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<br />waste to or of the Property resulting from intentional misconduct or gross negligence of Borrower, the Partners or
<br />any Affiliates thereof; (o) intentionally omitted; (p) be deemed a waiver of any right which Lender may have under
<br />Sections 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of
<br />the Debt or to require that all collateral shall continue to secure all of the Debt; (q) impair the right of Lender to
<br />bring suit for monetary judgment with respect to any losses resulting from any claims, actions or proceedings
<br />initiated by Borrower (or any Affiliate of Borrower) alleging that the relationship of Borrower and Lender is that of
<br />joint venturers, partners, tenants in common, joint tenants or any relationship other than that of debtor and creditor;
<br />or (r) impair the right of Lender to bring suit for a monetary judgment in the event of a Transfer in violation of the
<br />provisions of Article IX hereof. The provisions of this Section 18.32 shall be inapplicable to Borrower if (a) any
<br />proceeding, action, petition or filing under the Bankruptcy Code, or any similar state or federal law now or hereafter
<br />in effect relating to bankruptcy, reorganization or insolvency, or the arrangement or adjustment of debts, shall be
<br />filed by, consented to or acquiesced in by or with respect to Borrower, or if Borrower shall institute any proceeding
<br />for its dissolution or liquidation, or shall make an assignment for the benefit of creditors, or (b) Borrower or any
<br />Affiliate contests or in any material way interferes with, directly or indirectly (collectively, a "Contest") any
<br />foreclosure action, UCC sale or other material remedy exercised by Lender upon the occurrence of any Event of
<br />Default whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or
<br />other restraint, commencing any action, or otherwise (provided that if any such Person obtains a non - appealable
<br />order successfully asserting a Contest, Borrower shall have no liability under this clause (b)), in which event Lender
<br />shall have recourse against all of the assets of Borrower including, without limitation, any right, title and interest of
<br />Borrower in and to the Property and any Recourse Distributions received by the Partners of Borrower (but excluding
<br />the other assets of such Partners to the extent Lender would not have had recourse thereto other than in accordance
<br />with the provisions of this Section 18.32),
<br />Section 18.33. Concerning the Trustee. Trustee shall be under no duty to take any action hereunder except
<br />as expressly required hereunder or by law, or to perform any act which would involve Trustee in any expense or
<br />liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee's reasonable
<br />satisfaction. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein
<br />created, being liable, however, only for gross negligence or willful misconduct, and hereby waives any statutory fee
<br />and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance
<br />with the terms hereof. Trustee may resign at any time by written instrument to that effect delivered to Lender.
<br />Lender may remove Trustee at any time or from time to time and select a successor trustee. In the event of the
<br />death, removal, resignation, refusal to act, or inability to act of Trustee, or in its sole discretion for any reason
<br />whatsoever Lender may, without notice and without specifying any reasons therefor and without applying to any
<br />court, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is
<br />recorded, and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such
<br />successor. Such substitute trustee shall not be required to give bond for the faithful performance of the duties of
<br />Trustee hereunder unless required by Lender. The procedure provided for in this Section 18.33 for substitution of
<br />Trustee shall be in addition to and not in exclusion of any other provisions for substitution, by law or otherwise.
<br />Section 18.34. Trustee's Fees. Borrower shall pay all costs, fees and expenses incurred by Trustee and
<br />Trustee's agents and counsel in connection with the performance by Trustee of Trustee's duties hereunder, and all
<br />such costs, fees and expenses shall be secured by this Security Instrument.
<br />Section 18.35. Certain Matters Relating to Propprty Located in the State of Alaska. With respect to the
<br />Property which is located in the State of Alaska, notwithstanding anything contained herein to the contrary:
<br />(a) None of the Property is presently, or will during the term of this Security Instrument, be used for
<br />agricultural or residential purposes.
<br />(b) In addition to all rights and remedies contained in Section 13.02 of this Security Instrument,
<br />Lender may foreclose this Security Instrument judicially pursuant to the provisions of AS 09.45.170 -220 or non-
<br />judicially pursuant to the provisions of AS 34.20.070 -.135.
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