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<br /> (h) the license granted to Borrower under Section 1.2 hereof shall automatically be
<br /> revoked and Lender may enter into or upon the Property, either personally or by its agents,
<br /> nominees or attorneys and dispossess Borrower and its agents and servants therefrom, without
<br /> liability for trespass, damages or otherwise and exclude Borrower and its agents or servants
<br /> wholly therefrom, and take possession of all books, records and accounts relating thereto and
<br /> Borrower agrees to surrender possession of the Property and of such books, records and accounts
<br /> to Lender upon demand, and thereupon Lender may (i) use, operate, manage, control, insure,
<br /> maintain, repair, restore and otherwise deal with all and every part of the Property and conduct
<br /> the business thereat; (ii) complete any construction on the Property in such manner and form as
<br /> Lender deems advisable; (iii) make alterations, additions, renewals, replacements and
<br /> improvements to or on the Property; (iv) exercise all rights and powers of Borrower with respect
<br /> to the Property, whether in the name of Borrower or otherwise, including, without limitation, the
<br /> right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for,
<br /> collect and receive all Rents of the Property and every part thereof; (v) require Borrower to pay
<br /> monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and
<br /> reasonable rental value for the use and occupation of such part of the Property as may be
<br /> occupied by Borrower; (vi) require Borrower to vacate and surrender possession of the Property
<br /> to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary
<br /> proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the
<br /> Debt, in such order, priority and proportions as Lender shall deem appropriate in its sole
<br /> discretion after deducting therefrom all expenses (including reasonable attorneys' fees) incurred
<br /> in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other
<br /> Charges, insurance and other expenses in connection with the Property, as well as just and
<br /> reasonable compensation for the services of Lender, its counsel, agents and employees;
<br /> (i) apply any sums then deposited or held in escrow or otherwise by or on behalf of
<br /> Lender in accordance with the terms of the Loan Agreement, this Security Instrument or any
<br /> other Loan Document and/or the Accounts to the payment of the following items in any order in
<br /> its sole discretion: (i) Taxes and Other Charges; (ii) insurance premiums; (iii) interest on the
<br /> unpaid principal balance of the Debt; (iv) amortization of the unpaid principal balance of the
<br /> Debt; (v) all other sums payable pursuant to the Note, the Loan Agreement, this Security
<br /> Instrument and the other Loan Documents, including without limitation advances made by
<br /> Lender pursuant to the terms of this Security Instrument;
<br /> (j) surrender the insurance policies maintained pursuant to the Loan Agreement,
<br /> collect the unearned insurance premiums for such insurance policies and apply such sums as a
<br /> credit on the Debt in such priority and proportion as Lender in its discretion shall deem proper,
<br /> and in connection therewith, Borrower hereby appoints Lender as agent and attorney-in-fact
<br /> (which is coupled with an interest and is therefore irrevocable) for Borrower to collect such
<br /> insurance premiums;
<br /> (k) apply the undisbursed balance of any deposit made by Borrower with Lender in
<br /> connection with the restoration of the Property after a casualty thereto or condemnation thereof,
<br /> together with interest thereon, to the payment of the Debt in such order, priority and proportions
<br /> as Lender shall deem to be appropriate in its discretion; and/or
<br /> (1) pursue such other remedies as Lender may have under applicable law.
<br /> 79582.000016 EMF_US 44373001v1
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