AT THE DISCRETION OF LENDER, AND IN THE EVENT OF A SALE, BY FORECLOSURE OR
OTHERWISE, OF LESS THAN ALL OF THE PROPERTY, THIS SECURITY INSTRUMENT SHALL
CONTINUE AS A LIEN ON THE REMAINING PORTION OF THE PROPERTY; OR (VII) INSTITUTE
AN ACTION, SUIT OR PROCEEDING IN EQUITY FOR THE SPECIFIC PERFORMANCE OF ANY
COVENANT, CONDITION OR AGREEMENT CONTAINED IN THE LOAN DOCUMENTS, OR ANY OF
THEM; OR (VIII) RECOVER JUDGMENT ON THE NOTE OR ANY GUARANTY EITHER BEFORE,
DURING OR AFTER (OR IN LIEU OF) ANY PROCEEDINGS FOR THE ENFORCEMENT OF THIS
SECURITY INSTRUMENT; OR (IX) APPLY, EX PARTE, FOR THE APPOINTMENT OF A
CUSTODIAN, TRUSTEE, RECEIVER, KEEPER, LIQUIDATOR OR CONSERVATOR OF THE PROPERTY
OR ANY PART THEREOF, IRRESPECTIVE OF THE ADEQUACY OF THE SECURITY FOR THE DEBT
AND WITHOUT REGARD TO THE SOLVENCY OF BORROWER OR OF ANY PERSON LIABLE FOR THE
PAYMENT OF THE DEBT, TO WHICH APPOINTMENT BORROWER DOES HEREBY CONSENT AND SUCH
RECEIVER OR OTHER OFFICIAL SHALL HAVE ALL RIGHTS AND POWERS PERMITTED BY
APPLICABLE LAW AND SUCH OTHER RIGHTS AND POWERS AS THE COURT MAKING SUCH
APPOINTMENT MAY CONFER, BUT THE APPOINTMENT OF SUCH RECEIVER OR OTHER OFFICIAL
SHALL NOT IMPAIR OR IN ANY MANNER PREJUDICE THE RIGHTS OF LENDER TO RECEIVE THE
RENT WITH RESPECT TO ANY OF THE PROPERTY PURSUANT TO THIS SECURITY INSTRUMENT OR
THE ASSIGNMENT; OR (X) REQUIRE, AT LENDER'S OPTION, BORROWER TO PAY MONTHLY IN
ADVANCE TO LENDER, OR ANY RECEIVER APPOINTED TO COLLECT THE RENTS, THE FAIR AND
REASONABLE RENTAL VALUE FOR THE USE AND OCCUPATION OF ANY PORTION OF THE
PROPERTY OCCUPIED BY BORROWER AND MAY REQUIRE BORROWER TO VACATE AND SURRENDER
POSSESSION TO LENDER OF THE PROPERTY OR TO SUCH RECEIVER AND BORROWER MAY BE
EVICTED BY SUMMARY PROCEEDINGS OR OTHERWISE; OR (XI) WITHOUT NOTICE TO BORROWER
(A) APPLY ALL OR ANY PORTION OF THE CASH COLLATERAL IN ANY SUB-ACCOUNT AND
ESCROW ACCOUNT, INCLUDING ANY INTEREST AND/OR EARNINGS THEREIN, TO CARRY OUT THE
OBLIGATIONS OF BORROWER UNDER THIS SECURITY INSTRUMENT AND THE OTHER LOAN
DOCUMENTS, TO PROTECT AND PRESERVE THE PROPERTY AND FOR ANY OTHER PURPOSE
PERMITTED UNDER THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS AND/OR (B)
HAVE ALL OR ANY PORTION OF SUCH CASH COLLATERAL IMMEDIATELY PAID TO LENDER TO BE
APPLIED AGAINST THE DEBT IN THE ORDER AND PRIORITY SET FORTH IN THE NOTE; OR
(XII) PURSUE ANY OR ALL SUCH OTHER RIGHTS OR REMEDIES AS LENDER MAY HAVE UNDER
APPLICABLE LAW OR IN EQUITY; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS
SECTION 13.02(A) SHALL NOT BE CONSTRUED TO EXTEND OR MODIFY ANY OF THE NOTICE
REQUIREMENTS OR GRACE PERIODS PROVIDED FOR HEREUNDER OR UNDER ANY OF THE OTHER
LOAN DOCUMENTS.
BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LEGAL REQUIREMENTS, ANY DEFENSE BORROWER MIGHT OTHERWISE RAISE OR HAVE BY THE
FAILURE TO MAKE ANY TENANTS PARTIES DEFENDANT TO A FORECLOSURE PROCEEDING AND TO
FORECLOSE THEIR RIGHTS IN ANY PROCEEDING INSTITUTED BY LENDER.
(B)
TO THE EXTENT NOT PROHIBITED BY LAW, ANY