ITS EXPENSE ASSEMBLE THE COLLATERAL AND MAKE
IT AVAILABLE TO LENDER AT A CONVENIENT PLACE ACCEPTABLE TO LENDER.
BORROWER
SHALL PAY TO LENDER ON DEMAND ANY AND ALL EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS, INCURRED OR PAID BY LENDER IN PROTECTING THE
INTEREST IN THE COLLATERAL AND IN ENFORCING THE RIGHTS HEREUNDER WITH RESPECT TO
THE COLLATERAL.
ANY NOTICE OF SALE, DISPOSITION OR OTHER INTENDED ACTION BY
LENDER WITH RESPECT TO THE COLLATERAL, SENT TO
BORROWER IN ACCORDANCE WITH THE PROVISIONS HEREOF AT LEAST TEN DAYS PRIOR TO
SUCH ACTION, SHALL CONSTITUTE COMMERCIALLY REASONABLE NOTICE TO BORROWER.
THE
PROCEEDS OF ANY DISPOSITION OF THE COLLATERAL, OR ANY PART THEREOF, MAY BE
APPLIED BY LENDER TO THE PAYMENT OF THE DEBT IN SUCH PRIORITY AND PROPORTIONS AS
LENDER IN ITS SOLE DISCRETION SHALL DEEM PROPER.
IN THE EVENT OF ANY CHANGE IN
NAME, IDENTITY OR STRUCTURE OF BORROWER, BORROWER SHALL NOTIFY LENDER THEREOF
AND PROMPTLY AFTER REQUEST SHALL EXECUTE, FILE AND RECORD SUCH UCC FORMS AS ARE
NECESSARY TO MAINTAIN THE PRIORITY OF LENDER'S LIEN UPON AND SECURITY INTEREST
IN THE COLLATERAL, AND SHALL PAY ALL EXPENSES AND FEES IN CONNECTION WITH THE
FILING AND RECORDING THEREOF.
IF LENDER SHALL REQUIRE THE FILING OR RECORDING
OF ADDITIONAL UCC FORMS OR CONTINUATION STATEMENTS, BORROWER SHALL, PROMPTLY
AFTER REQUEST, EXECUTE, FILE AND RECORD SUCH UCC FORMS OR CONTINUATION
STATEMENTS AS LENDER SHALL DEEM NECESSARY, AND SHALL PAY ALL EXPENSES AND FEES
IN CONNECTION WITH THE FILING AND RECORDING THEREOF, IT BEING UNDERSTOOD AND
AGREED, HOWEVER, THAT NO SUCH ADDITIONAL DOCUMENTS SHALL INCREASE BORROWER'S
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
BORROWER HEREBY IRREVOCABLY APPOINTS
LENDER AS ITS ATTORNEY-IN-FACT, COUPLED WITH AN INTEREST, TO FILE WITH THE
APPROPRIATE PUBLIC OFFICE ON ITS BEHALF ANY FINANCING OR OTHER STATEMENTS SIGNED
ONLY BY LENDER, AS SECURED PARTY, IN CONNECTION WITH THE COLLATERAL COVERED BY
THIS SECURITY INSTRUMENT.
13.
ACTIONS AND PROCEEDINGS.
LENDER HAS THE
RIGHT TO APPEAR IN AND DEFEND ANY ACTION OR PROCEEDING BROUGHT WITH RESPECT TO
THE PROPERTY AND TO BRING ANY ACTION OR PROCEEDING, IN THE NAME AND ON BEHALF OF
BORROWER, WHICH LENDER, IN ITS SOLE DISCRETION, DECIDES SHOULD BE BROUGHT TO
PROTECT ITS OR THEIR INTEREST IN THE PROPERTY.
LENDER SHALL, AT ITS OPTION, BE
SUBROGATED TO THE LIEN OF ANY MORTGAGE, DEED OF TRUST OR OTHER SECURITY
INSTRUMENT DISCHARGED IN WHOLE OR IN PART BY THE DEBT, AND ANY SUCH SUBROGATION
RIGHTS SHALL CONSTITUTE ADDITIONAL SECURITY FOR THE PAYMENT OF THE DEBT.
14.
MARSHALLING AND OTHER MATTERS.
BORROWER
HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, THE BENEFIT OF ALL HOMESTEAD,
APPRAISEMENT, VALUATION, STAY, EXTENSION, REINSTATEMENT AND REDEMPTION LAWS NOW
OR HEREAFTER IN FORCE AND ALL RIGHTS OF MARSHALLING IN THE EVENT OF ANY SALE
HEREUNDER OF THE PROPERTY OR ANY PART THEREOF OR ANY INTEREST THEREIN.
FURTHER,
BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE
UNDER ANY ORDER OR DECREE OF FORECLOSURE OF THIS SECURITY INSTRUMENT ON BEHALF
OF BORROWER, AND ON BEHALF OF EACH