ACKNOWLEDGMENT OF THE LEASE.
THE OWNER TRUSTEE AND THE
MORTGAGEE ACKNOWLEDGE AND AGREE FOR THE BENEFIT OF EACH PERMITTED LESSEE THAT
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF TO THE CONTRARY, THE LIEN OF THIS
MORTGAGE SHALL, SO LONG AS NO LEASE EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BE EXPRESSLY SUBJECT TO ALL OF THE RIGHTS OF SUCH PERMITTED LESSEE
UNDER THE APPLICABLE LEASE.
SECTION 5.02
QUIET ENJOYMENT, ETC.
THE OWNER TRUSTEE AND THE
MORTGAGEE ACKNOWLEDGE AND AGREE FOR THE BENEFIT OF EACH PERMITTED LESSEE THAT
NOTWITHSTANDING ANY OTHER PROVISION HEREOF TO THE CONTRARY;
(A)
SO LONG AS NO LEASE EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, THE MORTGAGEE SHALL NOT INTERFERE OR PERMIT ANY PERSON ACTING BY,
THROUGH OR UNDER THE MORTGAGEE TO INTERFERE WITH ANY RIGHT OF SUCH PERMITTED
LESSEE PEACEABLY AND QUIETLY WITHOUT HINDRANCE OR MOLESTATION TO HOLD, POSSESS
AND USE, DURING THE TERM OF THE LEASE AND IN ACCORDANCE WITH THE TERMS THEREOF,
THE EQUIPMENT;
(B)
SUBJECT TO THE PROVISIONS OF THIS MORTGAGE, AND UNTIL 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
OWNER TRUSTEE 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 OWNER TRUSTEE MAY
EXERCISE ALL THE RIGHTS AND ENJOY ALL THE BENEFITS OF THE LESSOR UNDER THE
LEASE; AND
(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, ONE ORIGINALLY
EXECUTED LEASE INCLUDED IN THE COLLATERAL SHALL BE MARKED "ORIGINAL" AND
LEGENDED IN FORM SATISFACTORY TO THE MORTGAGEE TO INDICATE THAT IT IS THE
ORIGINAL OF THE LEASE WITH ALL OTHER COPIES MARKED "COPY." WHERE AVAILABLE, A
CHATTEL PAPER COUNTERPART OR DUPLICATE ORIGINAL LEASE SHALL BE DELIVERED BY THE
OWNER TRUSTEE TO THE MORTGAGEE PRIOR TO SAID LEASE BEING INCLUDED (SUBJECT TO
THE TERMS AND CONDITIONS IN THE CREDIT AGREEMENT) IN THE BORROWING BASE
CALCULATION.
J-15
SECTION 5.04
MISCELLANEOUS.
(A)
THE OWNER TRUSTEE SHALL REMAIN LIABLE AS LESSOR UNDER THE LEASE TO
PERFORM ALL THE OBLIGATIONS ASSUMED BY THE OWNER TRUSTEE THEREUNDER.
THE
OBLIGATIONS OF OWNER TRUSTEE UNDER THE LEASE MAY BE PERFORMED BY MORTGAGEE OR
ANY SUBSEQUENT ASSIGNEE OF THE MORTGAGEE ("SUBSEQUENT MORTGAGEE") WITHOUT
RELEASING OWNER TRUSTEE THEREFROM.
THE MORTGAGEE OR ANY SUBSEQUENT MORTGAGEE
SHALL HAVE NO LIABILITY OR OBLIGATION UNDER THE LEASE BY REASON OF THIS MORTGAGE
AND SHALL NOT, BY REASON OF THIS MORTGAGE, BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OF OWNER TRUSTEE UNDER THE LEASE OR TO FILE ANY CLAIM OR TAKE ANY
OTHER ACTION TO COLLECT OR ENFORCE ANY PAYMENT ASSIGNED HEREUNDER.
(B)
THE OWNER TRUSTEE HEREBY AGREES (I) TO PERFORM DULY