NOTICE SHALL BE COMMENCED OR FILED IN
RESPECT OF THE LESSOR OR ANY FEE OWNER OF ANY LEASEHOLD PARCEL, OR ANY PORTION
THEREOF OR INTEREST THEREIN, OR THE SUBJECT LEASE IN CONNECTION WITH ANY CASE
UNDER THE BANKRUPTCY CODE, THEN MORTGAGEE SHALL HAVE THE OPTION, EXERCISABLE
UPON WRITTEN NOTICE FROM MORTGAGEE TO MORTGAGOR, TO CONDUCT AND CONTROL ANY SUCH
LITIGATION WITH COUNSEL OF MORTGAGEE'S CHOICE.
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MORTGAGEE MAY PROCEED IN ITS OWN NAME OR IN THE NAME OF MORTGAGOR IN CONNECTION
WITH ANY SUCH LITIGATION, AND MORTGAGOR AGREES TO EXECUTE ANY AND ALL POWERS,
AUTHORIZATIONS, CONSENTS OR OTHER DOCUMENTS REQUIRED BY MORTGAGEE IN CONNECTION
THEREWITH.
MORTGAGOR SHALL, UPON DEMAND, PAY TO MORTGAGEE ALL REASONABLE COSTS
AND EXPENSES (INCLUDING ATTORNEYS' FEES) PAID OR INCURRED BY MORTGAGEE IN
CONNECTION WITH THE PROSECUTION OR CONDUCT OF ANY SUCH PROCEEDINGS.
MORTGAGOR
SHALL NOT COMMENCE ANY ACTION, SUIT, PROCEEDING OR CASE, OR FILE ANY APPLICATION
OR MAKE ANY MOTION, IN RESPECT OF THE SUBJECT LEASE IN ANY SUCH CASE UNDER
BANKRUPTCY CODE WITHOUT THE PRIOR WRITTEN CONSENT OF MORTGAGEE.
NOTWITHSTANDING
THE FOREGOING, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
MORTGAGEE SHALL NOT PRECLUDE MORTGAGOR FROM ELECTING TO RETAIN ITS POSSESSORY
INTEREST AND RIGHTS UNDER THE SUBJECT LEASE PURSUANT TO
SECTION 365(H)(1)(A)(II) OF THE BANKRUPTCY CODE.
(N)
MORTGAGOR SHALL, AFTER OBTAINING KNOWLEDGE THEREOF, PROMPTLY NOTIFY
MORTGAGEE OF ANY FILING BY OR AGAINST THE LESSOR OR FEE OWNER OF ANY LEASEHOLD
PARCEL OF A PETITION UNDER THE BANKRUPTCY CODE. MORTGAGOR SHALL PROMPTLY DELIVER
TO MORTGAGEE, FOLLOWING RECEIPT, COPIES OF ANY AND ALL NOTICES, SUMMONSES,
PLEADINGS, APPLICATIONS AND OTHER DOCUMENTS RECEIVED BY MORTGAGOR IN CONNECTION
WITH ANY SUCH PETITION AND ANY PROCEEDINGS RELATING THERETO.
(O)
IF THERE SHALL BE FILED BY OR AGAINST MORTGAGOR A PETITION UNDER THE
BANKRUPTCY CODE AND MORTGAGOR, AS LESSEE UNDER A SUBJECT LEASE, SHALL DETERMINE
TO REJECT SUCH SUBJECT LEASE PURSUANT TO SECTION 365(A) OF THE BANKRUPTCY CODE,
THEN MORTGAGOR SHALL GIVE MORTGAGEE NOT LESS THAN TWENTY DAYS' PRIOR NOTICE OF
THE DATE ON WHICH MORTGAGOR SHALL APPLY TO THE BANKRUPTCY COURT FOR AUTHORITY TO
REJECT SUCH SUBJECT LEASE.
MORTGAGEE SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO SERVE UPON MORTGAGOR WITHIN SUCH TWENTY DAY PERIOD A NOTICE
STATING THAT MORTGAGEE DEMANDS THAT MORTGAGOR ASSUME AND ASSIGN SUCH SUBJECT
LEASE TO MORTGAGEE PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE.
IF MORTGAGEE
SHALL SERVE UPON MORTGAGOR THE NOTICE DESCRIBED IN THE PRECEDING SENTENCE,
MORTGAGOR SHALL NOT SEEK TO REJECT SUCH SUBJECT LEASE AND SHALL COMPLY WITH THE
DEMAND PROVIDED FOR IN THE PRECEDING SENTENCE.
(P)
EFFECTIVE UPON THE ENTRY OF AN ORDER FOR RELIEF WITH RESPECT TO MORTGAGOR
UNDER THE BANKRUPTCY CODE, MORTGAGOR HEREBY ASSIGNS AND TRANSFERS TO MORTGAGEE A
NON-EXCLUSIVE RIGHT TO APPLY TO THE BANKRUPTCY COURT UNDER
SUBSECTION 365(D)(4) OF THE BANKRUPTCY CODE FOR AN ORDER EXTENDING THE PERIOD
DURING WHICH THE SUBJECT LEASE MAY BE REJECTED OR ASSUMED.
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IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to
Mortgagee