BY, OR
123
APPLICABLE TO, BORROWER OR AT LAW OR IN EQUITY MAY BE EXERCISED BY LENDER AT ANY
TIME AND FROM TIME TO TIME, WHETHER OR NOT ALL OR ANY OF THE DEBT SHALL BE
DECLARED DUE AND PAYABLE, AND WHETHER OR NOT LENDER SHALL HAVE COMMENCED ANY
FORECLOSURE PROCEEDING OR OTHER ACTION FOR THE ENFORCEMENT OF ITS RIGHTS AND
REMEDIES UNDER ANY OF THE LOAN DOCUMENTS WITH RESPECT TO ALL OR ANY PART OF THE
COLLATERAL. ANY SUCH ACTIONS TAKEN BY LENDER SHALL BE CUMULATIVE AND CONCURRENT
AND MAY BE PURSUED INDEPENDENTLY, SINGLY, SUCCESSIVELY, TOGETHER OR OTHERWISE,
AT SUCH TIME AND IN SUCH ORDER AS LENDER MAY DETERMINE IN ITS SOLE DISCRETION,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT IMPAIRING OR
OTHERWISE AFFECTING THE OTHER RIGHTS AND REMEDIES OF LENDER PERMITTED BY
APPLICABLE LAW, EQUITY OR CONTRACT OR AS SET FORTH HEREIN OR IN THE OTHER LOAN
DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BORROWER AGREES
THAT IF AN EVENT OF DEFAULT IS CONTINUING ALL LIENS AND OTHER RIGHTS, REMEDIES
OR PRIVILEGES PROVIDED TO LENDER WITH RESPECT TO THE COLLATERAL SHALL REMAIN IN
FULL FORCE AND EFFECT UNTIL LENDER HAS EXHAUSTED ALL OF ITS REMEDIES AGAINST THE
COLLATERAL, AND THE PLEDGE AGREEMENT HAS BEEN FORECLOSED, SOLD AND/OR OTHERWISE
REALIZED UPON IN SATISFACTION OF THE DEBT, OR THE DEBT HAS BEEN PAID IN FULL.
(B)
WITH RESPECT TO BORROWER AND THE COLLATERAL, NOTHING CONTAINED
HEREIN OR IN ANY OTHER LOAN DOCUMENT SHALL BE CONSTRUED AS REQUIRING LENDER TO
RESORT TO ANY SPECIFIC PORTION OF THE COLLATERAL FOR THE SATISFACTION OF ANY OF
THE DEBT IN PREFERENCE OR PRIORITY TO ANY OTHER COLLATERAL, AND LENDER MAY SEEK
SATISFACTION OUT OF THE COLLATERAL OR ANY PART THEREOF, IN ITS ABSOLUTE
DISCRETION IN RESPECT OF THE DEBT. IN ADDITION, LENDER SHALL HAVE THE RIGHT FROM
TIME TO TIME TO PARTIALLY FORECLOSE UPON THE COLLATERAL IN ANY MANNER AND FOR
ANY AMOUNTS SECURED BY THE PLEDGE AGREEMENT THEN DUE AND PAYABLE AS DETERMINED
BY LENDER IN ITS SOLE DISCRETION, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING
CIRCUMSTANCES:
(I) IN THE EVENT BORROWER DEFAULTS BEYOND ANY APPLICABLE GRACE
PERIOD IN THE PAYMENT OF ONE (1) OR MORE SCHEDULED PAYMENTS OF PRINCIPAL AND
INTEREST, LENDER MAY FORECLOSE UPON ANY PORTION OF THE COLLATERAL TO RECOVER
SUCH DELINQUENT PAYMENTS, OR (II) IN THE EVENT LENDER ELECTS TO ACCELERATE LESS
THAN THE ENTIRE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN, LENDER MAY FORECLOSE
UPON THE COLLATERAL TO RECOVER SO MUCH OF THE PRINCIPAL BALANCE OF THE LOAN AS
LENDER MAY ACCELERATE AND SUCH OTHER SUMS SECURED BY THE PLEDGE AGREEMENT AS
LENDER MAY ELECT. NOTWITHSTANDING ONE OR MORE PARTIAL FORECLOSURES, THE
COLLATERAL NOT FORECLOSED UPON SHALL REMAIN SUBJECT TO THE PLEDGE AGREEMENT TO
SECURE PAYMENT OF SUMS SECURED BY THE PLEDGE AGREEMENT AND NOT PREVIOUSLY
RECOVERED.
(C)
LENDER SHALL HAVE THE RIGHT, FROM TIME TO TIME, TO SEVER THE NOTE,
THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS INTO ONE OR MORE SEPARATE
NOTES, PLEDGES AND