|
Event of Default with respect to all components of the Trust Property, the Beneficiary is hereby
<br />appointed the true and lawful attorney -in -fact of the Trustor (which appointment is irrevocable
<br />and coupled with an interest), in its name and stead, to make all necessary conveyances,
<br />assignments, transfers and deliveries of the Trust Property, and for that purpose the Beneficiary
<br />may execute all necessary instruments of conveyance, assignment, transfer and delivery, and
<br />may substitute one or more persons with such power, the Trustor hereby ratifying and
<br />confirming all that its said attorney -in -fact or such substitute or substitutes shall lawfully do by
<br />virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary or
<br />the Trustee, shall ratify and confirm any such sale or sales by executing and delivering to the
<br />Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the
<br />judgment of the Beneficiary, for such purpose, and as may be designated in such request. To the
<br />extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall
<br />operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law
<br />or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar
<br />both at law and in equity against the Trustor and against any and all persons claiming or who
<br />may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale
<br />made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law,
<br />bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may
<br />make settlement for the purchase price by crediting upon the Obligations secured hereby the net
<br />sale price after deducting therefrom the expenses of the sale and the cost of the action and any
<br />other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust.
<br />(b) Any foreclosure of this Deed of Trust and any other transfer of all or any part of
<br />the Trust Property in extinguishment of all or any part of the Obligations may, at the
<br />Beneficiary's option, be subject to any or all Leases of all or any part of the Trust Property and
<br />the rights of tenants under such Leases. No failure to make any such tenant a defendant in any
<br />foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of
<br />any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be,
<br />a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking
<br />collection of all or any part of the Obligations (including, without limitation, any deficiency
<br />remaining unpaid after completion of any such foreclosure or transfer).
<br />(c) If the Trustor retains possession of the Trust Property or any part thereof
<br />subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and
<br />will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer
<br />and will be subject to eviction and removal, forcible or otherwise, with or without process of
<br />law, and all damages to the Trustor by reason thereof are hereby expressly waived by the
<br />Trustor.
<br />4.04 Application of Proceeds. The proceeds of any sale of, and the Rents and other
<br />amounts generated by the holding, leasing, management, operation or other use of, the Trust
<br />Property (including, without limitation, the Secured Property) pursuant to this Deed of Trust
<br />(including all monies received in respect of post - petition interest) shall be applied by the
<br />Beneficiary (or the receiver, if one is appointed) in accordance with the provisions of Section
<br />6.1(d) of the Account Agreement.
<br />13
<br />
|