EXCEPT TO THE EXTENT EXPRESSLY PERMITTED HEREIN OR UNDER THE OTHER
TRANSACTION DOCUMENTS, THE COMPANY WILL NOT, WITHOUT MORTGAGEE'S WRITTEN
CONSENT, (I) ASSIGN, MORTGAGE, PLEDGE OR OTHERWISE TRANSFER, DISPOSE OF OR
ENCUMBER, WHETHER BY OPERATION OF LAW OR OTHERWISE, ANY SPACE LEASE OR THE RENTS
OR OTHER INCOME THEREUNDER OR THEREFROM, (II) ACCEPT OR PERMIT THE ACCEPTANCE OF
A PREPAYMENT OF ANY RENTS FOR MORE THAN ONE MONTH IN ADVANCE OF THE DUE DATES
THEREFOR, (III) AMEND, MODIFY, OR OTHERWISE ALTER ANY SPACE LEASE, OR
(IV) CANCEL, TERMINATE OR ACCEPT A SURRENDER OF ANY SPACE LEASE.
THE COMPANY
WILL FROM TIME TO TIME, PROMPTLY UPON MORTGAGEE'S REASONABLE REQUEST, PREPARE
AND DELIVER TO MORTGAGEE SUCH INFORMATION CONCERNING THE SPACE LEASES AS
MORTGAGEE SHALL REQUEST.
ARTICLE V
DEFAULTS AND REMEDIES
Section 5.1
Events of Default.
Each of the following shall
constitute an Event of Default hereunder:
(A)
THE OCCURRENCE OF AN "EVENT OF DEFAULT" AS DEFINED IN ARTICLE 8 OF
THE LOAN AGREEMENT; OR
(B)
THE FAILURE OF THE COMPANY TO OBSERVE AND PERFORM ANY COVENANT,
CONDITION OR AGREEMENT ON ITS PART TO BE OBSERVED OR PERFORMED IN THIS MORTGAGE
(OTHER THAN AN OCCURRENCE WHICH MAY SOONER CONSTITUTE AN "EVENT OF DEFAULT"
UNDER THE LOAN AGREEMENT) INCLUDING, WITHOUT LIMITATION, THE COVENANTS CONTAINED
IN ARTICLE I HEREIN FOR A PERIOD OF THIRTY (30) DAYS AFTER WRITTEN NOTICE
SPECIFYING SUCH FAILURE AND REQUESTING THAT IT BE REMEDIED, GIVEN TO THE COMPANY
BY MORTGAGEE, UNLESS MORTGAGEE AGREES IN WRITING TO AN EXTENSION OF SUCH TIME
PRIOR TO ITS EXPIRATION.
Section 5.2
Remedies.
Upon the occurrence of an Event of Default,
all Secured Obligations, at the option of Mortgagee, shall be accelerated and
become immediately due and payable upon notice to the Company.
The outstanding
principal amount and the interest accrued thereon of the Secured Obligations
shall be due and payable without presentment, demand or further notice of any
kind, all of which are hereby expressly waived by the Company.
15
The Company will pay to Mortgagee the entire Secured Obligations or portions
thereof, as applicable, and to the extent permitted by law, the premiums and
penalties, if any, provided in this Mortgage and each other Transaction
Document, as applicable, and such payment shall be applied in accordance with
Section 2.4(b)(i) of the Loan Agreement.
In the event of any Event of Default, whether or not an acceleration shall
occur, Mortgagee shall have the right to proceed to protect and enforce its
rights by one or more of the following remedies:
(A)
MORTGAGEE SHALL HAVE THE RIGHT TO BRING SUIT EITHER FOR DAMAGES,
SPECIFIC PERFORMANCE OF ANY AGREEMENT CONTAINED IN ANY TRANSACTION DOCUMENT, OR
FOR THE FORECLOSURE OF THIS MORTGAGE, OR FOR THE ENFORCEMENT OF ANY OTHER
APPROPRIATE LEGAL OR EQUITABLE REMEDY.
(B)
MORTGAGEE SHALL HAVE THE RIGHT TO OBTAIN A RECEIVER AT ANY TIME
AFTER AN EVENT OF DEFAULT, WHETHER OR NOT AN ACTION FOR FORECLOSURE HAS BEEN
COMMENCED. ANY COURT HAVING JURISDICTION SHALL AT THE REQUEST OF MORTGAGEE
FOLLOWING AN EVENT OF DEFAULT