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20]205288
<br />all of the foregoing factors to determine the amount of its credit bid; (B) this Section does not impose
<br />upon Beneficiary any additional obligations that are not imposed by law at the time the credit bid is made;
<br />(C) the amount of Beneficiary's credit bid need not have any relation to any loan -to -value ratios specified
<br />in any agreement between Trustor and Beneficiary or previously discussed by Trustor and Beneficiary;
<br />and (D) Beneficiary's credit bid may be, at Beneficiary's sole discretion, higher or lower than any
<br />appraised value of the Subject Property.
<br />5.3 Application of Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of
<br />Trustee, and of this trust, including costs of evidence of title and attorneys' fees in connection with a sale,
<br />all proceeds of any foreclosure sale shall be applied first, to payment of all Secured Obligations (including
<br />without limitation, all sums expended by Beneficiary under the terms hereof and not then repaid, with
<br />accrued interest at the highest rate per annum payable under any Secured Obligation), in such order and
<br />amounts as Beneficiary in its sole discretion shall determine; and the remainder, if any, to the person or
<br />persons legally entitled thereto.
<br />5.4 Application of Other Sums. All Rents or other sums received by Beneficiary or any agent or
<br />receiver hereunder, less all costs and expenses incurred by Beneficiary or such agent or receiver,
<br />including reasonable attorneys' fees, shall be applied to payment of the Secured Obligations in such order
<br />as Beneficiary shall determine in its sole discretion, provided however, that Beneficiary shall have no
<br />liability for funds not actually received by Beneficiary.
<br />5.5 No Cure or Waiver. Neither Beneficiary's, Trustee's or any receiver's entry upon and taking
<br />possession of the Subject Property, nor any collection of Rents, insurance proceeds, condemnation
<br />proceeds or damages, other security or proceeds of other security, or other sums, nor the application of
<br />any collected sum to any Secured Obligation, nor the exercise of any other right or remedy by
<br />Beneficiary, Trustee or any receiver shall impair the status of the security of this Deed of Trust, or cure or
<br />waive any breach, Default or notice of default under this Deed of Trust, or nullify the effect of any notice of
<br />default or sale (unless all Secured Obligations and any other sums then due hereunder have been paid in
<br />full and Trustor has cured all other Defaults), or prejudice Beneficiary or Trustee in the exercise of any
<br />right or remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease or option of the
<br />Subject Property or a subordination of the lien of this Deed of Trust.
<br />5.6 Costs Expenses and Attorneys' Fees. Trustor agrees to pay to Beneficiary immediately
<br />upon demand the full amount of all payments, advances, charges, costs and expenses, including court
<br />costs and reasonable attorneys' fees (to include outside counsel fees and all allocated costs of
<br />Beneficiary's in-house counsel), expended or incurred by Trustee or Beneficiary pursuant to this Article V,
<br />whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any
<br />of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any
<br />adversary proceeding, contested matter or motion brought by Beneficiary or any other person) relating to
<br />Trustor or in any way affecting any of the Subject Property or Beneficiary's ability to exercise any of its
<br />rights or remedies with respect thereto. All of the foregoing shall be paid by Trustor with interest from the
<br />date of demand until paid in full at the highest rate per annum payable under any Secured Obligation.
<br />5.7 Power to File Notices and Cure Defaults. Trustor hereby irrevocably appoints Beneficiary
<br />and its successors and assigns as Trustor's true attorney-in-fact to perform any of the following powers,
<br />which agency is coupled with an interest, upon the occurrence of any event, act or omission which with
<br />the giving of notice or the passage of time, or both, would constitute a Default, to execute and/or record
<br />any notices of completion, cessation of labor, or any other notices that Beneficiary deems appropriate to
<br />protect Beneficiary's interest; and to perform any obligation of Trustor hereunder; provided however, that
<br />Beneficiary, as such attorney-in-fact, shall only be accountable for such funds as are actually received by
<br />Beneficiary, and Beneficiary shall not be liable to Trustor or any other person or entity for any failure to
<br />act under this Section.
<br />COMMNETEED_NE.DOC (Rev. 02/10) -13-
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