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<br />200803089
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<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.
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<br />5.3 Aoolication 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.
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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 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
<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 Obligations 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
<br />exercise of any right or remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease
<br />or option of the Subject Property or a subordination of the lien of this Deed of Trust.
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<br />5.6 Costs. Exoenses 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
<br />to Trustor or in any way affecting any of the Subject Property or Beneficiary's ability to exercise any of
<br />its rights or remedies with respect thereto. All of the foregoing shall be paid by Trustor with interest
<br />from the date of demand until paid in full at the highest rate per annum payable under any Secured
<br />Obligation.
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<br />5.7 Power 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
<br />agency is coupled with an interest: (a) to execute and/or record any notices of completion, cessation of
<br />labor, or any other notices that Beneficiary deems appropriate to protect Beneficiary's interest; and (b)
<br />upon the occurrence of any event, act or omission which with the giving of notice or the passage of
<br />time, or both, would constitute a Default, to perform any obligation of Trustor hereunder; provided
<br />however, that Beneficiary, as such attorney-in-fact, shall only be accountable for such funds as are
<br />actually received by Beneficiary, and Beneficiary shall not be liable to Trustor or any other person or
<br />entity for any failure to act under this Section.
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