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200003557
<br />sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms
<br />and after such notice thereof as may be required or permitted by law;
<br />(v) institute an action, suit or proceeding in equity for the specific performance of any
<br />covenant, condition or agreement contained herein, in the Note or in the Other Loan Documents;
<br />(vi) recover judgment on the Note either before, during or after any proceedings for the
<br />enforcement of this Security Instrument or the Other Loan Documents;
<br />(vii) to the extent allowed by law, apply for the appointment of a receiver, trustee,
<br />liquidator or conservator of the Property, without notice and without regard for the adequacy of the security
<br />for the Debt and without regard for the solvency of Borrower, any Guarantor, Indemnitor or of any person,
<br />firm or other entity liable for the payment of the Debt;
<br />(viii) subject to any applicable law, the license granted to Borrower under Section 1.2
<br />shall automatically be revoked and Lender may enter into or upon the Property, either personally or by its
<br />agents, nominees or attorneys, and dispossess Borrower and its agents and servants therefrom, without
<br />liability for trespass, damages or otherwise, and exclude Borrower and its agents or servants wholly
<br />therefrom, and take possession of all books, records and accounts relating thereto, and Borrower agrees
<br />to surrender possession of the Property and of such books, records and accounts to Lender upon demand,
<br />and thereupon Lender may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise
<br />deal with all and every part of the Property and conduct the business thereat; (B) complete any construction
<br />on the Property in such manner and form as Lender deems advisable; (C) make alterations, additions,
<br />renewals, replacements and improvements to or on the Property; (D) exercise all rights and powers of
<br />Borrower with respect to the Property, whether in the name of Borrower or otherwise, including, without
<br />limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue
<br />for, collect and receive all Rents of the Property and every part thereof; (E) require Borrower to pay monthly
<br />in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value
<br />for the use and occupation of such part of the Property as may be occupied by Borrower; (F) require
<br />Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default
<br />thereof, Borrower may be evicted by summary proceedings or otherwise; and (G) apply the receipts from
<br />the Property to the payment of the Debt, in such order, priority and proportions as Lender shall deem
<br />appropriate in its sole discretion after deducting therefrom all expenses (including reasonable fee and
<br />expenses of legal counsel) incurred in connection with the aforesaid operations and all amounts necessary
<br />to pay the Taxes, Other Charges, Insurance Premiums and other expenses in connection with the Property,
<br />as well asjust and reasonable compensation for the services of Lender, its counsel, agents and employees;
<br />(ix) exercise any and all rights and remedies granted to a secured party upon default
<br />under the Uniform Commercial Code, including, without limiting the generality of the foregoing: (A) the right
<br />to take possession of the Collateral or any part thereof, and to take such other measures as Trustee or
<br />Lender may deem necessary for the care, protection and preservation of the Collateral, and (B) request
<br />Borrower at its expense to assemble the Collateral and make it available to Trustee or Lender at a
<br />convenient place acceptable to Lender. Any notice of sale, disposition or other intended action by Trustee
<br />or Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least
<br />five (5) days prior to such action, shall constitute commercially reasonable notice to Borrower;
<br />(x) apply any sums then deposited in the Escrow Fund and any other sums held in
<br />escrow or otherwise by Lender in accordance with the terms of this Security Instrument or any Other Loan
<br />Document to the payment of the following items in any order in Lender's sole and absolute discretion: (A)
<br />Taxes, (B) Other Charges; (C) Insurance Premiums; (D) accrued interest; (E) amortization of the unpaid
<br />principal balance of the Note; and (F) all other sums payable pursuant to the Note, this Security Instrument
<br />and the Other Loan Documents, including, without limitation, advances made by Lender pursuant to the
<br />terms of this Security Instrument;
<br />ATLANTA4181845.4
<br />GMACCM (SLP) — DOT (8/98) 26 Grand Isle, Nebraska
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