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DEED OF TRUST <br />(Continued) Page 5 <br />for the cred'dor or Forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for <br />the dispute. <br />Breach of Other Agreement Any material breach by Trustor under the terms of any other agreement between Trustor and Lender that is <br />not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other <br />obligation of Trustor to Lender, whether existing now or later. <br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor <br />dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. <br />Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or <br />performance of the Indebtedness is Impaired. <br />Right to Cure. If any default, other than a default in payment, is curable and if Trustor has not been given a notice of a breach of the same <br />provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Trustor, after Lender sends written notice to Trustor <br />demanding cure of such default: (1) cures the default within thirty (30) days•, or (2) if the cure requires more than thirty (30) days, <br />immediately initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and <br />completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. <br />RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may <br />exercise any one or more of the following rights and remedies: <br />Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make <br />expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustors failure to perform, shall not affect <br />Lenders right to declare a default and exercise its remedies. <br />Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this <br />Deed of Tr est immediately due and payable by delivery to Trustee or written declaration of default and demand for sale and of written notice <br />of default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall <br />deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured <br />hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale <br />having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the <br />notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash <br />in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public <br />announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time <br />fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the <br />Property so sold, but without any covenant or warranty, express or implied. The recitals In such deed of any matters or facts shall be <br />conclusive proof of the truthfulness thereof. Any person, including Truslor, Trustee or Beneficiary may purchase at such sale. After deducting <br />all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the <br />proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by <br />law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled <br />thereto. <br />Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shall have the right in lieu of foreclosure by power of sale <br />to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. <br />UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party <br />under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent <br />provided by California law. <br />Collect Rents. Lender shall have the right, without notice to Trustor to take possession of and manage the Property and collect the Rents, <br />including amounts past due and unpaid, and apply the net proceeds, over and above Lenders costs, against the Indebtedness. In <br />furtherance or this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. <br />If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustors attorney-in-fact to endorse instruments received <br />in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender <br />in response to Lenders demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the <br />demand existed. Lender may exercise its rights under this subparagraph either In person, by agent, or through a receiver. <br />Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the <br />power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and Io collect the Rents from the Property <br />and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if <br />permitted by law. Lenders right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the <br />Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. <br />Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise <br />becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the <br />purchaser of the Property and shall, at Lenders option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the <br />Property immediately upon the demand of Lender. <br />Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in <br />equity. <br />Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time <br />after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given <br />at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale <br />of the Real Property. <br />Sale of the Property. To the extent permitted by applicable law, Trustor hereby waives any and all rights to have the Property marshalled. <br />In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one <br />sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. <br />