Grantor hereby expressly waives and releases all liability of the types described above,and agrees that no such liability shall be asserted against or imposed upon Beneficiary. 6.11.4 Payment by Grantor. Grantor shall fulfill all obligations to pay money arising under this Section immediately upon demand by Trustee or Beneficiary. 6.12 Permitted Actions of Beneficiary andlor Trustee. 6.12.1 Releases, Extensions, Modification, and Additional Security. From time to time, Beneficiary may perform any of the following acts without incurring any liability or giving notice to any person: (i)release any person liable for payment of any Secured Obligation; (ii)extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation; (iii)accept additional real or personal property of any kind as security for any Secured Obligation;or(iv)alter,substitute,or release all or any portion of the Collateral. 6.12.2 Additional Actions. From time to time Beneficiary, or Trustee when requested to do so by Beneficiary in writing, may perform any of the following acts without incurring any liability or giving notice to any person and without affecting the personal liability of any person for payment of the Secured Obligation: (i)consent to the making of any plat or map of the Project or any part of it; (ii)join in granting any easement or creating any covenant or restriction affecting the Project; (iii)join in any extension, subordination, or other agreement affecting this Deed of Trust or the lien of it; or (iv)reconvey the Collateral or any part of it without any warranty. 6.13 Full Reconveyance. When the Secured Obligation has been satisfied, Beneficiary shall request Trustee in writing to reconvey the Collateral, and shall surrender this Deed of Trust to Trustee. When Trustee receives Beneficiary's written request for reconveyance and all reconveyance fees, recording fees, or other fees and expenses owing to it by Grantor hereunder,Trustee shall reconvey the Collateral,or so much of it as is then held under this Deed of Trust, without warranty to the person or persons legally entitled to it. In the reconveyance, the grantee may be described as "the person or persons legally entitled thereto," and the recitals of any matters or facts shall be conclusive proof of their truthfulness. Neither Beneficiary nor Trustee shall have any duty to determine the right of persons claiming to be rightful grantees of any reconveyance. 6.14 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances,whether released of record or not,that are discharged in whole or in part by Beneficiary in its sole discretion. 6.15 Notice of Change. Grantor shall give Beneficiary prior written notice of any change in: (i)the location of its place of business or its chief executive office if it has more than one place of business; (ii)the location of any of the Collateral, including the Books and Records; and (iii)Grantor's name or business structure. Unless approved by Beneficiary in writing, all Collateral that consists of personal property (other than the Books and Records) will be located at the Project and all Books and Records will be located at Grantor's place of business, or chief executive office if Grantor has more than one place of business. 7. DEFAULTS AND REMEDIES. 7.1 Events of Default. The occurrence of any one or more of the following shall constitute an"Event of Default': 7.1.1 Development Agreement or Amendment. The default by Grantor to pay the Lot 1 Profit Payment to Beneficiary as required under Part One of the Development Agreement as amended by the Everett Deed of Trust—Lot 1 Page 11 ND:19652.017 4822-1832-5829v1