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200411880 <br />which the Trust Property shall have been sold), the cost of removing any <br />Permitted Encumbrance (except any Permitted Encumbrance subject to which the <br />Trust Property was sold) and the payment of the Trustees fees actually incurred, <br />not to exceed the amount which may be provided for in this Deed of Trust; <br />Second: to the Beneficiary for distribution to the Secured Parties to be <br />applied to the Obligations owed to them; <br />Third: to the payment of junior deeds of trust, mortgages or other <br />lienholders; and <br />Fourth: to any person legally entitled thereto. <br />The Beneficiary shall have absolute discretion as to the time of application of any such <br />proceeds, moneys or balances in accordance with this Deed of Trust. Upon any sale of <br />the Trust Property by the Trustee (including pursuant to a power of sale granted by <br />statute or under a judicial proceeding), the receipt of the Trustee (or Beneficiary) or of the <br />officer making the sale shall be a sufficient discharge to the purchaser or purchasers of <br />the Trust Property so sold and such purchaser or purchasers shall not be obligated to see <br />to the application of any part of the purchase money paid over to the Beneficiary or such <br />officer or be answerable in any way for the misapplication thereof. <br />SECTION 2.09. Grantor as Tenant Holding Over. If Grantor remains in <br />possession of any of the Trust Property after any foreclosure sale by Trustee or <br />Beneficiary, at Beneficiary's election Grantor shall be deemed a tenant holding over and <br />shall forthwith surrender possession to the purchaser or purchasers at such sale or be <br />summarily dispossessed or evicted according to provisions of law applicable to tenants <br />holding over. <br />SECTION 2.10. Waiver of Appraisement, Valuation, Stay, Extension and <br />Redemption Laws. (a) Grantor will not object to any sale of the Trust Property in its <br />entirety pursuant to Section 2.06, and for itself and all who may claim under it, Grantor <br />waives, to the extent that it lawfully may, all right to have the Trust Property marshaled <br />or to have the Trust Property sold as separate estates, parcels, tracts or units in the event <br />of any foreclosure of this Deed of Trust. <br />(b) To the full extent permitted by the law of the state wherein the Trust <br />Property is located or other applicable law, neither Grantor nor anyone claiming through <br />or under it shall or will set up, claim or seek to take advantage of any appraisement, <br />valuation, stay, extension, homestead - exemption or redemption laws now or hereafter in <br />force in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, <br />the absolute sale of the Trust Property or the final and absolute putting of the purchasers <br />into possession thereof immediately after any sale; and Grantor, for itself and all who <br />may at any time claim through or under it, hereby waives to the full extent that it may <br />lawfully do so, the benefit of all such laws and any and all right to have the assets <br />covered by the lien and /or security interest created hereby marshalled upon any <br />foreclosure of this Deed of Trust. <br />19 <br />[[NYC0RP:2455 832v 111 <br />