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200507874
<br />recover judgment on the Note or any guaranty either before, during or after (or in lieu of) any proceedings for the
<br />enforcement of this Security Instrument; or (ix) apply, or direct Trustee to apply, ex p rte, for the appointment of a
<br />custodian, trustee, receiver, keeper, liquidator or conservator of the Property or any part thereof, irrespective of the
<br />adequacy of the security for the Debt and without regard to the solvency of Borrower or of any Person liable for the
<br />payment of the Debt, to which appointment Borrower does hereby consent and such receiver or other official shall
<br />have all rights and powers permitted by applicable law and such other rights and powers as the court making such
<br />appointment may confer, but the appointment of such receiver or other official shall not impair or in any manner
<br />prejudice the rights of Lender to receive the Rent with respect to any of the Property pursuant to this Security
<br />Instrument or the Assignment; or (x) require, at Lender's option, Borrower to pay monthly in advance to Lender, or
<br />any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any
<br />portion of the Property occupied by Borrower and may require Borrower to vacate and surrender possession to
<br />Lender of the Property or to such receiver and Borrower may be evicted by summary proceedings or otherwise; or
<br />(xi) without notice to Borrower (A) apply all or any portion of the cash collateral in any Sub - Account, including any
<br />interest and/or earnings therein, to carry out the obligations of Borrower under this Security Instrument and the other
<br />Loan Documents, to protect and preserve the Property and for any other purpose permitted under this Security
<br />Instrument and the other Loan Documents and/or (B) have all or any portion of such cash collateral immediately
<br />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
<br />such other rights or remedies as Lender and Trustee may have under applicable law or in equity; provided, however,
<br />that the provisions of this Section 13.02(a) shall not be construed to extend or modify any of the notice requirements
<br />or grace periods provided for hereunder or under any of the other Loan Documents. Borrower hereby waives, to the
<br />fullest extent permitted by Legal Requirements, any defense Borrower might otherwise raise or have by the failure
<br />to make any tenants parties defendant to a foreclosure proceeding and to foreclose their rights in any proceeding
<br />instituted by Lender or Trustee.
<br />(b) Any time after an Event of Default Trustee, at the request of Lender, shall have the power to sell
<br />the Property or any part thereof at public auction, in such manner, at such time and place, upon such terms and
<br />conditions, and upon such public notice as Lender may deem best for the interest of Lender, or as may be required or
<br />permitted by applicable law, consisting of advertisement in a newspaper of general circulation in the jurisdiction and
<br />for such period as applicable law may require and at such other times and by such other methods, if any, as may be
<br />required by law to convey the Property in fee simple by Lender's deed with special warranty of title to and at the
<br />cost of the purchaser, who shall not be liable to see to the application of the purchase money. The proceeds or avails
<br />of any sale made under or by virtue of this Section 13.02, together with any other sums which then may be held by
<br />Lender under this Security Instrument, whether under the provisions of this Section 13.02 or otherwise, shall be
<br />applied as follows:
<br />First: To the payment of the third -party costs and expenses reasonably incurred in connection with any
<br />such sale and to advances, fees and expenses, including, without limitation, reasonable fees and expenses of
<br />Lender's and Trustee's legal counsel as applicable, and of any judicial proceedings wherein the same may
<br />be made, and of all expenses, liabilities and advances reasonably made or incurred by Lender or Trustee
<br />under this Security Instrument, together with interest as provided herein on all such advances made by
<br />Lender, and all Impositions, except any Impositions or other charges subject to which the Property shall
<br />have been sold;
<br />Second: To the payment of the whole amount then due, owing and unpaid under the Note for principal and
<br />interest thereon, with interest on such unpaid principal at the Default Rate from the date of the occurrence
<br />of the earliest Event of Default that formed a basis for such sale until the same is paid;
<br />Third: To the payment of any other portion of the Debt required to be paid by Borrower pursuant to any
<br />provision of this Security Instrument, the Note, or any of the other Loan Documents; and
<br />Fourth: The surplus, if any, to Borrower unless otherwise required by Legal Requirements.
<br />Lender and any receiver or custodian of the Property or any part thereof shall be liable to account for only those
<br />rents, issues, proceeds and profits actually received by it.
<br />Dole]
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