INDEBTEDNESS, OR ANY PART THEREOF, SHALL BE PAID BY
GRANTOR WITHOUT NOTICE, DEMAND, COUNTERCLAIM, SETOFF, DEDUCTION, OR DEFENSE AND
WITHOUT ABATEMENT, SUSPENSION, DEFERMENT, DIMINUTION, OR REDUCTION BY REASON
OF:
(I) ANY DAMAGE TO, DESTRUCTION OF, OR ANY CONDEMNATION OR SIMILAR TAKING OF
THE MORTGAGED PROPERTY; (II) ANY RESTRICTION OR PREVENTION OF OR INTERFERENCE
WITH ANY USE OF THE MORTGAGED PROPERTY; (III) ANY TITLE DEFECT OR ENCUMBRANCE OR
ANY EVICTION FROM THE MORTGAGED PROPERTY BY SUPERIOR TITLE OR OTHERWISE;
(IV) ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, COMPOSITION, ADJUSTMENT,
DISSOLUTION, LIQUIDATION, OR OTHER LIKE PROCEEDING RELATING TO TRUSTEE,
BENEFICIARY, OR GRANTOR, OR ANY ACTION TAKEN WITH RESPECT TO THIS DEED OF TRUST
BY ANY TRUSTEE OR RECEIVER OF BENEFICIARY OR GRANTOR, OR BY ANY COURT, IN ANY
SUCH PROCEEDING; (V) ANY CLAIM WHICH GRANTOR HAS OR MIGHT HAVE AGAINST TRUSTEE
OR BENEFICIARY; (VI) ANY DEFAULT OR FAILURE ON THE PART OF BENEFICIARY TO
PERFORM OR COMPLY WITH ANY OF THE TERMS HEREOF OR OF ANY OTHER AGREEMENT WITH
GRANTOR; OR (VII) ANY OTHER OCCURRENCE WHATSOEVER, WHETHER SIMILAR OR DISSIMILAR
TO THE FOREGOING, WHETHER OR NOT GRANTOR SHALL HAVE NOTICE OR KNOWLEDGE OF ANY
OF THE FOREGOING. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANTOR WAIVES ALL RIGHTS
NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE TO ANY ABATEMENT, SUSPENSION,
DEFERMENT, DIMINUTION, OR REDUCTION OF THE INDEBTEDNESS.
Deed of Trust - Page 22
SETOFF. BENEFICIARY SHALL BE ENTITLED TO EXERCISE BOTH THE RIGHTS OF SETOFF AND
BANKER'S LIEN, IF APPLICABLE, AGAINST THE INTEREST OF GRANTOR IN AND TO EACH AND
EVERY ACCOUNT AND OTHER PROPERTY OF GRANTOR WHICH ARE IN THE POSSESSION OF
BENEFICIARY TO THE FULL EXTENT OF THE OUTSTANDING BALANCE OF THE INDEBTEDNESS.
CONSENT TO DISPOSITION. IT IS EXPRESSLY AGREED THAT BENEFICIARY MAY PREDICATE
BENEFICIARY'S DECISION TO GRANT OR WITHHOLD CONSENT TO A DISPOSITION ON SUCH
TERMS AND CONDITIONS AS BENEFICIARY MAY REQUIRE, IN BENEFICIARY'S SOLE
DISCRETION, INCLUDING WITHOUT LIMITATION (I) CONSIDERATION OF THE
CREDITWORTHINESS OF THE PARTY TO WHOM SUCH DISPOSITION WILL BE MADE AND ITS
MANAGEMENT ABILITY WITH RESPECT TO THE MORTGAGED PROPERTY, (II) CONSIDERATION OF
WHETHER THE SECURITY FOR REPAYMENT OF THE INDEBTEDNESS AND THE PERFORMANCE AND
DISCHARGE OF THE OBLIGATIONS, OR BENEFICIARY'S ABILITY TO ENFORCE ITS RIGHTS,
REMEDIES, AND RECOURSES WITH RESPECT TO SUCH SECURITY, WILL BE IMPAIRED IN ANY
WAY BY THE PROPOSED DISPOSITION, (III) AN INCREASE IN THE RATE OF INTEREST
PAYABLE UNDER THE NOTE OR ANY OTHER CHANGE IN THE TERMS AND PROVISIONS OF THE
NOTE AND OTHER LOAN DOCUMENTS, (IV) REIMBURSEMENT OF BENEFICIARY FOR ALL COSTS
AND EXPENSES INCURRED BY BENEFICIARY IN INVESTIGATING THE CREDITWORTHINESS AND
MANAGEMENT OR CONSULTING ABILITY OF THE PARTY TO WHOM SUCH DISPOSITION WILL BE
MADE AND IN DETERMINING WHETHER BENEFICIARY'S SECURITY WILL BE IMPAIRED BY THE
PROPOSED DISPOSITION, (V) PAYMENT TO BENEFICIARY OF A TRANSFER FEE TO COVER THE
COST OF DOCUMENTING THE DISPOSITION IN ITS RECORDS, (VI) PAYMENT OF
BENEFICIARY'S REASONABLE ATTORNEYS' FEES IN CONNECTION WITH SUCH DISPOSITION,
(VII) THE EXPRESS ASSUMPTION OF PAYMENT OF THE INDEBTEDNESS AND PERFORMANCE AND