TO (AND, AT THE WRITTEN DIRECTION OF THE REQUIRED LENDERS, SHALL) TAKE ANY OR
ALL OF THE FOLLOWING ACTIONS AT THE SAME OR DIFFERENT TIMES:
(A)
TO CANCEL LENDER PARTIES' OBLIGATIONS ARISING UNDER THIS AGREEMENT;
(B)
TO INSTITUTE APPROPRIATE PROCEEDINGS TO SPECIFICALLY ENFORCE
PERFORMANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT;
(C)
TO CAUSE COLLATERAL AGENT TO TAKE IMMEDIATE POSSESSION OF THE
COLLATERAL;
(D)
TO CAUSE COLLATERAL AGENT TO APPOINT OR SEEK APPOINTMENT OF A
RECEIVER, WITHOUT NOTICE AND WITHOUT REGARD TO THE SOLVENCY OF BORROWER OR THE
ADEQUACY OF THE SECURITY, FOR THE PURPOSE OF PRESERVING THE COLLATERAL,
PREVENTING WASTE, AND TO PROTECT ALL RIGHTS ACCRUING TO LENDER PARTIES BY VIRTUE
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
ALL EXPENSES INCURRED IN
CONNECTION WITH THE APPOINTMENT OF SUCH RECEIVER, OR IN PROTECTING, PRESERVING,
OR IMPROVING THE COLLATERAL, SHALL BE CHARGED AGAINST BORROWER AND SHALL BE
SECURED BY THE COLLATERAL AGENT'S LIEN;
(E)
TO CAUSE COLLATERAL AGENT TO PROCEED TO PERFORM ANY AND ALL OF THE
DUTIES AND OBLIGATIONS AND EXERCISE ALL THE RIGHTS AND REMEDIES OF BORROWER
CONTAINED IN THE ASSIGNED AGREEMENTS AS FULLY AS BORROWER COULD ITSELF;
(F)
TO CAUSE COLLATERAL AGENT TO TAKE POSSESSION OF THE MORTGAGED
PROPERTY AND/OR THE RENTS AND HAVE, HOLD, MANAGE, LEASE AND OPERATE THE
MORTGAGED PROPERTY ON SUCH TERMS AND FOR SUCH PERIOD OF TIME AS COLLATERAL AGENT
MAY IN ITS DISCRETION DEEM PROPER, AND, EITHER WITH OR WITHOUT TAKING POSSESSION
OF THE MORTGAGED PROPERTY IN COLLATERAL AGENT'S OWN NAME:
(1)
MAKE ANY PAYMENT OR PERFORM ANY ACT WHICH BORROWER HAS FAILED TO
MAKE OR PERFORM, IN SUCH MANNER AND TO SUCH EXTENT AS COLLATERAL AGENT MAY DEEM
NECESSARY TO PROTECT THE SECURITY PROVIDED FOR IN THIS AGREEMENT, OR OTHERWISE,
INCLUDING
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WITHOUT LIMITATION, THE RIGHT TO APPEAR IN AND DEFEND ANY ACTION OR PROCEEDING
PURPORTING TO AFFECT THE SECURITY PROVIDED FOR IN THIS AGREEMENT, OR THE RIGHTS
OR POWERS OF COLLATERAL AGENT;
(2)
LEASE THE MORTGAGED PROPERTY OR ANY PORTION THEREOF IN SUCH MANNER
AND FOR SUCH RENTS AS COLLATERAL AGENT SHALL DETERMINE IN ITS DISCRETION; OR
(3)
DEMAND, SUE FOR, OR OTHERWISE COLLECT AND RECEIVE FROM ALL PERSONS
ALL RENTS, INCLUDING THOSE PAST DUE AND UNPAID, WITH FULL POWER TO MAKE FROM
TIME TO TIME ALL ALTERATIONS, RENOVATIONS, REPAIRS OR REPLACEMENTS OF AND TO THE
MORTGAGED PROPERTY (OR ANY PART THEREOF) AS MAY SEEM PROPER TO COLLATERAL AGENT
AND TO APPLY THE RENTS TO THE PAYMENT OF (IN SUCH ORDER OF PRIORITY AS
COLLATERAL AGENT, IN ITS DISCRETION, MAY DETERMINE):
(a)
All expenses of managing the Mortgaged Property, including,
without limitation, the salaries, fees and wages of a managing agent and such
other employees as Collateral Agent may deem necessary or desirable;
(b)
All taxes, charges, claims, assessments, water rents, sewer rents,
and any other liens, and premiums for all insurance which Collateral Agent may
deem necessary or desirable, and the cost of all alterations, renovations,
repairs, or replacements, and all expenses incidental to taking and retaining