THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, WITHOUT THE NEED FOR NOTICE OR DEMAND, THE LICENSE GRANTED PURSUANT TO
THIS ARTICLE III SHALL IMMEDIATELY AND AUTOMATICALLY BE REVOKED AND THE
MORTGAGEE SHALL IMMEDIATELY AND AUTOMATICALLY BE ENTITLED TO POSSESSION OF ALL
RENTS, WHETHER OR NOT THE MORTGAGEE ENTERS UPON OR TAKES CONTROL OF THE
MORTGAGED PROPERTY.
UPON THE REVOCATION OF SUCH LICENSE, THE MORTGAGOR GRANTS
TO THE MORTGAGEE THE RIGHT, AT ITS OPTION, TO EXERCISE ALL THE RIGHTS GRANTED IN
SECTION 4.02(A) HEREOF.
NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS
CONSTITUTING THE MORTGAGEE A TRUSTEE IN POSSESSION IN THE ABSENCE OF THE TAKING
OF ACTUAL POSSESSION OF THE MORTGAGED PROPERTY BY THE MORTGAGEE PURSUANT TO SUCH
SECTION 4.02(A).
(B)
FROM AND AFTER THE TERMINATION OF SUCH LICENSE, AND UNTIL SUCH LICENSE IS
REINSTATED IN ACCORDANCE WITH THE PROVISIONS HEREOF, THE MORTGAGOR MAY, AT THE
MORTGAGEE'S DIRECTION, BE THE AGENT FOR THE MORTGAGEE IN COLLECTION OF THE RENTS
AND ALL OF THE RENTS SO COLLECTED BY THE MORTGAGOR SHALL BE HELD IN TRUST BY THE
MORTGAGOR FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE MORTGAGEE AND THE MORTGAGOR
SHALL, WITHIN ONE (1) BUSINESS DAY AFTER RECEIPT OF ANY RENTS, PAY THE SAME TO
THE MORTGAGEE TO BE APPLIED BY THE MORTGAGEE AS PROVIDED HEREIN.
ALL RENTS
COLLECTED SHALL BE APPLIED AGAINST ALL EXPENSES OF COLLECTION (INCLUDING, BUT
NOT LIMITED TO, ATTORNEYS' FEES), COSTS OF OPERATION AND MANAGEMENT OF THE
MORTGAGED PROPERTY AND THE OBLIGATIONS, IN WHATEVER ORDER OR PRIORITY AS TO ANY
OF SUCH ITEMS AS THE MORTGAGEE DIRECTS IN ITS SOLE AND ABSOLUTE DISCRETION AND
WITHOUT REGARD TO THE ADEQUACY OF ITS SECURITY.
NEITHER DEMAND FOR NOR
COLLECTION OF RENTS BY THE MORTGAGEE SHALL CONSTITUTE ANY ASSUMPTION BY THE
MORTGAGEE OF ANY OBLIGATIONS UNDER ANY LEASE OR AGREEMENT RELATING THERETO.
(C)
ANY FUNDS EXPENDED BY THE MORTGAGEE TO TAKE CONTROL OF AND MANAGE THE
MORTGAGED PROPERTY AND COLLECT THE RENTS SHALL BECOME PART OF THE OBLIGATIONS
SECURED HEREBY.
SUCH AMOUNTS SHALL BE PAYABLE UPON DEMAND FROM THE MORTGAGOR TO
THE MORTGAGEE AND SHALL BEAR INTEREST FROM THE DATE OF EXPENDITURE AT THE
INTEREST RATE SET FORTH IN SECTION 4.4 OF THE CREDIT AGREEMENT.
3.04
SALE OF MORTGAGED PROPERTY.
(A)
UPON ANY SALE OF ANY OF THE MORTGAGED
PROPERTY BY OR FOR THE BENEFIT OF THE MORTGAGEE PURSUANT TO THIS MORTGAGE, THE
RENTS ATTRIBUTABLE TO THE PART OF THE MORTGAGED PROPERTY SO SOLD SHALL BE
INCLUDED IN SUCH SALE AND SHALL PASS TO THE PURCHASER FREE AND CLEAR OF ANY
RIGHTS GRANTED HEREIN TO THE MORTGAGOR.
(B)
THE MORTGAGOR ACKNOWLEDGES AND AGREES THAT, UPON RECORDATION OF
THIS MORTGAGE, THE MORTGAGEE'S INTEREST IN THE RENTS SHALL BE DEEMED TO BE FULLY
PERFECTED, "CHOATE" AND ENFORCEABLE AGAINST THE MORTGAGOR AND ALL THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY DEBTOR IN POSSESSION OR TRUSTEE IN ANY CASE
UNDER THE BANKRUPTCY CODE, WITHOUT THE NECESSITY OF
(I) COMMENCING A FORECLOSURE ACTION WITH RESPECT TO THIS MORTGAGE,
(II) FURNISHING NOTICE TO THE MORTGAGOR