Common use of Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income Clause in Contracts

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs and is continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. 3.5.2 If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (a) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereon, and all necessary additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; (b) insure or keep the Mortgaged Property insured; (c) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx of Mortgagor in their name or otherwise with respect to the same; (d) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Event of Default occurs and is continuingshall have occurred, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom therefrom, and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. 3.5.2 (b) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property the Mortgaged Property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such which judgment or decreedecree Mortgagor hereby specifically consents. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their its attorneys and agents, and all such costs, expenses and compensation shall, until paid, accrue interest at the maximum rate permissible under applicable law and be secured by the lien of this Mortgage. 3.5.3 (c) Upon every such entering upon or taking of possession, Mortgagee may may, without limitation, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, thereof and, from time to time in its sole and absolute discretion and without being under any duty to so acttime: (ai) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property in connection therewithproperty; (bii) insure or keep the Mortgaged Property insured; (ciii) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of Mortgagor in their its name or otherwise otherwise, with respect to the same; (div) enter into agreements with others to exercise the powers herein granted Mortgagee, ; and (v) receive reasonable compensation for its service and reimbursement of its expenses necessarily incurred; all as Mortgagee from time to time may determine; and, in connection therewith, Mortgagor shall indemnify, defend and hold Mortgagee harmless of and from any and all claims, expenses, demands and/or liability arising therefrom. Mortgagee may collect and receive all the income, revenues, rents, issues and profits of the same, including those past due as well as those accruing thereafter; and shall apply the monies so received by Mortgagee in such priority as provided by Mortgagee may determine to (1) the Collateral Trust Agreement; and/or payment of accrued interest on the Note, (e2) rent or sublet to the payment of overdue installments of principal, (3) the deposits for taxes and assessments due, (4) fees, charges, expenses and interest paid and/or accrued hereunder, (5) to the cost of insurance, taxes, assessments and other proper charges upon the Mortgaged Property or any portion part thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession including repairs and maintenance thereof, and (6) reasonable compensation, expenses and disbursements of the Mortgaged Property to Mortgagor (i) as may be required by law or court orderMortgagee, or (ii) when all amounts under any of the terms of the Secured Debt Documentsits agents, including this Mortgage, shall have been paid current attorneys and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingother representatives.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagortherefrom. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; additional personal property; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and shall apply irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the monies so received by name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e) rent may deem necessary or sublet the Mortgaged Property or proper to implement and perform any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession and all of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingforegoing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Event of Default occurs and is continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. 3.5.2 (b) If an Actionable Event of Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 (c) Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (a1) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereon, and all necessary additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; (b2) insure or keep the Mortgaged Property insured; (c3) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx of Mortgagor in their name or otherwise with respect to the same; (d4) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust Intercreditor Agreement; and/or (e5) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Senior Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults Events of Default have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Mortgaged Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor therefrom. Notwithstanding anything to the bookscontrary contained herein, papers and accounts the surrender of possession of the Mortgaged Property by Mortgagor herein shall under no circumstances be construed to mean Mortgagor's surrender of the business operated on the Mortgaged Property. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty additional Fixtures and other property in connection therewith; Personal Property; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and irrevocably appoints Mortgagee its true and lawful attorney- in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (iv) The Mortgagee may, with or without taking possession of the Mortgaged Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due as well as those accruing thereafter, and shall apply the monies so received first, to the payment of all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Mortgagee and its agents in such priority as provided by connection with the Collateral Trust Agreement; and/or (e) rent collection of same, whether or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender not in possession of the Mortgaged Property Property, and second, in such order as Mortgagee may elect, to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any the payment of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingObligations.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagortherefrom. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; additional personal property; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and shall apply irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the monies so received by name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e) rent may deem necessary or sublet the Mortgaged Property or proper to implement and perform any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession and all of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingforegoing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs and is continuing(a) Upon the occurrence of a Default, the Mortgagor, upon demand of the Mortgagee, shall forthwith surrender to the Mortgagee the actual possession andpossession, and if and to the extent permitted by law, the Mortgagee itself, or by such the officers or agents as it may appoint, may enter and take possession of all or any portion of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwisePremises, and may exclude the Mortgagor and its agents and employees wholly therefrom therefrom, and may have joint access with the Mortgagor to the books, papers and accounts of the Mortgagor.; 3.5.2 (b) If an Actionable Default has occurred and is continuing and the Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property Premises or any part thereof after the Mortgagee's demand, the Mortgagee may obtain a judgment or decree conferring on the Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property the Mortgaged Premises to Mortgagee and Mortgagor hereby specifically consents the Mortgagee, to the entry of such which judgment or decree. decree the Mortgagor hereby specifically consents; (c) The Mortgagor shall pay to the Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to the Mortgagee, their its attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage.; and 3.5.3 (d) Upon every such entering upon or taking of possession, the Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property Premises and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so acttime: (ai) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property in connection therewithproperty; (bii) insure or keep the Mortgaged Property Premises insured; (ciii) manage and operate the Mortgaged Property Premises and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise otherwise, with respect to the same;; and (div) enter into agreements with others to exercise the powers herein granted the Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuing.;

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Mortgaged Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagorthereof. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (a) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (ab) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty additional Fixtures and other property in connection therewith; Personal Property; (bc) insure or keep the Mortgaged Property insured; ; (cd) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (de) enter into lease or rental agreements with others (including, without limitation, new Leases or amendments, extensions or cancellations to exercise the powers herein granted Mortgagee, existing leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (iv) The Mortgagee may, with or without taking possession of the Mortgaged Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due and well as those accruing thereafter, and shall apply the monies so received first to the payment of all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Mortgagee and its agents in such priority as provided by connection with the Collateral Trust Agreement; and/or (e) rent collection of same, whether or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender not in possession of the Mortgaged Property Property, and second, in such order as Mortgagee may elect, to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any the payment of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waivedObligations. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuing.Florida Mortgage - Page 16 Initials: ______ ______

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (i) If an Actionable Event of Default occurs has occurred and is continuingcontinuing (beyond any applicable notice and cure period), (i) Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by applicable law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible CollateralPersonal Property, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to Revel AC - 2011 First Lien Mortgage the books, papers and accounts of Mortgagor, and (ii) Mortgagor shall pay monthly in advance to Mortgagee upon Mortgagee’s entry into possession, or to any receiver appointed to collect the Rents, all Rents actually paid to Mortgagor. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property Property, including the Personal Property, or any part thereof after Mortgagee's demand’s demand following the occurrence and during the continuance of an Event of Default (beyond any applicable notice and cure period), Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, Mortgage upon demand, all reasonable costs and expenses (including attorney’s fees and expenses) of obtaining such judgment or decree and reasonable compensation to Mortgagee, their attorneys Mortgagee and its agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien Lien of this Mortgage. 3.5.3 (iii) Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereofthereof and of Mortgagor, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (a) complete construction of all or any part of the Project if applicable, and make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty personality and other property in connection therewithproperty; (b) insure or keep the Mortgaged Property insured; (c) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of Mortgagor in their its name or otherwise with respect to the same; (d) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and, subject to the absolute assignment of the Leases and Rents to Mortgagee, Mortgagee may collect and receive all the Rents, including those past due as well as those scenting thereafter; and shall apply the monies so received by Mortgagee in such priority as provided by accordance with the Collateral Trust Credit Agreement; and/or, and (e) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property Property, including the Personal Property, to Mortgagor (i) as may be required by law or court order, or (ii) only when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, Obligations then due and owing shall have been paid current and all Actionable Defaults have been cured or waiveddefaults cured. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Mortgaged Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagortherefrom. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty additional Fixtures and other property in connection therewith; Personal Property; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (iv) The Mortgagee may, with or without taking possession of the Mortgaged Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due as well as those accruing thereafter, and shall apply the monies so received first, to the payment of all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Mortgagee and its agents in such priority as provided by connection with the Collateral Trust Agreement; and/or (e) rent collection of same, whether or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender not in possession of the Mortgaged Property Property, and second, in such order as Mortgagee may elect, to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any the payment of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingObligations.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Event of Default occurs and is continuingshall have occurred, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession andpossession, and if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom therefrom, and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. 3.5.2 (b) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property the Mortgaged Property to Mortgagee along with all books, papers and Mortgagor hereby specifically consents accounts of Mortgagor, to the entry of such which judgment or decree. decree Mortgagor hereby specifically consents. (c) Mortgagor shall pay to Mortgagee, upon demand, all reasonable costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their its attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 (d) Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so acttime: (ai) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property in connection therewithproperty; (bii) insure or keep the Mortgaged Property insured; (ciii) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of Mortgagor in their name or otherwise with respect to the sameits name; (div) enter into agreements with others to exercise the powers herein granted Mortgagee, ; all as Mortgagee in its reasonable judgment from time to time may determine; and Mortgagee may collect and receive all the income, revenues, rents, issues and profits of the same, including those past due as well as those accruing thereafter; and shall apply the monies so received by Mortgagee in such priority as provided by Mortgagee may determine to (1) the Collateral Trust Agreementreasonable compensation, expenses and disbursements of the agents and attorneys; and/or (e2) rent or sublet the cost of insurance, taxes, assessments and other proper charges upon the Mortgaged Property or any portion thereof part thereof; (3) the deposits for any purpose permitted by this Mortgagetaxes and assessments and insurance premiums due; and (4) the payment of accrued interest on the Note. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) only when all amounts that is due upon such interest, tax and insurance deposits and principal installments, and under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waiveddefaults made good. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If (a) Subject to compliance with applicable Gaming Laws, if an Actionable Event of Default occurs and is continuing, (i) Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, Property including the Tangible CollateralPersonal Property, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor; and (ii) Mortgagor shall pay monthly in advance to Mortgagee on Mortgagee’s entry into possession, or to any receiver appointed to collect the Rents, all Rents then due and payable. 3.5.2 (b) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property, the Personal Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor or Borrower shall pay to Mortgagee, upon demand, all reasonable costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their attorneys its attorneys’ and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 Upon (c) Subject to compliance with applicable Gaming Laws, upon every such entering upon or taking of possession, Mortgagee Mortgagee, or an agent thereof, may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (ai) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property in connection therewithproperty; (bii) insure or keep the Mortgaged Property insured; (ciii) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of Mortgagor in their its name or otherwise with respect to the same; (div) enter into agreements with others to exercise the powers herein granted to Mortgagee, all as Mortgagee from time to time may determine; and, subject to the absolute assignment of the Rents and Leases to Mortgagee, Mortgagee may collect and receive all the Rents, including those past due as well as those accruing thereafter; and shall apply the monies so received by Mortgagee in such priority as provided Mortgagee, subject to the Intercreditor Agreement, may determine to (1) the payment of interest and principal due and payable under the Indebtedness Documents, (2) the deposits for taxes and assessments and insurance premiums due, (3) the cost of insurance, taxes, assessments and other proper charges upon the Mortgaged Property or any part thereof, (4) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Mortgagee, and (5) any other charges or costs required to be paid by Mortgagor or Borrower under the Collateral Trust Agreementterms hereof; and/orand (ev) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property and the Personal Property to Mortgagor (i) as may be required by law or court orderonly when all accrued and unpaid interest and principal, or (ii) when tax and insurance deposits, and all amounts under any of the terms of the Secured Debt DocumentsCredit Agreement, including the Indenture, this MortgageMortgage or any other Indebtedness Document, shall have been paid current and all Actionable Defaults have been cured or waivedin full. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Event of Default occurs and is continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of MortgagorXxxxxxxxx. 3.5.2 (b) If an Actionable Event of Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their its attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien lien, security title and security interest of this Mortgage. 3.5.3 (c) Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (a1) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereon, and all necessary additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; (b2) insure or keep the Mortgaged Property insured; (c3) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx of Mortgagor in their name or otherwise with respect to the same; (d4) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust AgreementSecured Debt Documents to (1) the payment of interest and principal due and payable to the Mortgagee, (2) the deposits for taxes and assessments and insurance premiums due, (3) the cost of insurance, taxes, assessments and other proper charges upon the Mortgaged Property or any part thereof; and/or(4) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Mortgagee as allowed under this Mortgage; and (5) any other charges or costs required to be paid by Xxxxxxxxx under the terms of the Secured Debt Documents. (e5) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults Events of Default have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Default occurs and is continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee for the benefit of the Secured Parties the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. 3.5.2 (b) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee for the benefit of the Secured Parties may obtain a judgment or decree conferring on Mortgagee for the benefit of the Secured Parties the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee for the benefit of the Secured Parties and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor shall pay to MortgageeMortgagee for the benefit of the Secured Parties, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to MortgageeMortgagee for the benefit of the Secured Parties, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 (c) Upon every such entering upon or taking of possession, Mortgagee for the benefit of the Secured Parties may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (a1) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereon, and all necessary additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; (b2) insure or keep the Mortgaged Property insured; (c3) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx of Mortgagor in their name or otherwise with respect to the same; (d4) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e5) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagortherefrom. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; additional Personalty; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (iv) The Mortgagee may, with or without taking possession of the Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due as well as those accruing thereafter, and shall apply the monies so received first, to the payment of all costs and expenses (including, without limitation, costs of arbitration, reasonable attorneys’ fees and expenses) incurred by Mortgagee and its agents in such priority as provided by connection with the Collateral Trust Agreement; and/or (e) rent collection of same, whether or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender not in possession of the Mortgaged Property Property, and second, in such order as Mortgagee may elect, to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any the payment of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingObligations.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Xxxxxxxxx surrender the actual possession of the Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Xxxxxxxxx shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor Xxxxxxxxx and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagortherefrom. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; additional Personalty; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and shall apply irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the monies so received by name of Xxxxxxxxx, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e) rent may deem necessary or sublet the Mortgaged Property or proper to implement and perform any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession and all of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingforegoing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Mortgaged Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor therefrom. Notwithstanding anything to the bookscontrary contained herein, papers and accounts the surrender of possession of the Mortgaged Property by Mortgagor herein shall under no circumstances be construed to mean Mortgagor's surrender of the business operated on the Mortgaged Property. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty additional Fixtures and other property in connection therewith; Personal Property; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Mortgagor hereby constitutes and irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (iv) The Mortgagee may, with or without taking possession of the Mortgaged Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due as well as those accruing thereafter, and shall apply the monies so received first, to the payment of all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Mortgagee and its agents in such priority as provided by connection with the Collateral Trust Agreement; and/or (e) rent collection of same, whether or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender not in possession of the Mortgaged Property Property, and second, in such order as Mortgagee may elect, to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any the payment of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingObligations.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs and is continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. 3.5.2 If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor Borrower shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: (a) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereon, and all necessary additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; (b) insure or keep the Mortgaged Property insured; (c) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx of Mortgagor in their name or otherwise with respect to the same; (d) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust Agreement; and/or (e) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 If an Actionable Default occurs (i) Mortgagee may demand that Mortgagor surrender the actual possession of the Mortgaged Property and is continuingupon such demand, Mortgagor, upon demand of Mortgagee, Mortgagor shall forthwith surrender same to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of Mortgagortherefrom. 3.5.2 (ii) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's ’s demand, Mortgagee may obtain a judgment or decree order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such which judgment or decree and reasonable compensation to Mortgagee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this MortgageMortgagor hereby specifically consents. 3.5.3 Upon every such entering upon or taking of possession, (iii) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act: ; (aB) make all reasonably necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty additional Fixtures and other property in connection therewith; Personal Property; (bC) insure or keep the Mortgaged Property insured; ; (cD) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of the Mortgagor in their its name or otherwise with respect to the same; ; and (dE) enter into agreements with others (including, without limitation, new Leases or amendments, extensions, or cancellations to exercise the powers herein granted Mortgagee, existing Leases) all as Mortgagee from time to time may determine; determine in its sole discretion. Upon the occurrence of an Event of Default, subject to any applicable notice or cure periods, Mortgagor hereby irrevocably appoints Mortgagee its true and lawful attorney-in-fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney-in-fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (iv) The Mortgagee may, with or without taking possession of the Mortgaged Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due as well as those accruing thereafter, and shall apply the monies so received first, to the payment of all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Mortgagee and its agents in such priority as provided by connection with the Collateral Trust Agreement; and/or (e) rent collection of same, whether or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender not in possession of the Mortgaged Property Property, and second, in such order as Mortgagee may elect, to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any the payment of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Default shall occur and be continuingObligations.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Event of Default occurs and is continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession and, if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, and may exclude Mortgagor and its agents and employees wholly therefrom and may have joint access with Mortgagor to the books, papers and accounts of MortgagorXxxxxxxxx. 3.5.2 (b) If an Actionable Event of Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property to Mortgagee and Mortgagor hereby specifically consents to the entry of such judgment or decree. Mortgagor shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their its attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien lien, security title and security interest of this Mortgage. 3.5.3 (c) Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act, may: (a1) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereon, and all necessary additions, betterments and improvements thereto and thereon and purchase or otherwise acquire fixtures, personalty and other property in connection therewith; (b2) insure or keep the Mortgaged Property insured; (c3) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx of Mortgagor in their name or otherwise with respect to the same; (d4) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and shall apply the monies so received by Mortgagee in such priority as provided by the Collateral Trust AgreementSecured Debt Documents to (1) the payment of interest and principal due and payable to the Mortgagee, (2) the deposits for taxes and assessments and insurance premiums due, (3) the cost of insurance, taxes, assessments and other proper charges upon the Mortgaged Property or any part thereof; and/or(4) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Mortgagee as allowed under this Mortgage; and (5) any other charges or costs required to be paid by Xxxxxxxxx under the terms of the Secured Debt Documents. (e5) rent or sublet the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) when all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, shall have been paid current and all Actionable Defaults Events of Default have been cured or waived. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be continuing.

Mortgagee’s Right to Enter and Take Possession, Operate and Apply Income. 3.5.1 (a) If an Actionable Event of Default occurs shall have occurred and is continuing, Mortgagor, (i) Mortgagor and Borrower upon demand of Mortgagee, Mortgagee shall forthwith surrender to Mortgagee the actual possession and, and if and to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter upon and take possession of all of the Mortgaged Property, including the Tangible Collateral, without liability for trespass, damages or otherwise, Property and may exclude Mortgagor Mortgagor, Borrower and its their respective agents and employees wholly therefrom and may have joint access with Mortgagor Borrower to the books, papers and accounts of Borrower; and (ii) Borrower will pay monthly in advance to Mortgagee, on Mortgagee's entry into possession, or to any receiver appointed to collect the Rents of the Mortgaged Property, the fair and reasonable rental value for the use and occupation of such part of the Mortgaged Property as may be in possession of Mortgagor, and upon default in any such payment will vacate and surrender possession of such part of the Mortgaged Property to Mortgagee or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. 3.5.2 (b) If an Actionable Default has occurred and is continuing and Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such property the Mortgaged Property to Mortgagee and Mortgagor hereby specifically consents Mortgagee, to the entry of such which judgment or decreedecree Mortgagor hereby specifically consents. Mortgagor Borrower shall pay to Mortgagee, upon demand, all costs and expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, their its attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the lien of this Mortgage. 3.5.3 (c) Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so acttime: (ai) make all necessary and proper maintenance, repairs, renewals and replacements thereto and thereonrenewals, and all necessary replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property in connection therewithproperty; (bii) insure or keep the Mortgaged Property insured; (ciii) manage and operate the Mortgaged Property and exercise all the rights and xxxxxx powers of Mortgagor in their its name or otherwise with respect to the same; (div) enter into agreements with others to exercise the powers herein granted Mortgagee, all as Mortgagee from time to time may determine; and Mortgagee may collect and receive all the Rents thereof, including those past due as well as those accruing thereafter; and shall apply the monies so received by Mortgagee in such priority as provided by Mortgagee may determine to (A) the Collateral Trust Agreementpayment of the Obligations; and/or (eB) rent or sublet the deposits for taxes and assessments and insurance premiums due; (C) the cost of insurance, taxes, assessments and proper charges upon the Mortgaged Property or any portion thereof for any purpose permitted by this Mortgage. part thereof; (D) the expenses of operating, maintaining, repairing and improving the Mortgaged Property, including, without limitation, renting commissions and rental collection commissions paid to an agent of Mortgagee or of the receiver; and (E) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Mortgagee. (d) Mortgagee shall surrender possession of the Mortgaged Property to Mortgagor (i) as may be required by law or court order, or (ii) only when all Obligations secured hereby and all amounts under any of the terms of the Secured Debt Documents, including this Mortgage, Mortgage shall have been indefeasibly paid current in full and all Actionable Defaults have been cured or waiveddefaults made good. The same right of taking possession, however, shall exist if any subsequent Actionable Event of Default shall occur and be is continuing.