PURSUANT TO WHICH (I) MORTGAGEE WILL AGREE THAT SO LONG AS SUCH LEASE
SHALL BE IN FULL FORCE AND EFFECT AND SUCH LESSEE IS NOT IN DEFAULT THEREUNDER,
MORTGAGEE WILL NOT DISTURB, PURSUANT TO A FORECLOSURE ACTION OR OTHERWISE, SUCH
LESSEE'S POSSESSION UNDER SUCH LEASE, AND (II) SUCH LESSEE SHALL AGREE THAT IF
MORTGAGEE OR ANY FUTURE HOLDER OF THIS MORTGAGE SHALL BECOME THE OWNER OF THE
MORTGAGED PROPERTY BY REASON OF FORECLOSURE OF THE MORTGAGE OR OTHERWISE, OR IF
THE MORTGAGED PROPERTY SHALL BE SOLD AS A RESULT OF ANY FORECLOSURE ACTION OR
DEED IN LIEU THEREOF, THEN SUCH LEASE SHALL CONTINUE IN FULL FORCE AND EFFECT AS
A DIRECT LEASE BETWEEN SUCH LESSEE AND THE THEN OWNER OF THE MORTGAGED
PROPERTY.
ALTHOUGH IT IS THE INTENTION OF THE PARTIES THAT THE ASSIGNMENT
CONTAINED IN THIS SECTION SHALL BE A PRESENT AND ABSOLUTE ASSIGNMENT, IT IS
EXPRESSLY UNDERSTOOD AND AGREED, ANYTHING TO THE CONTRARY NOTWITHSTANDING, THAT
MORTGAGEE SHALL NOT EXERCISE ANY OF THE RIGHTS OR POWERS CONFERRED UPON IT BY
THIS PARAGRAPH 32 UNTIL AN EVENT OF DEFAULT SHALL OCCUR UNDER THIS MORTGAGE.
FROM TIME TO TIME, MORTGAGOR SHALL FURNISH MORTGAGEE WITH EXECUTED COPIES OF
EACH OF THE LEASES AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO FURNISH
MORTGAGEE WITH ESTOPPEL LETTERS FROM EACH TENANT UNDER EACH OF THE LEASES IN A
FORM SATISFACTORY TO MORTGAGEE WITHIN 30 DAYS AFTER MORTGAGEE'S WRITTEN DEMAND.
(A)
FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT, (I) MORTGAGEE
SHALL HAVE THE RIGHTS AND POWERS AS ARE PROVIDED HEREIN, (II) THIS MORTGAGE
SHALL CONSTITUTE A DIRECTION TO EACH LESSEE UNDER THE LEASES AND EACH GUARANTOR
THEREOF TO PAY ALL RENTS DIRECTLY TO MORTGAGEE WITHOUT PROOF OF THE EVENT OF
DEFAULT, AND (III) MORTGAGEE SHALL HAVE THE AUTHORITY, AS MORTGAGOR'S
ATTORNEY-IN-FACT (SUCH AUTHORITY BEING COUPLED WITH AN INTEREST AND
IRREVOCABLE), TO SIGN THE NAME OF MORTGAGOR AND TO BIND MORTGAGOR ON ALL PAPERS
AND DOCUMENTS RELATING TO THE OPERATION, LEASING AND MAINTENANCE OF THE
MORTGAGED PROPERTY.
(B)
IF MORTGAGOR, AS LESSOR UNDER ANY LEASE, SHALL NEGLECT OR REFUSE
TO PERFORM, OBSERVE AND KEEP ALL OF THE COVENANTS, PROVISIONS AND AGREEMENTS
CONTAINED IN SUCH LEASE, THEN MORTGAGEE MAY PERFORM AND COMPLY WITH ANY SUCH
LEASE COVENANTS, AGREEMENTS AND PROVISIONS.
ALL COSTS AND EXPENSES INCURRED BY
MORTGAGEE IN COMPLYING WITH SUCH COVENANTS, AGREEMENTS, AND PROVISIONS SHALL
CONSTITUTE GUARANTEED OBLIGATIONS AND SHALL BE PAYABLE UPON DEMAND WITH INTEREST
AT THE DEFAULT RATE (AS DEFINED IN THE CREDIT AGREEMENT).
(C)
MORTGAGEE SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE ANY
OBLIGATION, DUTY OR LIABILITY UNDER ANY LEASE, AND MORTGAGOR SHALL AND DOES
HEREBY AGREE, EXCEPT TO THE EXTENT OF MORTGAGEE'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, TO INDEMNIFY AND HOLD MORTGAGEE HARMLESS OF AND FROM ANY AND ALL
LIABILITY, LOSS OR DAMAGE WHICH IT MAY OR MIGHT INCUR UNDER ANY LEASE OR UNDER
OR BY REASON OF THEIR ASSIGNMENTS AND OF AND FROM ANY AND ALL CLAIMS AND DEMANDS
WHATSOEVER WHICH MAY BE ASSERTED AGAINST IT BY REASON OF ALL ALLEGED