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<br />attorney -in -fact) to act in the name of the Grantor or, at the option of the Person
<br />conducting such sale, in such Person's own name, to make without warranty by
<br />such Person any conveyance, assignment, transfer, or delivery of the Trust
<br />Property sold, and to execute, acknowledge and deliver any instrument of
<br />conveyance, assignment, transfer, warranty or delivery or other document in
<br />connection therewith or to take any other action incidental thereto, as the Person
<br />conducting such sale shall deem appropriate in its discretion; and the Grantor
<br />hereby irrevocably authorizes and directs any other Person to act upon the
<br />foregoing appointment and a certificate of the Person conducting such sale that
<br />such Person is authorized to act hereunder. Nevertheless, upon the request of
<br />such attorney -in -fact the Grantor shall promptly execute, acknowledge and deliver
<br />any documentation which such attorney -in -fact may require for the purpose of
<br />ratifying, confirming or effectuating the powers granted hereby or any such
<br />conveyance, assignment, transfer or delivery by such attorney -in -fact.
<br />(d) Any statement of fact or other recital made in any instrument
<br />referred to in subsection (c) of this Section given by the Person conducting any
<br />sale as to the nonpayment of any Secured Obligation, the amount of the Secured
<br />Obligations due and payable, the request to the Beneficiary to sell, the notice of
<br />the time, place and terms of sale and of the Trust Property to be sold having been
<br />duly given, or any other act or thing having been duly done or not done by the
<br />Grantor, the Beneficiary or any other Person, shall be taken as conclusive and
<br />binding against all other Persons as evidence of the truth of the facts so stated or
<br />recited. The Person conducting any sale may appoint or delegate any other
<br />Person as agent to perform any act necessary or incident to such sale, including
<br />the posting of notices and the conduct of such sale, but in the name and on behalf
<br />of the Person conducting such sale.
<br />(e) The receipt of the Person conducting any sale for the purchase
<br />money paid at any such sale shall be sufficient discharge therefor to any purchaser
<br />of any Trust Property sold, and no such purchaser, or its representatives, grantees
<br />or assigns, after paying such purchase price and receiving such receipt, shall be
<br />bound to see to the application of such purchase price or any part thereof upon or
<br />for any trust or purpose of this Deed of Trust, the Credit Agreement or any other
<br />Security Document or, in any manner whatsoever, be answerable for any loss,
<br />misapplication or nonapplication of any such purchase money or be bound to
<br />inquire as to the authorization, necessity, expediency or regularity of such sale.
<br />(f) Any sale shall operate to divest all of the estate, right, title, interest,
<br />claim and demand whatsoever, whether at law or in equity, of the Grantor in and
<br />to the Trust Property sold, and (to the extent permitted under applicable law) shall
<br />be a perpetual bar both at law and in equity against the Grantor and any and all
<br />Persons claiming such Trust Property or any interest therein by, through or under
<br />the Grantor.
<br />(g) At any sale, the Beneficiary may bid for and acquire the Trust
<br />Property sold and, in lieu of paying cash therefor, may make settlement for the
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