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200505354
<br />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,
<br />repair, refurbishment and retrofit, and costs of defending or settling litigation affecting the Subject
<br />Property; (iv) declining trends in real property values generally and with respect to properties similar
<br />to the Subject Property; (v) anticipated discounts upon resale of the Subject Property as a
<br />distressed or foreclosed property; (vi) the existence of additional collateral, if any, for the Secured
<br />Obligations; and (vii) such other factors or matters that Beneficiary deems appropriate. Trustor
<br />acknowledges and agrees that: (A) Beneficiary is not required to use any or all of the foregoing
<br />factors to determine the amount of its credit bid; (B) this Section does not impose upon Beneficiary
<br />any additional obligations that are not imposed by law at the time the credit bid is made; (C) the
<br />amount of Beneficiary's credit bid need not have any relation to any loan -to -value ratios specified in
<br />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
<br />than any appraised value of the Subject Property.
<br />5.3 ©Pplication 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 sale, all
<br />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
<br />and amounts as Beneficiary in its sole discretion shall determine; and the remainder, if any, to the
<br />person or persons legally entitled thereto.
<br />5.4 Application of Other rgs ms. 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
<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 liability
<br />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
<br />of default or sale (unless all Secured Obligations and any other sums then due hereunder have been
<br />paid in full and Trustor has cured all other Defaults), or prejudice Beneficiary or Trustee in the exercise of
<br />any right or remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease or option of
<br />the 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 upon
<br />demand the full amount of all payments, advances, charges, costs and expenses, including court costs
<br />and reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Beneficiary's
<br />in -house counsel), expended or incurred by Trustee or Beneficiary pursuant to this Article V, whether
<br />incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the
<br />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
<br />the date of demand until paid in full at the highest rate per annum payable under any Secured
<br />Obligation.
<br />5.7 PoyLpr to File Notices and Cure Defaults, Trustor hereby irrevocably appoints Beneficiary and its
<br />successors and assigns as Trustor's true attorney -in -fact to perform any of the following powers, which
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