THE OCCURRENCE OF AN EVENT OF DEFAULT (WHICH EVENT OF
DEFAULT HAS NOT BEEN WAIVED IN WRITING BY THE MORTGAGEE) AND UPON DEMAND BY THE
MORTGAGEE FOLLOWING NOTICE TO BORROWER THAT IT WILL ENFORCE ITS SECURITY
INTEREST IN THE COLLATERAL (IF SUCH NOTICE IS SPECIFICALLY REQUIRED UNDER THE
APPLICABLE LOAN DOCUMENTS (INCLUDING PURSUANT TO ANY NOTICE AND CURE RIGHTS)),
THE BORROWER MAY EXERCISE ALL THE RIGHTS AND ENJOY ALL THE BENEFITS OF THE
LESSOR UNDER THE APPLICABLE LEASE;
(C)
ANY AMOUNTS HELD BY THE
MORTGAGEE OR ANY AGENT OR TRUSTEE ACTING ON BEHALF OF THE MORTGAGEE FOR WHICH
APPLICATION IS PROVIDED IN THE LEASE OR APPLICABLE REPLACEMENT LEASE SHALL BE
APPLIED SOLELY AS PROVIDED IN SUCH LEASE.
Section 5.03
Only One Original Lease.
Where
available and for each Lease included in the Collateral, one originally executed
copy shall be marked "original" and legended in form satisfactory to the
Mortgagee to indicate that it is the original of such Lease with all other
copies marked "copy." Where available, a chattel paper counterpart or duplicate
original Lease shall be delivered by the Borrower to the Mortgagee prior to said
Lease being included (subject to the terms and conditions in the Credit
Agreement) in the Borrowing Base calculation.
SECTION 5.04
MISCELLANEOUS.
(A)
THE BORROWER SHALL REMAIN
LIABLE AS LESSOR UNDER THE APPLICABLE LEASE TO PERFORM ALL THE OBLIGATIONS
ASSUMED BY THE BORROWER THEREUNDER. THE OBLIGATIONS OF BORROWER UNDER THE
APPLICABLE LEASE MAY BE PERFORMED BY MORTGAGEE OR ANY SUBSEQUENT ASSIGNEE OF THE
MORTGAGEE ("SUBSEQUENT MORTGAGEE") WITHOUT RELEASING BORROWER THEREFROM. THE
MORTGAGEE OR ANY SUBSEQUENT MORTGAGEE SHALL HAVE NO LIABILITY OR OBLIGATION
UNDER ANY LEASE BY REASON OF THIS MORTGAGE AND SHALL NOT, BY REASON OF THIS
MORTGAGE, BE OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OF BORROWER UNDER THE
LEASES OR TO FILE ANY CLAIM OR TAKE ANY OTHER ACTION TO COLLECT OR ENFORCE ANY
PAYMENT ASSIGNED HEREUNDER.
(B)
THE BORROWER HEREBY AGREES
(I) TO PERFORM DULY AND PUNCTUALLY EACH OF THE TERMS, CONDITIONS AND COVENANTS
CONTAINED IN THE LEASES, AND (II) SUBJECT TO THE BORROWER'S BUSINESS JUDGMENT
AND REASONABLE COMMERCIAL PRACTICE, TO EXERCISE PROMPTLY AND DILIGENTLY EACH AND
EVERY RIGHT IT MAY HAVE UNDER THE LEASES.
(C)
THE BORROWER DOES HEREBY
WARRANT AND REPRESENT THAT ALL LEASES ARE IN FULL FORCE AND EFFECT AND THAT IT
HAS NOT ASSIGNED OR PLEDGED, AND HEREBY COVENANTS THAT IT WILL NOT ASSIGN OR
PLEDGE, SO LONG AS THIS MORTGAGE SHALL REMAIN IN EFFECT, THE WHOLE OR ANY PART
OF THE RIGHTS TO THE LEASES OR ANY OTHER OF THE RIGHTS HEREBY ASSIGNED, TO
ANYONE OTHER THAN THE MORTGAGEE EXCEPT IN THE CASE OF PERMITTED LIENS OR AS MAY
OTHERWISE BE PERMITTED UNDER THE CREDIT AGREEMENT.
G-14
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01
Amendments, Etc.
None of the terms
or provisions of this Mortgage may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the Borrower and Mortgagee,
provided, that any provision of this Mortgage may be waived by the