Common use of Assignment of Leases Clause in Contracts

Assignment of Leases. (a) Subject to paragraph 5.07(d) below, the assignments of the Leases and the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. (a) Subject TOGETHER WITH all right, title and interest of Mortgagor in and to paragraph 5.07(d) belowany and all leases now or hereafter on or affecting the property described in Paragraphs A, B and C hereof, together with all security therefor and all monies payable thereunder, subject, however, to the assignments conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the Leases obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and VII are and any such lease shall expire or terminate or as any new lease shall be presentmade, absolute Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in Paragraphs A, B and irrevocable assignments C hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all security therefor and all monies payable thereunder, subject to the license conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall also execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease. Notwithstanding anything herein to the contrary, so long as no default has occurred hereunder beyond any applicable grace or cure period, Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect modify and receive all Rents now or hereafterterminate any leases affecting the Mortgaged Property in Mortgagor’s discretion, including during any period of redemption, accruing with respect to the Propertywithout obtaining Mortgagee’s prior consent. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register This instrument constitutes an absolute and file any additional general present assignment of the Leases or specific assignment of any Lease which rents, royalties, issues, profits, revenue, income and other benefits from the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory Mortgaged Property, subject, however, to the Mortgagee conditional permission given to Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the existence or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising such subsequent assignment by Mortgagor shall be subject to the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. (a) Subject to paragraph 5.07(d) below, As further security for the assignments payment of the Leases sums secured hereby, Mortgagor hereby transfers, assigns and sets over to Mortgagee all leases heretofore and hereafter entered into by Mortgagor relating to portions or all of the Rents under Granting Clauses VI Mortgaged Property, together with all modifications, supplements, extensions and VII are renewals thereof now existing or hereafter made, and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising also together with the rights under this Section) shall have the absoluteto sue xxx, immediate and continuing right to collect and receive all Rents now rents, additional rents, and other sums or hereafterpayments due in all of said leases provided to be paid to Mortgagor thereunder, including during any period and also together with the rights of redemptionMortgagor to receive, accruing with respect hold and apply all bonds, deposits, and security in all of said leases provided to be furnished to the Property. At Mortgagor thereunder, and also together with the request rights of Mortgagor to enforce any and all of the Mortgagee or such Receiveragreements, the terms, covenants and conditions provided in all of said leases and to give notices thereunder; provided, however, that as long as Mortgagor shall promptly executenot have defaulted in the performance of any obligation, acknowledge, deliver, record, register and file covenant or agreement under any additional general assignment collateral instrument further securing payment of the Leases Indebtedness and, in addition, no event shall have occurred which would give Mortgagee the right to declare the Indebtedness due and payable, then Mortgagor shall have the license to collect, but not more than one month in advance, all rents, additional and percentage rents and other sums payable under said leases. Mortgagor shall not otherwise assign or specific assignment pledge any lease of the Mortgaged Property, or any part thereof, or the rights to sue xxx, collect and receive any rents or other sums payable thereunder and shall enforce all of the agreements, terms, covenants or conditions to be performed by lessees thereunder, and shall perform every obligation of Mortgagor thereunder. Nothing contained in this Mortgage, and/or no exercise by the Mortgagee of its rights hereunder, shall be construed to obligate Mortgagee to perform any of the covenants of Mortgagor under any of the leases hereinabove assigned or shall be deemed to constitute Mortgagee a mortgagee in possession in the absence of any Lease which actual entry into and taking possession of the Mortgaged Property by Mortgagee. Mortgagor shall perform, observe, and comply with all of the terms, covenants, and conditions of the Assignment of Leases and Rentals of even date herewith to be recorded in the Farmington Land Records and of any other of the Loan Documents as if such terms, covenants, and conditions were set forth herein. Mortgagor shall furnish Mortgagee or such Receiver may reasonably require from time at any time, upon reasonable written demand, with a lease ratification and estoppel agreement as to time (all any lease affecting the Premises, in form and substance satisfactory to Mortgagee, which shall be executed by Mortgagor and by the lessee (provided, however, that Mortgagor shall only be obligated to use its reasonable efforts to obtain execution by each such lessee and shall not be in default hereunder if the lessee under any such lease fails to sign such an agreement or does not return the same in a timely manner so long as all future leases contain a requirement that the lessee provide such an agreement) stating the terms of the lease, the tenancy, and the status of rent payments, and, if such be the case, that there exist no defaults thereunder and that all work required to be performed by the lessor under the lease has been completed; agreeing that no future modifications or amendments shall be effected without the written consent of Mortgagee, and providing that the lessee shall attorn to Mortgagee in the event Mortgagee shall become the owner of the Premises. The foregoing rights given the Mortgagee or such Receiver) are intended to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the be complementary to any rights and remedies hereunder nor any other action on the part of given the Mortgagee or under any Person exercising separate assignment of leases from the rights of Mortgagor to the Mortgagee hereunder and shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderaccordingly.

Assignment of Leases. (a) Subject to paragraph 5.07(d) below, the assignments of the Leases and the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. (a) Subject to paragraph 5.07(d) belowTo the fullest extent permitted by Applicable Laws, the assignments of the Leases and the Rents under Granting Clauses V and VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor Grantor to the Mortgagee Beneficiary and, subject to the license to the Mortgagor Grantor under Section 5.07(b), the Mortgagee Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv5.02(a)(iii) (as the case may be as the or other Person exercising the rights under this SectionSection 5.07) shall have the absolute, immediate and continuing right right, subject to provisions of Applicable Law, to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee Beneficiary or such Receiver, the Mortgagor Grantor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee Beneficiary or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee Beneficiary or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI V and VIIVI. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder shall be construed to be an assumption by the Mortgagee Beneficiary or any such Person of, or to otherwise make the Mortgagee Beneficiary or such Person liable or responsible for, any of the obligations of the Mortgagor Grantor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the MortgagorGrantor, provided that the Mortgagee Beneficiary or any such Person exercising the rights of the Mortgagee Beneficiary hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee Beneficiary or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder shall be construed to obligate the Mortgagee Beneficiary or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee Beneficiary as a mortgagee "mortgagee" in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder.

Assignment of Leases. (a) Subject Upon the occurrence of an Event of Default hereunder, then the assignment of Rents and Profits granted in this Mortgage shall automatically become absolute as provided in La. R.S. 9:4401, and Lender, without in any way waiving such default, at its option, upon notice and without regard to paragraph 5.07(d) belowthe adequacy of the security for the secured indebtedness or to whether it has exercised any of its other rights or remedies hereunder, shall have the assignments right to directly collect and receive all rents and any other proceeds and/or payments arising under or in any way accruing under the leases assigned herein, as such amounts become due and payable and to apply the same to the secured indebtedness as provided herein. Nothing herein shall be construed to limit the exercise of any remedies otherwise granted to Lender in this instrument. Mortgagor unconditionally agrees to deliver to Lender, immediately following demand, any and all of Mortgagor’s records, ledger sheets, and other documentation, in the form requested by Lender, with regard to the Leases and the Rents under Granting Clauses VI and VII are any and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) all proceeds and/or payments applicable thereto. Lender shall have the absolutefurther right, immediate upon the occurrence of an Event of Default, where appropriate and continuing right within Lender’s sole discretion, to file suit, either in Mortgagor’s own name or in the name of Lender, to collect any and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to and other proceeds and payments that may then and/or in the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register future be due and file any additional general assignment owing under and/or as a result of the Leases assigned herein. Where it is necessary for Lender to attempt to collect any such Rents and other proceeds and/or payments from the obligors therefor, Lender may compromise, settle, extend, or specific assignment renew for any period (whether or not longer than the original period) any obligation or indebtedness thereunder or evidenced thereby, or surrender, release, or exchange all or any part of said obligation or indebtedness, without affecting the liability of Lender under this Mortgage or under the Debt. To that end, Mortgagor hereby irrevocably constitutes and appoints Lender as its attorney-in-fact, coupled with an interest and with full power of substitution, to take any Lease which and all such actions and any and all other actions permitted hereby, either in the Mortgagee name of Mortgagor or such Receiver may reasonably require from time Lender. In order to time permit the foregoing, Lender shall have the additional irrevocable right, coupled with an interest, to: (a) remove any and all in form of Mortgagor’s documents, instruments, files and substance satisfactory records relating or pertaining to the Mortgagee Leases and/or the Rents from any premises where the same shall then be located; (b) at Mortgagor’s sole cost and expense, use such of Mortgagor’s personnel, supplies and space at Mortgagor’s place or places of business as may be necessary and proper within Lender’s sole discretion, to administer collection of such Receiverproceeds and/or payments; (c) receive, open and dispose of all mail addressed to effectuate, complete, perfect, continue or preserve the assignments Mortgagor pertaining to any of the Leases and and/or the Rents under Granting Clauses VI and VII. Neither proceeds and/or payments thereunder; (d) notify the acceptance hereof nor postal authorities to change the exercise address the delivery of mail addressed to Mortgagor pertaining to any of the Leases and/or Rents and proceeds and/or payments thereunder, to such address as Lender may designate; (e) endorse Mortgagor’s name on any and all notes, acceptances, checks, drafts, money orders, or other evidences of payment of such proceeds and/or payments that may come into Lender’s possession, and to deposit or otherwise collect the same; (f) prepare and mail invoices and/or statements to such obligors and/or debtors; (g) send verifications of amounts owed to such obligors; and (h) execute in Mortgagor’s name affidavits and/or notices with regard to lien rights and remedies hereunder nor available to Mortgagor in connection with such Leases and/or Rents. In the event that Mortgagor should, for any reason whatsoever, receive any proceeds derived from the sale, lease, insurance loss, damage and/or condemnation, of all or any part of said premises and/or the Leases or Rents, or should Mortgagor receive any other action payments under the Leases or Rents as provided hereunder (with such proceeds and/or payments being hereinafter individually, collectively and interchangeably referred to as Mortgagor’s “Rent Funds”), following notice to the obligors thereunder to make their respective payments directly to Mortgagor, Mortgagor shall hold such Rent Funds in trust for and on the part behalf of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed Lender, and Mortgagor hereby unconditionally agrees to be an assumption by the Mortgagee or any such Person of, remit or to otherwise make turn over such Rent Funds to Lender immediately following demand. Should Mortgagor deposit any such Rent Funds into one or more of Mortgagor’s deposit accounts, no matter where located, Lender shall have the Mortgagee additional right to attach any and all of Mortgagor’s deposit accounts in which Lender may prove such Rent Funds were deposited, whether or not such Person liable Rent Funds are or responsible forwere commingled with other moneys of Mortgagor, any of the obligations of the Mortgagor under and whether or with respect not such Rent Funds then remain on deposit in such an account or accounts. Anything to the Leases contrary in this Mortgage notwithstanding, Lender will not be deemed or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes have taken possession of the Property), said premises or to be liable in managing it by reason of its exercise of any way for any injury of its rights or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderremedies under this Paragraph.

Assignment of Leases. (a) Subject to paragraph 5.07(d(d) below, the assignments assignment of the Leases and the Rents under pursuant to Granting Clauses V and VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor Grantor to the Mortgagee Beneficiary and, subject to the license to the Mortgagor Grantor under Section 5.07(b), the Mortgagee Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as whichever is the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all such Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee Beneficiary or such Receiver, the Mortgagor Grantor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee Beneficiary or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee Beneficiary or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under thereunder pursuant to Granting Clauses VI V and VIIVI. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee Beneficiary hereunder shall be construed to obligate the Mortgagee Beneficiary or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee Beneficiary as a mortgagee Beneficiary in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder.

Assignment of Leases. (a) Subject TOGETHER WITH all right, title and interest of Borrower in and to paragraph 5.07(d) belowany and all leases now or hereafter on or affecting the Property together with all SECURITY therefor and all monies payable thereunder, subject, however, to the assignments conditional permission hereinabove given to Borrower to collect the rentals and enforce its rights under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Lender any of the Leases obligations or duties of Borrower provided in any such lease, and Borrower agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Lender's request, Borrower agrees to send to Lender a list, or copy, of all leases covered by the foregoing assignment and VII are and as any such lease shall expire or terminate or as any new lease shall be presentmade, absolute Borrower shall so notify Lender in order that at all times Lender shall have a current list of all leases affecting the Property. Lender shall have the right, at any time and irrevocable assignments from time to time, to notify any lessee of the rights of Lender as provided by this paragraph. From time to time, upon request of Lender, Borrower shall specifically assign to Lender as additional SECURITY hereunder, by an instrument in writing in such form as may be approved by Lender, all right, title and interest of Borrower in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all SECURITY therefor and all monies payable thereunder, subject to the license conditional permission hereinabove given to Borrower to collect the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rentals and enforce its rights under this Section) any such lease Borrower shall have also execute and deliver to Lender any notification, financing statement or other document reasonably required by Lender to perfect the absolute, immediate and continuing right foregoing assignment as to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to such lease. Upon the Property. At the reasonable request of the Mortgagee or such ReceiverLender, the Mortgagor Borrower shall promptly executeprovide the Lender with estoppel letters or certificates from the various tenants, acknowledgeif any, deliveroccupying the Mortgaged Property, recordstating in detail, register the current status of their lease and/or occupancy of the Mortgaged Property. This instrument constitutes an absolute and file any additional general present assignment of the Leases or specific assignment of any Lease which rents, royalties, Misc\mtg 3 issues, profits, revenue, income and other benefits from the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory Mortgaged Property, subject, however, to the Mortgagee conditional permission given to Borrower to collect, receive, take, use and enjoy the same and enforce its rights as provided hereinabove; provided, further, that the existence or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights such right of Borrower shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Borrower, and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising such subsequent assignment by Borrower shall be subject to the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee Lender hereunder.

Assignment of Leases. TOGETHER WITH all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the property described in Paragraphs (aA), (B), and (C) Subject hereof, together with all security therefor and all monies payable thereunder, subject, however, to paragraph 5.07(d) below, the assignments conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the Leases obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and VII are and as any such lease shall expire or terminate, or as any new lease shall be presentmade, absolute Mortgagor shall notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in Paragraphs (A), (B), and irrevocable assignments (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this Paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all security therefor and all monies payable thereunder, subject to the license conditional permission herein above given to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during the rentals under any period of redemption, accruing with respect to the Propertysuch lease. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register also execute and file deliver to Mortgagee any additional general notification by Mortgagee to perfect the foregoing assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time as to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderlease.

Assignment of Leases. (a) Subject to paragraph 5.07(d) belowAs additional security for the payment and performance of the Obligations, the assignments Mortgagor hereby grants, transfers and assigns to the Mortgagee all of its right, title and interest in and to any and all Leases and Lease Guaranties. The Mortgagee shall not be deemed by virtue of this assignment to have assumed any of the lessor's obligations, duties or liabilities under or in connection with the Leases or Lease Guaranties, which obligations the Mortgagor covenants and agrees to perform and observe as if this assignment had not been made. In addition to the remedies hereinafter set forth in this Mortgage, after the occurrence of an Event of Default hereunder, the Mortgagee shall be entitled, either with or without taking possession of the Mortgaged Property, to demand, sue xxx or otherwise collect and receive all of the Rents, including those past due and unpaid, reserved to the lessor under the terms of the Leases and upon receipt thereof, the Rents Mortgagee shall apply said amounts collected to the indebtedness secured hereby. The Mortgagor hereby authorizes all Lessees and guarantors under Granting Clauses VI the Lease Guaranties, upon receipt of written notice from the Mortgagee that an Event of Default has occurred hereunder, to pay over all Rent at any time owed under the Leases to the Mortgagee in lieu of the Mortgagor. The Mortgagor shall and VII are does hereby agree to defend, with counsel acceptable to the Mortgagee, indemnify and hold the Mortgagee harmless from any and all claims, demands, losses, damages, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys' fees and expenses and court costs, which the Mortgagee shall sustain or reasonably incur arising out of or in connection with the Leases or the enforcement of this indemnification. Any Lessee (and any guarantor of such Lessee's obligations under the applicable Lease) shall be deemed by virtue of said Lessee's occupancy of the Mortgaged Property, to have agreed to the terms of this assignment and shall be present, absolute and irrevocable assignments by the Mortgagor entitled to rely conclusively on any written notice from the Mortgagee and, subject to of the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights existence of an Event of Default under this Section) shall have the absoluteMortgage. Upon receipt of such written notice, immediate and continuing right to collect and receive all Rents now each Lessee (or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any guarantor of the obligations of such Lessees under the Mortgagor under or with respect applicable Lease) shall pay over to the Leases or for any RentMortgagee, Security Deposit or other amount delivered on the dates set forth under the applicable Lease (except as to those amounts past due and unpaid, which amounts shall be payable immediately to the MortgagorMortgagee upon receipt of such written notice), provided that all Rent required to be made to the Mortgagee or any lessor pursuant to such Person exercising Lease. The indemnification provisions of this Section 10 shall survive the rights complete payment and performance of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by Obligations and the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise foreclosure of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderthis Mortgage.

Assignment of Leases. (a) Subject As additional security for the payment and performance of the Obligations, and subject to paragraph 5.07(d) belowthe terms of that certain Assignment of Leases and Rents of even date and recorded herewith by the Grantor to the Beneficiary, the assignments Grantor hereby grants, transfers and assigns to the Beneficiary all of its right, title and interest in and to any and all Leases and Lease Guaranties. The Beneficiary shall not be deemed by virtue of this assignment to have assumed any of the lessor's obligations, duties or liabilities under or in connection with the Leases or Lease Guaranties, which obligations the Grantor covenants and agrees to perform and observe as if this assignment had not been made. In addition to the remedies hereinafter set forth in this Deed of Trust, after the occurrence of an Event of Default hereunder, the Beneficiary shall be entitled, either with or without taking possession of the Mortgaged Property, to demand, sue xxx or otherwise collect and receive all of the Rents, including those past due and unpaid, reserved to the lessor under the terms of the Leases and upon receipt thereof, the Rents Beneficiary shall apply said amounts collected to the indebtedness secured hereby. The Grantor hereby authorizes all Lessees and guarantors under Granting Clauses VI the Lease Guaranties, upon receipt of written notice from the Beneficiary that an Event of Default has occurred hereunder, to pay over all Rent at any time owed under the Leases to the Beneficiary in lieu of the Grantor. The Grantor shall and VII are does hereby agree to defend, with counsel acceptable to the Beneficiary, indemnify and hold the Beneficiary harmless from any and all claims, demands, losses, damages, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys' fees and expenses and court costs, which the Beneficiary shall sustain or reasonably incur arising out of or in connection with the Leases or the enforcement of this indemnification. Any Lessee (and any guarantor of such Lessee's obligations under the applicable Lease) shall be deemed by virtue of said Lessee's occupancy of the Mortgaged Property, to have agreed to the terms of this assignment and shall be present, absolute and irrevocable assignments by entitled to rely conclusively on any written notice from the Mortgagor to Beneficiary of the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights existence of an Event of Default under this Section) shall have the absoluteDeed of Trust. Upon receipt of such written notice, immediate and continuing right to collect and receive all Rents now each Lessee (or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any guarantor of the obligations of such Lessees under the Mortgagor under or with respect applicable Lease) shall pay over to the Leases or for any RentBeneficiary, Security Deposit or other amount delivered on the dates set forth under the applicable Lease (except as to those amounts past due and unpaid, which amounts shall be payable immediately to the MortgagorBeneficiary upon receipt of such written notice), provided that all Rent required to be made to the Mortgagee or any lessor pursuant to such Person exercising Lease. The indemnification provisions of this Section 10 shall survive the rights complete payment and performance of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by Obligations and the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise foreclosure of the rights and remedies hereunder nor any other action on the part this Deed of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderTrust.

Assignment of Leases. (a) Subject to paragraph 5.07(d) belowTo the fullest extent permitted by Applicable Laws, the assignments of the Leases and the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the or other Person exercising the rights under this SectionSection 5.07) shall have the absolute, immediate and continuing right right, subject to mandatory provisions of Applicable Law, to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. TOGETHER WITH all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the property described in paragraphs (aA), (B) Subject and (C) hereof, together with all security therefor and all monies payable thereunder, subject, however, to paragraph 5.07(d) belowthe conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease and to carry out the rights and responsibilities of Landlord under such leases, the assignments so long as Mortgagor is not in default hereunder. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the Leases obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases affecting the property described in paragraphs (A), (B) and VII are (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be presentapproved by Mortgagee, absolute all right, title and irrevocable assignments by interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all security therefor and all monies payable thereunder, subject to the license conditional permission hereinabove given to Mortgagor to collect the Mortgagor rentals under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant any such lease and to Section 5.02(a)(iv) (as the case may be as the Person exercising carry out the rights under this Section) shall have the absoluteand responsibilities of Landlord, immediate so long as Mortgagor is not in default hereunder. This instrument constitutes an absolute and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general present assignment of the Leases or specific assignment of any Lease which rents, royalties, issues, profits, revenue, income and other benefits from the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory Mortgaged Property, subject, however, to the Mortgagee conditional permission given to Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the evidence or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights such right or Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising such subsequent assignment by Mortgagor shall be subject to the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. Together with all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the property described in paragraphs (a), (b) Subject and (c) of this Mortgage, together with all security for this Mortgage and all monies payable under such leases, subject, however, to paragraph 5.07(d) below, the assignments conditional permission described above given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Lender any of the Leases obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Lender's request, Mortgagor agrees to send to Lender a list of all leases covered by the foregoing assignment and VII are and as any such lease shall expire or terminate or as any new lease shall be presentmade, absolute Mortgagor shall so notify Lender in order that at all times Lender shall have a current list of all leases affecting the property described in paragraphs (a), (b) and irrevocable assignments (c) of this Mortgage. Lender shall have the right, at any time and from time to time, to notify any lessee of the rights of Lender as provided by this paragraph. From time to time, upon request of Lender, Mortgagor shall specifically assign to Lender as additional security under this Mortgage, by an instrument in writing in such form as may be approved by Lender, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andProperty, together with all security therefor and all monies payable under such leases, subject to the license conditional permission described above given to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during the rentals under any period of redemption, accruing with respect to the Propertysuch lease. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly executealso execute and deliver to Lender any notification, acknowledge, deliver, record, register and file any additional general financing statement or other document reasonably required by Lender to perfect the foregoing assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time as to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.lease;

Assignment of Leases. TOGETHER WITH all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the property described in paragraphs (aA), (B) Subject and (C) hereof, together with all security therefor and all monies payable thereunder, subject, however, to paragraph 5.07(d) below, the assignments conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the Leases obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to duly perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Mortgagee’s request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and VII are and as any such lease shall expire or terminate or as any new lease shall be presentmade, absolute Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (A), (B) and irrevocable assignments (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all security therefor and all monies payable thereunder, subject to the license conditional permission hereinabove given to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during the rentals under any period of redemption, accruing with respect to the Propertysuch lease. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly executealso execute and deliver to Mortgagee any notification, acknowledge, deliver, record, register financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease. This instrument constitutes an absolute and file any additional general present assignment of the Leases or specific assignment of any Lease which rents, royalties, issues, profits, revenue, income, and other benefits from the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory Mortgaged Property, subject, however to the Mortgagee conditional permission given to Mortgagor to collect, receive, take use and enjoy the same as provided hereinabove; provided, further, that the existence or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising such subsequent assignment by Mortgagor shall be subject to the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. (a) Subject Mortgagor hereby assigns to paragraph 5.07(d) belowMortgagee all right, title and interest of Mortgagor in and to all Leases, together with all security therefor and all monies payable thereunder, subject, however, to the assignments of conditional permission given to Mortgagor above to administer the Leases and collect Rents due under any such Lease as provided in Section 4.1 above and exercise the Rents rights of landlord thereunder. The foregoing Assignment of any Lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such Lease, and Mortgagor agrees to fully perform all obligations of the lessor under Granting Clauses VI all such Leases. Upon Mortgagee’s request, Mortgagor shall deliver to any new lessee a notice of this Assignment in form satisfactory to Mortgagee in its reasonable discretion. Mortgagee may deliver such a notice to new lessees if Mortgagor fails to do so within a reasonable time after Mortgagee’s request. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee, by an Assignment in writing in form approved by Mortgagee, all right, title and VII are interest of Mortgagor in and shall be presentto any and all Leases, absolute together with all security therefor and irrevocable assignments by the Mortgagor to the Mortgagee andall monies payable thereunder, subject to the license conditional permission given to Mortgagor above to administer the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate Leases and continuing right to collect and receive all use the Rents now or hereafter, including during under any period of redemption, accruing with respect to the Propertysuch Lease. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time within fifteen (all 15) days after request by Mortgagee, execute, acknowledge and deliver any instrument as Mortgagee may reasonably request to further evidence the Assignment and transfer to Mortgagee Mortgagor’s interest in form and substance satisfactory any Lease, subject to the Mortgagee or conditional permission given to Mortgagor above to administer such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases Lease and collect and use the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderLease.

Assignment of Leases. (a) Subject Mortgagor hereby assigns to paragraph 5.07(d) belowMortgagee all right, title and interest of Mortgagor in and to all Leases, together with all security therefor and all monies payable thereunder, subject, however, to the assignments of conditional permission given to Mortgagor above to administer the Leases and collect Rents due under any such Lease as provided in Section 4.1 above and exercise the Rents rights of landlord thereunder. The foregoing Assignment of any Lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such Lease, and Mortgagor agrees to fully perform all obligations of the lessor under Granting Clauses VI all such Leases. Upon Mortgagee’s request, Mortgagor shall deliver to any new lessee a notice of this Assignment in form satisfactory to Mortgagee in its reasonable discretion. Mortgagee may deliver such a notice to new lessees if Mortgagor fails to do so within a reasonable time after Mortgagee’s request. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee, by an Assignment in writing in form approved by Mortgagee, all right, title and VII are interest of Mortgagor in and shall be presentto any and all Leases, absolute together with all security therefor and irrevocable assignments by the Mortgagor to the Mortgagee andall monies payable thereunder, subject to the license conditional permission given to Mortgagor above to administer the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate Leases and continuing right to collect and receive all use the Rents now or hereafter, including during under any period of redemption, accruing with respect to the Propertysuch Lease. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time within fifteen (all 15) days after request by Mortgagee, execute, acknowledge and deliver any instrument as Mortgagee may reasonably request to further evidence the Assignment and transfer to Mortgagee Mortgagor’s interest in form and substance satisfactory any Lease, subject to the Mortgagee or conditional permission given to Mortgagor above to administer such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases Lease and collect and use the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(cLease. Mortgage (GPT) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.FORM) 10

Assignment of Leases. A. Mortgagors hereby assign to Mortgagee, directly and absolutely, and not merely collaterally, the rents, issues, profits, royalties and payments payable under any lease of the Mortgaged Property, or portion thereof, including any oil, gas or mineral lease, subject only to a license granted by Mortgagee to Mortgagors with respect thereto to collect, receive and retain all such rents, issues, profits, royalties and payments payable under any lease of the Mortgaged Property prior to the occurrence of an Event of Default hereunder and the continuance thereof. Upon the occurrence of any Event of Default, the license granted in the immediately preceding sentence shall cease and terminate, with or without any additional notice, action or proceeding or the intervention of a receiver appointed by a court. Mortgagee, without regard to the adequacy of any security for the Indebtedness hereby secured, shall be entitled to (a) Subject collect such rents, issues, profits, royalties and payments and apply the same as more particularly set forth in this paragraph, all without taking possession of the Mortgaged Property, or (b) enter and take possession of the Mortgaged Property, or any part thereof, in person, by agent, or by a receiver to paragraph 5.07(d) belowbe appointed by the court and to sue for or otherwise collect such rents, issues, profits, royalties and payments. Mortgagee may apply any such rents, issues, profits, royalties and payments so collected, less costs and expenses of operation and collection, including reasonable attorneys' fees and costs and reasonable attorneys' fees and costs on appeal, upon any principal, interest and all other indebtedness secured hereby, at Mortgagee's option and in such order as Mortgagee may determine and, if such costs and expenses and reasonable attorneys' fees and costs shall exceed the amount collected, the assignments excess shall be immediately due and payable. The collection of the Leases such rents, issues, profits, royalties and payments and the Rents under Granting Clauses VI and VII are and application thereof as aforesaid shall be presentnot cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant to such notice, absolute and irrevocable assignments by the Mortgagor except to the extent any such Event of Default is fully cured. Failure or discontinuance of Mortgagee andat any time, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all time, to collect any such moneys shall not impair in form and substance satisfactory to any manner the subsequent enforcement by Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases right, power and the Rents under Granting Clauses VI and VIIauthority herein conferred on Mortgagee. Neither the acceptance hereof nor Nothing contained herein, including the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee right, power or any Person exercising the rights of the Mortgagee hereunder authority herein granted to Mortgagee, shall be, or be construed to be be, an affirmation by Mortgagee of any tenancy, lease or option, or an assumption by of liability under, or the Mortgagee subordination of the lien or charge or this Mortgage to any such Person oftenancy, lease or option. Mortgagors hereby agree that, in the event Mortgagee exercises its rights as in this paragraph provided, Mortgagors waive any right to otherwise make compensation for the Mortgagee use of Mortgagors' furniture, furnishings or equipment in the Mortgaged Property for the period such Person liable assignment of rents or responsible forreceivership is in effect, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided it being understood that the Mortgagee or rents, issues, profits, royalties and payments derived from the use of any such Person exercising the rights of the Mortgagee hereunder items shall be accountable applied to Mortgagors' obligations hereunder as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderabove provided.

Assignment of Leases. (a) Subject to paragraph 5.07(d) below, the assignments of the Leases and the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor Grantor to the Mortgagee Beneficiary and, subject to the license to the Mortgagor Grantor under Section 5.07(b), the Mortgagee Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee Beneficiary or such Receiver, the Mortgagor Grantor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee Beneficiary or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee Beneficiary or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder shall be construed to be an assumption by the Mortgagee Beneficiary or any such Person of, or to otherwise make the Mortgagee Beneficiary or such Person liable or responsible for, any of the obligations of the Mortgagor Grantor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the MortgagorGrantor, provided that the Mortgagee Beneficiary or any such Person exercising the rights of the Mortgagee Beneficiary hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee Beneficiary or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder shall be construed to obligate the Mortgagee Beneficiary or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee Beneficiary as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee Beneficiary or any Person exercising the rights of the Mortgagee Beneficiary hereunder.

Assignment of Leases. In order to further secure payment of the Secured Indebtedness and the performance of Grantor's obligations under the Loan Documents, Grantor absolutely, presently and unconditionally grants, assigns and transfers to Beneficiary all of Grantor's right, title, interest and estate in, to and under (ai) Subject all of the Existing Leases and Guaranties affecting the Property and (ii) all of the future leases, lease amendments, guaranties and amendments of guaranties and (iii) the Rents and Profits. Grantor acknowledges that it is permitted to paragraph 5.07(d) belowcollect the Rents and Profits and exercise the rights of landlord under the Leases pursuant to Section 7 of the Assignment of Leases unless and until an Event of Default occurs. The Existing Leases and Guaranties and all future leases, lease amendments, guaranties and amendments of guaranties are collectively referred to as the "Leases". Upon payment in full of the Indebtedness and the delivery and recording of a release, satisfaction or discharge of the Deed of Trust duly executed by Beneficiary, the assignments of the Leases assignment in this Section 5.02 shall terminate, become null and the Rents under Granting Clauses VI and VII are void and shall be present, absolute of no further force and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Propertyeffect. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general The assignment of the Leases or specific assignment in this Deed of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments Trust shall not effect a pro tanto payment of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee Secured Indebtedness or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect Grantor pursuant to the Leases Indemnity Agreement. Further, receipt by Beneficiary of Rents and Profits shall not be deemed to constitute a pro tanto payment of the Secured Indebtedness or for any Rent, Security Deposit or other amount delivered the obligations of Grantor pursuant to the MortgagorIndemnity Agreement, provided but shall be applied as set forth in that certain Assignment of Leases of even date herewith, executed by Grantor to Beneficiary. To the extent that (i) specific terms and requirements of this Deed of Trust conflict with specific terms and requirements of Chapter 64 of Subtitle B, Title 5 of the Texas Property Code (the “Assignment of Leases Statute”), and such terms and requirements of the Assignment of Leases Statute may be superseded by an agreement between Grantor and Beneficiary, the specific terms and requirements of this Deed of Trust hereby supersede such specific terms and requirements of the Assignment of Leases Statute, and (ii) specific terms and requirements of this Deed of Trust conflict with specific terms and requirements of the Assignment of Leases Statute, and such terms and requirements of the Assignment of Leases Statute cannot be superseded by an agreement between Grantor and Beneficiary, the specific terms and requirements of the Assignment of Leases Statute shall control, and Grantor and Beneficiary further agree that the Mortgagee all other terms and requirements of this Deed of Trust shall not otherwise be impaired or any such Person exercising the rights of the Mortgagee hereunder superseded thereby and shall be accountable as provided remain in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights full force and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereundereffect.”

Assignment of Leases. Together with all right, title, and interest of Mortgagor in and to any and all leases now or hereafter on or affecting any property described in paragraphs (aA), (B) Subject and (C) hereof, together with all security therefor and all monies payable thereunder, subject, however, to paragraph 5.07(d) below, the assignments conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the Leases obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and VII are and as any such lease shall expire or terminate or as any new lease shall be presentmade, absolute Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (A), (B) and irrevocable assignments (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all security therefor and all monies payable thereunder, subject to the license conditional permission hereinabove given to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during the rentals under any period of redemption, accruing with respect to the Propertysuch lease. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly executealso execute and deliver to Mortgagee any notification, acknowledge, deliver, record, register financing statement or other document reasonable required by Mortgagee to perfect the foregoing assignment as to any such lease. This instrument constitutes an absolute and file any additional general present assignment of the Leases rents, royalties, issues, profits, revenue, income and other benefits from the Mortgaged Property, Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the existence or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising such subsequent assignment by Mortgagor shall be subject to the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder.

Assignment of Leases. (a) Subject TOGETHER WITH all right, title and interest of Borrower in and to paragraph 5.07(d) belowany and all leases now or hereafter on or affecting the Property, together with all security therefor and all monies payable thereunder, subject, however, to the assignments conditional permission hereinabove given to Borrower to collect the rentals and enforce its rights under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Lender any of the Leases obligations or duties of Borrower provided in any such lease, and Borrower agrees to fully perform all obligations of the Rents lessor under Granting Clauses VI all such leases. Upon Lender's request, Borrower agrees to send to Lender a list, or copy, of all leases covered by the foregoing assignment and VII are and as any such lease shall expire or terminate or as any new lease shall be presentmade, absolute Borrower shall so notify Lender in order that at all times Lender shall have a current list of all leases affecting the Property. Lender shall have the right, at any time and irrevocable assignments from time to time, to notify any lessee of the rights of Lender as provided by this paragraph. From time to time, upon request of Lender, Borrower shall specifically assign to Lender as additional security hereunder, by an instrument in writing in such form as may be approved by Lender, all right, title and interest of Borrower in and to any and all leases now or hereafter on or affecting the Mortgagor to the Mortgagee andMortgaged Property, together with all security therefor and all monies payable thereunder, subject to the license conditional permission hereinabove given to Borrower to collect the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rentals and enforce its rights under this Section) any such lease. Borrower shall have also execute and deliver to Lender any notification, financing statement or other document reasonably required by Lender to perfect the absolute, immediate and continuing right foregoing assignment as to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to such lease. Upon the Property. At the reasonable request of the Mortgagee or such ReceiverLender, the Mortgagor Borrower shall promptly executeprovide the Lender with estoppel letters or certificates from the various tenants, acknowledgeif any, deliveroccupying the Mortgaged Property, record, register stating in detail the current status of their lease and/or occupancy of the Mortgage Property. This instrument constitutes an absolute and file any additional general present assignment of the Leases or specific assignment of any Lease which rents, royalties, issues, profits, revenue, income and other benefits from the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory Mortgaged Property, subject, however, to the Mortgagee conditional permission given to Borrower to collect, receive, take, use and enjoy the same and enforce its rights as provided hereinabove; provided, further, that the existence or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights such right of Borrower shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Borrower, and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising such subsequent assignment by Borrower shall be subject to the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee Lender hereunder.

Assignment of Leases. (a) Subject to paragraph 5.07(d) below, the assignments As further security for payment of the Leases indebtedness and performance of the Rents obligations, covenants and agreements secured hereby, Mortgagor hereby assigns to Mortgagee all leases already in existence or to be created in the future of all or any portion of the Mortgaged Property, together with all rents, income, security deposits, issues, profits and awards (“Income”) due or to become due under Granting Clauses VI any such existing or future leases. This assignment is an absolute assignment of the leases and VII are rents, provided that Mortgagor shall have a license to collect the Income, unless and shall be presentuntil the occurrence of an Event of Default hereunder. In connection with this assignment, absolute and irrevocable assignments by the Mortgagor to hereby grants the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to (i) enter the Mortgaged Property and collect and receive all Rents now the Income with or hereafterwithout taking possession of the Mortgaged Property; (ii) with or without legal possession, including during dispossess by usual summary proceeding any period tenant defaulting in the performance of redemption, accruing its obligations under its lease; (iii) lease the Mortgaged Property or any part thereof; (iv) act as agent or appoint a third person to act as agent for Mortgagor or Mortgagee with respect to the Property. At powers and rights granted herein; and (v) apply the request Income to the payment of any taxes, cost of maintenance, repairs, expenses, incident to managing the Mortgaged Property or other charges or expenses or to repayment of all of the Mortgage debt secured hereby in such order of priority as Mortgagee or such Receiver, the Mortgagor may in its sole discretion determine. Such collection of rents shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment not operate as an affirmance of the Leases tenant or specific assignment of any Lease which lease in the event Mortgaged Property should be acquired by Mortgagee. Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed liable to be an assumption account only for the Income actually received by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, Mortgagee. In exercising any of the obligations of powers contained in this paragraph, Mortgagee may also take possession of, and for these purposes use, any and all personal property contained in the Mortgaged Property and used by Mortgagor under in the rental or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee leasing thereof or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderthereof.

Assignment of Leases. (a) Subject 3.1 Mortgagor hereby assigns to paragraph 5.07(d) below, the assignments of the Mortgagee all Leases and Rents. Mortgagor shall, upon demand, deliver to Mortgagee an executed copy of each such Lease. This assignment shall continue in effect until the Liabilities are paid in full and this Mortgage is canceled or discharged of record; however, so long as no Event of Default (as defined below) exists, Mortgagor shall have a license to collect, and may retain, use and enjoy the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee andas they become due, subject to the terms and conditions set forth in the Assignment of Leases. Such license granted to Mortgagor shall be immediately revoked without further notice or demand upon the occurrence of an Event of Default. Upon the occurrence of such Event of Default and during the continuance thereof, Mortgagee may, subject to the Mortgagor under Section 5.07(b)Reimbursement Agreement, to the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(ivfullest extent permitted by the Leases (i) (as the case may be as the Person exercising the exercise any of Mortgagor's rights under this Sectionthe Leases, (ii) shall have enforce the absoluteLeases, immediate (iii) demand, collect, sue for, attach, levy, recover, receive, compromise and continuing right to collect adjust, xxx make, execute and receive deliver receipts and releases for all Rents now or hereafterother payments that may then be or may thereafter become due, including during any period of redemption, accruing owing or payable with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI (iv) generally do, execute and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor perform any other action on the part of the Mortgagee act, deed, matter or any Person exercising the rights of the Mortgagee hereunder shall be construed thing whatsoever that ought to be an assumption by the Mortgagee or any such Person ofdone, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under executed and performed in and about or with respect to the Leases as fully as allowed or for any Rentauthorized by Mortgagor's interest under the Leases. This assignment is intended by Mortgagee and Mortgagor to create, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person create, an absolute assignment to take any action under or with respect Mortgagee, subject only to the Leases or with respect to terms and provisions hereof, and not as an assignment as security for the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession performance of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused obligations evidenced by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderReimbursement Documents.

Assignment of Leases. (a) Subject This Mortgage is also an absolute and unconditional assignment to paragraph 5.07(d) belowMortgagee of all Leases and Income, whether now in existence or hereafter arising, for the assignments purpose of vesting in Mortgagee a first priority, perfected security interest in the Leases and the Rents under Granting Clauses VI Income. Mortgagor hereby assigns, transfers and VII are sets over to Mortgagee all Leases, all Income and shall be present, absolute and irrevocable assignments by the all rights of Mortgagor to enforce the Mortgagee and, subject to Leases and collect the license to Income. This assignment includes any award received or receivable by Mortgagor in any legal proceeding involving any tenant under a Lease whether under the Mortgagor under Section 5.07(b), the Mortgagee Bankruptcy Code or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Propertyotherwise. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file notify any additional general assignment of the Leases or specific assignment of any Lease person which the Mortgagee or such Receiver may reasonably require from time to time (all in form specify that the Income should be paid directly to Mortgagee and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments that any modification of the Leases must be approved by Mortgagee. So long as no Event of Default is then continuing, Mortgagor shall have a license, revocable at the will of Mortgagee, to enforce the Leases and collect the Rents Income. Mortgagor hereby authorizes and directs that all other parties now or hereafter owing or paying Income under Granting Clauses VI any Lease or now or hereafter having in their possession or control any Income from or allocated to the Mortgaged Property, or any part thereof, shall, upon the request of Mortgagee and VIIuntil Mortgagee directs otherwise, pay and deliver such Income directly to Mortgagee at Mortgagee’s address set forth below, or in such other manner as Mortgagee may direct such parties in writing and this authorization shall continue until this Mortgage is released of record. No payor making payments to Mortgagee at its request under the assignment contained in this Mortgage shall have any responsibility to see to the application of any of such funds, and any party paying or delivering Income to Mortgagee under such assignment shall be released thereby from any and all liability to Mortgagor to the full extent and amount of all such Income so delivered. Notwithstanding any legal presumption to the contrary, Mortgagee shall not be obligated by reason of its acceptance of this assignment to perform any obligation of Mortgagor as lessor under any Lease. Neither the acceptance hereof of this assignment nor the exercise collection of Income under the rights and remedies hereunder nor Leases shall constitute a waiver of any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption or under the Note or constitute a cure of any default by the Mortgagee Mortgagor hereunder or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderthereunder.

Assignment of Leases. (a) Subject The Tenant acknowledges notice of and consents to paragraph 5.07(d) belowthat certain Absolute Assignment of Leases, the assignments Rents, Income and Profits dated as of the Leases and the Rents under Granting Clauses VI and VII are and shall be presenteven date herewith, absolute and irrevocable assignments executed by the Mortgagor in favor of the Mortgagee (hereinafter said assignment, together with any and all amendments, modifications, extensions, substitutions, replacements and/or consolidations thereof shall hereinafter be referred to as the “Assignment”). The Tenant agrees that if the Mortgagee, pursuant to the Assignment, and whether or not it becomes a mortgagee in possession, shall give notice to the Tenant that the Mortgagee has elected to require the Tenant to pay to the Mortgagee andthe rent and other charges payable by the Tenant under the, subject to the license to the Mortgagor under Section 5.07(b)Lease, the Tenant shall, until the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolutecanceled such election, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time (all in form and substance satisfactory be similarly bound to the Mortgagee and shall thereafter pay to the Mortgagee all rent and other sums payable under the Lease without notice to or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments consent of the Leases Mortgagor and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor without any other action obligation on the part of the Mortgagee Tenant to determine whether or any Person exercising not the rights of the Mortgagee hereunder Mortgage is in fact in default. Any such payment shall be construed to be an assumption by made notwithstanding any right of setoff, defense or counterclaim which the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to Tenant may have against the Mortgagor, provided that and any such payment shall be final as against the Mortgagee or (but not as against the Mortgagor) and the Tenant shall not seek to recover from the Mortgagee for any such Person exercising reason whatsoever any monies paid by the rights Tenant to the Mortgagee by virtue of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any RentsAssignment and this Tenant Subordination, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights Non-Disturbance and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderAttornment Agreement.

Assignment of Leases. Assignor hereby conveys, transfers and assigns unto Assignee, its successors and assigns, all the rights, interest and privileges, (a) Subject which Assignor as lessor has and may have in the leases now existing or hereafter made and affecting the Property or any part thereof as such leases may from time to paragraph 5.07(d) belowtime be hereafter, modified, extended and renewed (collectively the assignments of the Leases and the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b"Leases" or individually a "Lease"), the Mortgagee with all rents, income and profits due and becoming due therefrom (including, but not limited to, any sums in lieu of rent), and (b) which Assignor has and may have by virtue of any guaranty or a Receiver appointed pursuant to Section 5.02(a)(ivsurety agreement (collectively "Guaranties") (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. At tenant's obligations under the request of the Mortgagee Leases, as such Guaranties may have been, or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may reasonably require from time to time be hereafter, modified and extended. Assignor will, on request of Assignee, execute assignments of any future leases and assignments of any Guaranties made in connection therewith. Within five (all in form and substance satisfactory 5) days after execution thereof, Assignor shall deliver to Assignee a counterpart original of any Lease, any amendment thereof or any Guaranties or amendment thereof. Within five (5) days after request by Assignee, Assignor shall deliver to Assignee a counterpart original of any Lease, any amendment thereof or any Guaranties or amendment thereof. Anything to the Mortgagee or such Receiver) contrary notwithstanding, Assignor also hereby assigns to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor Assignee any other action on the part of the Mortgagee or award made hereafter to it in any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, court procedure involving any of the obligations tenants in any bankruptcy, insolvency, or reorganization proceedings in any state or Federal court, and any and all payments made by tenants in lieu of the Mortgagor under or rent. Assignor hereby appoints Assignee as its irrevocable attorney-in-fact (which appointment is coupled with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(can interest) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action and/or to collect any such award or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunderpayment.