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200313220
<br />repayment of such funds or adequate indemnity against such risk or
<br />liability is not reasonably assured to it.
<br />C. Trustee shall not be liable for any action taken by it in good faith and
<br />reasonably believed by it to be authorized or within the discretion,
<br />rights, and powers conferred upon it by this Trust Deed and the Act.
<br />d. Trustee may resign at any time without cause.
<br />e. Trustee may postpone any sale of all or any portion of the Trust
<br />Estate as provided in the Act, and may sell the Trust Estate as a
<br />whole or in separate lots.
<br />12. Foreclosure by Power of Sale. Should Beneficiary elect to demand that Trustee
<br />exercise the power of sale herein contained, Trustee shall commence to sell the Trust Estate, apply
<br />the proceeds therefrom, and otherwise enforce the power of sale in accordance with the terms and
<br />notice requirements of the Act. Trustee shall be entitled to apply any sale proceeds first to the
<br />payment of all costs and expenses actually incurred in exercising such power of sale, including but
<br />not limited to a trustee's fee. Trustor requests that it receive copies of all notices pursuant to this
<br />Trust Deed, including but not limited to notices of default and election to sell at its address stated
<br />herein.
<br />13. Appointment of a Receiver. In the event of any Event of Default, Beneficiary, without
<br />notice to Trustor or anyone claiming under Trustor, and without regard to the then value of the Trust
<br />Estate or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction
<br />to appoint a receiver or receivers of the Trust Estate.
<br />14. Additional Security Instruments. Trustor, at its expense, will execute and deliver
<br />to Beneficiary, promptly upon demand, such financing statements, and other security instruments
<br />evidencing the rights granted hereby as may be reasonably required by Beneficiary, in form and
<br />substance satisfactory to Beneficiary, covering any of the Trust Estate, which security instruments
<br />shall be additional security for Trustor's faithful performance of all of the terms, covenants, and
<br />conditions of the Loan Instruments. Such security instruments, including this Trust Deed, shall be
<br />recorded or filed at Trustor's expense.
<br />15. Forbearance by Beneficiary or Trustee Not a Waiver. Any forbearance by
<br />Beneficiary or Trustee in exercising any right or remedy hereunder, or otherwise afforded by
<br />Governing Law, shall not be a waiver of or preclude the later exercise of any such right or remedy
<br />hereunder. Likewise, the waiver by Beneficiary or Trustee of any Event of Default under this Trust
<br />Deed shall not be deemed to be a waiver of any other or similar Events of Default.
<br />16. Successors and Assigns. Beneficiary may assign its rights hereunder by notice
<br />to Trustee and Trustor. Trustor may not assign its rights and obligations hereunder by contract,
<br />operation of law, or otherwise without the prior written consent of Beneficiary, which may be withheld
<br />in Beneficiary's sole discretion. This Trust Deed, and all terms, conditions, and obligations herein,
<br />shall apply and inure to the benefit of and bind Trustor, Trustee, and Beneficiary, and their respective
<br />heirs, legatees, devisees, personal representatives, successors -in- interest and permitted assigns.
<br />The term "Beneficiary" shall mean the owner(s) and holder(s) of the Obligations, whether or not
<br />named as Beneficiary herein.
<br />17. [Intentionally omitted]
<br />18. Request for Notice. Trustor hereby requests that a copy of any notice of default,
<br />and a copy of any notice of sale thereunder, be mailed to it at the address set forth in the first
<br />paragraph of this Trust Deed.
<br />19. Notices. Except for any notices, demands, requests, or other communications
<br />required under Governing Law to be given in another manner, whenever Beneficiary, Trustor or
<br />Trustee gives or serves any notice (including, without limitation, notices of default and notices of
<br />sale), demands, requests, or other communication with respect to this Trust Deed, each such notice,
<br />demand, request, or other communication shall be in writing and delivered by personal service or
<br />deposited with a reputable overnight carrier or mailed by first class U. S. mail, postage prepaid, and
<br />addressed to the address set forth at the beginning of this Trust Deed. Notice may also be given
<br />by means of a confirmed telecopy, provided a hard copy of such notice follows by regular mail within
<br />one (1) business day. Such notice shall be effective immediately upon personal delivery or confirmed
<br />telecopy, or twenty four (24) hours after deposit with an overnight carrier, or seventy two (72) hours
<br />after deposit in the U.S. mail, in the manner set forth above. Any party may at any time change
<br />L0553199.1 -9-
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