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<br />200600614
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<br />recitals in said deed of any matters or facts shall be conclusive proof of the truthfulness thereof.
<br />Any person, including Trustee, Trustor or Beneficiary, may purchase at such sale.
<br />g) To resort to and realize upon the security hereunder and any other security now or later held by
<br />Beneficiary concurrently or successively and in one or several consolidated or independent judicial
<br />actions or lawfully taken non-judicial proceedings, or both, and to apply the proceeds received in
<br />accordance with the Section hereof entitled Application of Foreclosure Sale Proceeds, all in such
<br />order and manner as Beneficiary shall determine in its sole discretion.
<br />h) Upon sale of the Subject Property at any judicial or non-judicial foreclosure, Beneficiary may credit
<br />bid (as determined by Beneficiary in its sole discretion) all or any portion of the Secured
<br />Obligations. In determining such credit bid, Beneficiary may, but is not obligated to, take into
<br />account all or any of the following: (i) appraisals of the Subject Property as such appraisals may
<br />be discounted or adjusted by Beneficiary in its sole underwriting discretion; (ii) expenses and costs
<br />incurred by Beneficiary with respect to the Subject Property prior to foreclosure; (iii) expenses and
<br />costs which Beneficiary anticipates will be incurred with respect to the Subject Property after
<br />foreclosure, but prior to resale, including without limitation, costs of structural reports and other
<br />due diligence, costs to carry the Subject Property prior to resale, costs of resale (e.g.,
<br />commissions, attorneys' fees, and taxes), Hazardous Materials clean-up and monitoring, deferred
<br />maintenance, repair, refurbishment and retrofit, and costs of defending or settling litigation
<br />affecting the Subject Property; (iv) declining trends in real property values generally and with
<br />respect to properties similar to the Subject Property; (v) anticipated discounts upon resale of the
<br />Subject Property as a distressed or foreclosed property; (vi) the existence of additional collateral,
<br />if any, for the Secured Obligations; and (vii) such other factors or matters that Beneficiary deems
<br />appropriate. Trustor acknowledges and agrees that: (A) Beneficiary is not required to use any or
<br />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
<br />credit bid is made; (C) the amount of Beneficiary's credit bid need not have any relation to any
<br />loan-to-value ratios specified in any agreement between Trustor and Beneficiary or previously
<br />discussed by Trustor and Beneficiary; and (D) Beneficiary's credit bid may be, at Beneficiary's
<br />sole discretion, higher or lower than any appraised value of the Subject Property.
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<br />5.3 Application of. Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of
<br />Trustee, and of this trust, including costs of evidence of title and attorneys' fees in connection with a
<br />sale, all proceeds of any foreclosure sale shall be applied first, to payment of all Secured Obligations
<br />(including without limitation, all sums expended by Beneficiary under the terms hereof and not then
<br />repaid, with accrued interest at the highest rate per annum payable under any Secured Obligation), in
<br />such order and amounts as Beneficiary in its sole discretion shall determine; and the remainder, if any,
<br />to the person or persons legally entitled thereto.
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<br />5.4 Application of Other Sums. All Rents or other sums received by Beneficiary or any agent or
<br />receiver hereunder, less all costs and expenses incurred by Beneficiary or such agent or receiver,
<br />including reasonable attorneys' fees, shall be applied to payment of the Secured Obligations in such
<br />order as Beneficiary shall determine in its sole discretion; provided however, that Beneficiary shall have
<br />no liability for funds not actually received by Beneficiary.
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<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
<br />of 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
<br />or waive any breach, Default or notice of default under this Deed of Trust, or nullify the effect of any
<br />notice of default or sale (unless all Secured Obiigations and any other sums then due hereunder have
<br />been paid in full and Trustor has cured all other Defaults), or prejudice Beneficiary or Trustee in the
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