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<br />Beneficiary concurrently or successively and in one or several consolidated or independent judicial
<br />actions or lawfully taken non - judicial proceedings, or both, and to apply the proceeds received in
<br />accordance with the Section hereof entitled Application of Foreclosure Sale Proceeds, all in such order
<br />and manner as Beneficiary shall determine in its sole discretion.
<br />(h) Upon sale of the Real Property at any judicial or non - judicial foreclosure, Beneficiary may credit bid
<br />(as determined by Beneficiary in its sole discretion) to the extent allowed by law, all or any portion of the
<br />Secured Obligations. In determining such credit bid, to the extent allowed by law, Beneficiary may, but is .
<br />not obligated to, take into account all or any of the following: (i) appraisals of the Real Property as such
<br />appraisals may be discounted or adjusted by Beneficiary in its sole underwriting discretion; (ii) expenses
<br />and costs incurred by Beneficiary with respect to the Real Property prior to foreclosure; (iii) expenses
<br />and costs which Beneficiary anticipates will be incurred with respect to the Real Property after
<br />foreclosure, but prior to resale, including without limitation, costs of structural reports and other due
<br />diligence, costs to carry the Real Property prior to resale, costs of resale (e.g., commissions, attorneys'
<br />fees, and taxes), Hazardous Materials clean -up and monitoring, deferred maintenance, repair,
<br />refurbishment and retrofit, and costs of defending or settling litigation affecting the Real Property; (iv)
<br />declining trends in real property values generally and with respect to properties similar to the Real
<br />Property; (v) anticipated discounts upon resale of the Real Property as a distressed or foreclosed
<br />property; (vi) the existence of additional collateral, if any, for the Secured Obligations; and (vii) such
<br />other factors or matters that Beneficiary deems appropriate. Trustor acknowledges and agrees that: (A)
<br />Beneficiary is not required to use any or all of the foregoing factors to determine the amount of its credit
<br />bid; (B) this Section does not impose upon Beneficiary any additional obligations that are not imposed
<br />by law at the time the credit bid is made; (C) the amount of Beneficiary's credit bid need not have any
<br />relation to any loan -to -value ratios specified in any agreement between Trustor and Beneficiary or
<br />previously discussed by Trustor and Beneficiary; and (D) Beneficiary's credit bid may be, at Beneficiary's
<br />sole discretion, higher or lower than any appraised value of the Real Property.
<br />5.3 Application of Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of Trustee,
<br />and of this trust, including costs of evidence of title and attorneys' fees in connection with a foreclosure
<br />sale, all proceeds of any foreclosure sale shall be applied first, to payment of all Secured Obligations
<br />(including without limitation, all sums expended by Beneficiary under the terms hereof and not then
<br />repaid, with accrued interest at the highest rate per annum payable under any Secured Obligation), in
<br />such order and amounts as Beneficiary in its sole discretion shall determine; and the remainder, if any,
<br />to the person or persons legally entitled thereto.
<br />5.4 Application of Other Sums. All Rents or other sums received by Beneficiary or any agent or receiver
<br />hereunder, less all costs and expenses incurred by Beneficiary or such agent or receiver, including' Y.
<br />reasonable attorneys' fees, shall be applied to payment of the Secured Obligations in such order as
<br />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 Real 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
<br />or waive any breach, Default or notice of default under this Deed of Trust, or nullify the effect of any
<br />notice of default or sale (unless all Secured Obligations and any other sums then due hereunder have
<br />been paid in full and Trustor has cured all other Defaults), or prejudice Beneficiary or Trustee in the
<br />exercise of any right or remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease
<br />DeedOfTrust -NE Job 2027330610- 1966041276 Term Loan Vers.1 05/15/2015 Page 14 of 20
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