OR TENANTS UNDER THE LEASES,
(III) MAKING FORMAL DEMAND FOR THE RENTS, (IV) TAKING POSSESSION OF THE
MORTGAGED PROPERTY AS A LENDER-IN-POSSESSION, (V) OBTAINING THE APPOINTMENT OF A
RECEIVER OF THE RENTS, (VI) SEQUESTERING OR IMPOUNDING THE RENTS OR (VII) TAKING
ANY OTHER AFFIRMATIVE ACTION.
3.05
BANKRUPTCY PROVISIONS.
WITHOUT LIMITING THE PROVISIONS OF THIS
ARTICLE III OR THE ABSOLUTE NATURE OF THE ASSIGNMENT OF THE RENTS HEREUNDER, THE
MORTGAGOR AND THE MORTGAGEE AGREE THAT, TO THE EXTENT THAT THE ASSIGNMENT OF THE
RENTS HEREUNDER IS DEEMED TO BE OTHER THAN AN ABSOLUTE ASSIGNMENT, (A) THIS
MORTGAGE SHALL CONSTITUTE A "SECURITY AGREEMENT" FOR PURPOSES OF
SECTION 552(B) OF THE BANKRUPTCY CODE, (B) THE SECURITY INTEREST CREATED BY THIS
MORTGAGE EXTENDS TO PROPERTY OF THE MORTGAGOR ACQUIRED BEFORE THE COMMENCEMENT
OF A BANKRUPTCY CASE AND TO ALL AMOUNTS PAID AS RENTS AND (C) SUCH SECURITY
INTEREST SHALL EXTEND TO ALL RENTS ACQUIRED BY THE ESTATE AFTER THE COMMENCEMENT
OF ANY BANKRUPTCY CASE.
WITHOUT LIMITING THE ABSOLUTE NATURE OF THE ASSIGNMENT
OF THE RENTS HEREUNDER, TO THE EXTENT THE MORTGAGOR (OR THE MORTGAGOR'S
BANKRUPTCY ESTATE) SHALL BE DEEMED TO HOLD ANY INTEREST IN THE RENTS AFTER THE
COMMENCEMENT OF A VOLUNTARY OR INVOLUNTARY BANKRUPTCY CASE, THE MORTGAGOR HEREBY
ACKNOWLEDGES AND AGREES THAT SUCH RENTS ARE AND SHALL BE DEEMED TO BE "CASH
COLLATERAL" UNDER SECTION 363 OF THE BANKRUPTCY CODE.
ARTICLE IV
EVENTS OF DEFAULT AND REMEDIES
4.01
EVENTS OF DEFAULT.
THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER, AND AS
DEFINED IN ANY OF THE FINANCING DOCUMENTS WHICH IN ANY EVENT SHALL INCLUDE,
WITHOUT LIMITATION, ANY PAYMENT DEFAULT ON ANY OF THE OBLIGATIONS AFTER THE
EXPIRATION OF ANY APPLICABLE GRACE PERIOD, SHALL CONSTITUTE AN EVENT OF DEFAULT
(EACH AN "EVENT OF DEFAULT") HEREUNDER.
4.02
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE
MORTGAGEE MAY, IN THE MORTGAGEE'S SOLE DISCRETION, EITHER ITSELF OR BY OR
THROUGH ONE OR MORE TRUSTEES, AGENTS, NOMINEES, ASSIGNEES OR OTHERWISE, TO THE
FULLEST EXTENT PERMITTED BY LAW, EXERCISE ANY OR ALL OF THE FOLLOWING RIGHTS AND
REMEDIES INDIVIDUALLY, COLLECTIVELY OR CUMULATIVELY:
(A)
EITHER IN PERSON OR BY ITS AGENT, WITH OR WITHOUT BRINGING ANY
ACTION OR PROCEEDING, OR BY A RECEIVER APPOINTED BY A COURT AND WITHOUT REGARD
TO THE ADEQUACY OF ITS SECURITY, (I) ENTER UPON AND TAKE POSSESSION OF THE
MORTGAGED PROPERTY OR ANY PART THEREOF AND OF ALL BOOKS, RECORDS AND ACCOUNTS
RELATING THERETO OR LOCATED THEREON, IN ITS OWN NAME OR IN THE NAME OF THE
MORTGAGOR, AND DO OR CAUSE TO BE DONE ANY ACTS WHICH IT DEEMS NECESSARY OR
DESIRABLE TO PRESERVE THE VALUE OF THE MORTGAGED PROPERTY OR ANY PART THEREOF OR
INTEREST THEREIN, INCREASE THE INCOME THEREFROM OR PROTECT THE SECURITY HEREOF;
(II) WITH OR WITHOUT TAKING POSSESSION OF THE MORTGAGED PROPERTY MAKE SUCH
REPAIRS, ALTERATIONS, ADDITIONS AND IMPROVEMENTS AS THE MORTGAGEE DEEMS
NECESSARY OR DESIRABLE AND DO ANY AND ALL ACTS AND PERFORM ANY AND ALL WORK
WHICH THE MORTGAGEE DEEMS NECESSARY OR DESIRABLE TO