CASH
COLLATERAL, AND ANY OF THE AFORESAID RIGHTS WITH RESPECT THERETO AND TO THE
CONTRACTS, BONDS, LEASES AND OTHER DOCUMENTS EVIDENCING THE SAME, IS INTENDED TO
BE AND IS AN ABSOLUTE PRESENT ASSIGNMENT FROM THE COMPANY TO MORTGAGEE AND NOT
MERELY THE PASSING OF A SECURITY INTEREST.
(B)
SO LONG AS THERE SHALL EXIST NO EVENT OF DEFAULT HEREUNDER WHICH
HAS NOT BEEN WAIVED IN WRITING BY MORTGAGEE, THE COMPANY SHALL HAVE THE RIGHT
AND LICENSE TO EXERCISE ALL RIGHTS, OPTIONS AND PRIVILEGES EXTENDED TO THE
LESSOR UNDER THE TERMS OF THE SPACE LEASES, INCLUDING, WITHOUT LIMITATION, THE
RIGHT TO COLLECT ALL RENTS.
THE COMPANY AGREES TO HOLD THE SAME IN TRUST AND TO
USE THE SAME, FIRST, IN PAYMENT OF THE SECURED OBLIGATIONS, SECOND, THE TAXES
AND INSURANCE PREMIUMS PAYABLE HEREUNDER AND ALL OTHER CHARGES ON OR AGAINST THE
MORTGAGED PROPERTY AND, THIRD, TO THE EXPENSES OF THE COMPANY'S BUSINESS IN OR
ON THE MORTGAGED PROPERTY.
(C)
IN THE EVENT OF ANY SUCH EVENT OF DEFAULT WHICH HAS NOT BEEN SO
WAIVED, THE RIGHT AND LICENSE SET FORTH IN SUBPARAGRAPH (B) OF THIS
SECTION SHALL BE AUTOMATICALLY REVOKED, AND, THEREAFTER, MORTGAGEE SHALL HAVE
THE RIGHT AND AUTHORITY TO EXERCISE ANY OF THE RIGHTS OR REMEDIES REFERRED TO OR
SET FORTH HEREIN.
IN ADDITION, UPON SUCH AN EVENT OF DEFAULT, THE COMPANY SHALL
PROMPTLY PAY TO MORTGAGEE (A) ALL RENT PREPAYMENTS AND SECURITY OR OTHER
DEPOSITS PAID TO THE COMPANY PURSUANT TO ANY SPACE LEASES AND (II) ALL CHARGES
FOR SERVICES OR FACILITIES OR FOR ESCALATIONS WHICH WERE PAID PURSUANT TO ANY
SPACE LEASES TO THE EXTENT ALLOCABLE TO ANY PERIOD FROM AND AFTER SUCH EVENT OF
DEFAULT AND ANY SUCH SUMS RECEIVED BY MORTGAGEE SHALL BE APPLIED BY MORTGAGEE IN
ACCORDANCE WITH SECTION 2.4(B)(I) OF THE LOAN AGREEMENT.
(D)
IF THE COMPANY IS NOT REQUIRED TO SURRENDER POSSESSION OF THE
MORTGAGED PROPERTY HEREUNDER IN THE EVENT OF ANY SUCH EVENT OF DEFAULT WHICH HAS
NOT BEEN SO WAIVED, THE COMPANY WILL PAY MONTHLY IN ADVANCE TO MORTGAGEE, OR TO
ANY RECEIVER APPOINTED TO COLLECT SAME, THE INCOME, PROFITS OR PROCEEDS RECEIVED
BY THE COMPANY UNDER ANY OF THE SPACE LEASES.
(E)
THE COMPANY WILL UPON MORTGAGEE'S REQUEST EXECUTE, ACKNOWLEDGE AND
DELIVER TO MORTGAGEE, IN FORM APPROVED BY MORTGAGEE, ONE OR MORE GENERAL OR
SPECIFIC ASSIGNMENTS OF THE LESSOR'S INTEREST UNDER ANY SPACE
14
LEASE (WHICH ARE CONSISTENT WITH THE FOREGOING PROVISIONS).
THE COMPANY WILL,
ON DEMAND, PAY TO MORTGAGEE, OR REIMBURSE MORTGAGEE FOR THE PAYMENT OF, ALL
REASONABLE COSTS OR EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION OR
RECORDING OF ANY SUCH ASSIGNMENT.
(F)
THE COMPANY WILL (I) PERFORM OR CAUSE TO BE PERFORMED THE
LESSOR'S OBLIGATIONS UNDER ANY SPACE LEASE, (II) ENFORCE THE PERFORMANCE BY THE
LESSEE UNDER ITS RESPECTIVE SPACE LEASE OF ALL OF SAID LESSEE'S MATERIAL
OBLIGATIONS THEREUNDER AND (III) GIVE MORTGAGEE PROMPT NOTICE AND A COPY OF ANY
NOTICE OF DEFAULT, EVENT OF DEFAULT, TERMINATION OR CANCELLATION SENT OR
RECEIVED BY THE COMPANY.
(G)