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<br />and take and maintain full control of the Mortgaged Property in order to perform all acts that Lender in its
<br />discretion determines to be necessary or desirable for the operation and maintenance of the Mortgaged
<br />Property, including the execution, cancellation or modification of Leases, the collection of all Rents, the
<br />making of repairs to the Mortgaged Property and the execution or termination of contracts providing for
<br />the management, operation or maintenance of the Mortgaged Property, for the purposes of enforcing the
<br />assignment of Rents pursuant to Section 3(a), protecting the Mortgaged Property or the security of this
<br />Instrument, or for such other purposes as Lender in its discretion may deem necessary or desirable.
<br />Alternatively, if an Event of Default has occurred and is continuing, regardless of the adequacy of
<br />Lender's security, without regard to Borrower's solvency and without the necessity of giving prior notice
<br />(oral or written) to Borrower, Lender may apply to any court having jurisdiction for the appointment of a
<br />receiver for the Mortgaged Property to take any or all of the actions set forth in the preceding sentence. If
<br />Lender elects to seek the appointment of a receiver for the Mortgaged Property at any time after an Event
<br />of Default has occurred and is continuing, Borrower, by its execution of this Instrument, expressly
<br />consents to the appointment of such receiver, including the appointment of a receiver ex parte if permitted
<br />by applicable law. Lender or the receiver, as the case may be, shall be entitled to receive a reasonable
<br />fee for managing the Mortgaged Property. Immediately upon appointment of a receiver or immediately
<br />upon the Lender's entering upon and taking possession and control of the Mortgaged Property, Borrower
<br />shall surrender possession of the Mortgaged Property to Lender or the receiver, as the case may be, and
<br />shall deliver to Lender or the receiver, as the case may be, all documents, records (including computer
<br />files and other records on electronic or magnetic media), accounts, surveys, plans, and specifications
<br />relating to the Mortgaged Property and all security deposits and prepaid Rents. In the event Lender takes
<br />possession and control of the Mortgaged Property, Lender may exclude Borrower and its representatives
<br />from the Mortgaged Property. Borrower acknowledges and agrees that the exercise by Lender of any of
<br />the rights conferred under this Section 3 shall not be construed to make Lender a mortgagee -in-
<br />possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of
<br />the Land and Improvements.
<br />(e) If Lender enters the Mortgaged Property, Lender shall be liable to account only to
<br />Borrower and only for those Rents actually received. Lender shall not be liable to Borrower, anyone
<br />claiming under or through Borrower or anyone having an interest in the Mortgaged Property, by reason of
<br />any act or omission of Lender under this Section 3, and Borrower hereby releases and discharges Lender
<br />from any such liability to the fullest extent permitted by law.
<br />(f) If the Rents are not sufficient to meet the costs of taking control of and managing the
<br />Mortgaged Property and collecting the Rents, any funds expended by Lender for such purposes shall
<br />become an additional part of the Indebtedness as provided in Section 12.
<br />(g) Any entering upon and taking of control of the Mortgaged Property by Lender or the
<br />receiver, as the case may be, and any application of Rents as provided in this Instrument shall not cure or
<br />waive any Event of Default or invalidate any other right or remedy of Lender under applicable law or
<br />provided for in this Instrument.
<br />4. ASSIGNMENT OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY.
<br />(a) As part of the consideration for the Indebtedness, Borrower absolutely and
<br />unconditionally assigns and transfers to Lender all of Borrower's right, title and interest in, to and under
<br />the Leases, including Borrower's right, power and authority to modify the terms of any such Lease, or
<br />extend or terminate any such Lease. It is the intention of Borrower to establish a present, absolute and
<br />irrevocable transfer and assignment to Lender of all of Borrower's right, title and interest in, to and under
<br />the Leases. Borrower and Lender intend this assignment of the Leases to be immediately effective and
<br />to constitute an absolute present assignment and not an assignment for additional security only. For
<br />purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases
<br />shall not be deemed to be a part of the "Mortgaged Property" as that term is defined in Section 1(v).
<br />However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its
<br />terms under the laws of the Property Jurisdiction, then the Leases shall be included as a part of the
<br />Mortgaged Property and it is the intention of the Borrower that in this circumstance this Instrument create
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