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<br />(h) Upon sale of the Subject Property at any judicial or non - judicial foreclosure, Beneficiary may credit bid (as
<br />determined by Beneficiary in its sole discretion) all or any portion of the Secured Obligations. In determining
<br />such credit bid, Beneficiary may, but is not obligated to, take into account all or any of the following: (i)
<br />appraisals of the Subject Property as such appraisals may be discounted or adjusted by Beneficiary in its sole
<br />underwriting discretion; (ii) expenses and costs incurred by Beneficiary with respect to the Subject Property
<br />prior to foreclosure; (iii) expenses and costs which Beneficiary anticipates will be incurred with respect to the
<br />Subject Property after foreclosure, but prior to resale, including without limitation, costs of structural reports
<br />and other due diligence, costs to carry the Subject Property prior to resale, costs of resale (e.g., commissions,
<br />attorneys' 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 Subject Property; (iv)
<br />declining trends in real property values generally and with respect to properties similar to the Subject Property;
<br />(v) anticipated discounts upon resale of the Subject Property as a distressed or foreclosed property; (vi) the
<br />existence of additional collateral, if any, for the Secured Obligations; and (vii) such other factors or matters
<br />that Beneficiary deems appropriate. Trustor acknowledges and agrees that: (A) Beneficiary is not required to
<br />use any or all of the foregoing factors to determine the amount of its credit bid; (B) this Section does not
<br />impose upon Beneficiary any additional obligations that are not imposed by law at the time the credit bid is
<br />made; (C) the amount of Beneficiary's credit bid need not have any relation to any loan -to -value ratios
<br />specified in any agreement between Trustor and Beneficiary or previously discussed by Trustor and
<br />Beneficiary; 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 />5.03 Application of Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of Trustee, and
<br />of this trust, including costs of evidence of title and attorneys' fees in connection with a sale, all proceeds of
<br />any foreclosure sale shall be applied first, to payment of all Secured Obligations (including without limitation,
<br />all sums expended by Beneficiary under the terms hereof and not then repaid, with accrued interest at the
<br />highest rate per annum payable under any Secured Obligation), in such order and amounts as Beneficiary in its
<br />sole discretion shall determine; and the remainder, if any, to the person or persons legally entitled thereto.
<br />5.04 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 reasonable
<br />attorneys' fees, shall be applied to payment of the Secured Obligations in such order as Beneficiary shall
<br />determine in its sole discretion; provided however, that Beneficiary shall have no liability for funds not actually
<br />received by Beneficiary.
<br />5.05 No Cure or Waiver. Neither Beneficiary's, Trustee's or any receiver's entry upon and taking possession
<br />of the Subject Property, nor any collection of Rents, insurance proceeds, condemnation proceeds or damages,
<br />other security or proceeds of other security, or other sums, nor the application of any collected sum to any
<br />Secured Obligation, nor the exercise of any other right or remedy by Beneficiary, Trustee or any receiver shall
<br />impair the status of the security of this Deed of Trust, or cure or waive any breach, Default or notice of
<br />default under this Deed of Trust, or nullify the effect of any notice of default or sale (unless all Secured
<br />Obligations and any other sums then due hereunder have been paid in full and Trustor has cured all other
<br />Defaults), or prejudice Beneficiary or Trustee in the exercise of any right or remedy, or be construed as an
<br />affirmation by Beneficiary of any tenancy, lease or option of the Subject Property or a subordination of the lien
<br />of this Deed of Trust.
<br />5.06 Costs. Expenses and Attorneys' Fees. Trustor agrees to pay to Beneficiary immediately upon demand
<br />the full amount of all payments, advances, charges, costs and expenses, including court costs and reasonable
<br />attorneys' fees (to include outside counsel fees and all allocated costs of Beneficiary's in -house counsel),
<br />expended or incurred by Trustee or Beneficiary pursuant to this Article V, whether incurred at the trial or
<br />appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in
<br />connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested
<br />matter or motion brought by Beneficiary or any other person) relating to Trustor or in any way affecting any of
<br />the Subject Property or Beneficiary's ability to exercise any of its rights or remedies with respect thereto. All
<br />of the foregoing shall be paid by Trustor with interest from the date of demand until paid in full at the highest
<br />rate per annum payable under any Secured Obligation.
<br />5.07 Power to File Notices and Cure Defaults. Trustor hereby irrevocably appoints Beneficiary and its
<br />DEED OF TRUST With Assignment of Rents (05/01)
<br />07264, #7787507270
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