Common use of Assignment of Rents Clause in Contracts

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The With reference to any assignment contained by Landlord of Landlord's interest in paragraph (E) of this Mortgage shall be fully operative without any further action on Lease, or the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default rents payable hereunder, conditional in nature or otherwise, which assignment is made to all rentsthe holder of a mortgage or ground lease on property which includes the Premises, income Tenant agrees that the execution thereof by Landlord, and other benefits from the Premises whether or not Collateral Agent or Holders take possession acceptance thereof by the holder of such property. Mortgagor hereby further grants mortgage or the ground lessor, shall never be treated as an assumption by such holder or ground lessor of any of the obligations of Landlord hereunder, unless such holder, or ground lessor, shall, by notice sent to Collateral Agent Tenant, specifically otherwise elect, or upon foreclosure of such holder's mortgage and the right after the occurrence and during the continuance taking of an Event of Default (i) to enter upon and take possession of the Premises Premises, or, in the case of a ground lessor, the assumption of Landlord's position hereunder by such ground lessor. In no event shall the acquisition of title to the Buildings and the land on which the same is located by a purchaser which, simultaneously therewith, leases the entire Buildings or such land back to the seller thereof be treated as an assumption by such purchaser-lessor, by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord's obligations hereunder subject to the purpose provisions of collecting Section 8.4 hereof. In any such event, this Lease shall be subject and subordinate to the said rents, income lease to such purchaser provided that such purchaser agrees to recognize the rights of Tenant under this Lease upon the payment of rent and other benefitscharges payable by Tenant under this Lease and the performance by Tenant of Tenant's obligations hereunder and provided that Tenant agrees to attorn to such purchaser. For all purposes, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereofsuch seller-lessee, and (iv) its successors in title, shall be the landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor by notice sent to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account Tenant or by termination of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises lease by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofpurchaser-lessor.

Assignment of Rents. The As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents and revenues of the Property including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable, subject to the rights of senior lenders that are approved by the Beneficiary pursuant to the Loan Agreement. Trustor hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of the Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and revenues so collected to the Secured Obligations with the balance, so long as no such breach has occurred and is continuing, to the account of Trustor, it being intended by Trustor and Beneficiary that this assignment contained of rents constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in paragraph (E) the Loan Documents, and without the necessity of Beneficiary entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this Mortgage Section 2.3 as the same becomes due and payable, including but not limited to, rents then due and unpaid, and all such rents will immediately upon delivery of such notice be held by Trustor as trustee for the benefit of Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of the breach by Trustor contains a statement that Beneficiary exercises its rights to such rents. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Beneficiary to Trustor, each tenant of the Property shall be fully operative make such rents payable to and pay such rents to Beneficiary or Beneficiary's agents on Beneficiary's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each rental unit, without any further action liability on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon said tenant to inquire further as to the occurrence and during the continuance existence of an Event a default by Trustor. Trustor hereby covenants that Trustor has not executed any prior assignment of Default hereunder, to all said rents, income other than as security to lenders approved by Beneficiary pursuant to the Loan Agreement, that Trustor has not performed, and other benefits will not perform, any acts or has not executed and will not execute, any instrument which would prevent Beneficiary from exercising its rights under this Section 2.3, and that at the Premises whether time of execution of this Deed of Trust, there has been no anticipation or not Collateral Agent or Holders take possession prepayment of any of the rents of the Property for more than two (2) months prior to the due dates of such propertyrents. Mortgagor hereby Trustor covenants that Trustor will not hereafter collect or accept payment of any rents of the Property more than two (2) months prior to the due dates of such rents. Trustor further grants covenants that, so long as the Secured Obligations are outstanding, Trustor will execute and deliver to Collateral Agent Beneficiary such further assignments of rents and revenues of the right after Property as Beneficiary may from time to time request. Upon Trustor's breach of any covenant or agreement of Trustor in the occurrence and during Loan Documents, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the continuance adequacy of an Event of Default (i) to Beneficiary's security, enter upon and take possession and maintain full control of the Premises Property in order to perform all acts necessary and appropriate for the purpose operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or termination of contracts providing for the management or maintenance of the Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver will be entitled to receive a reasonable fee for so managing the Property. All rents and revenues collected subsequent to delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents are to be applied first to the costs, if any, of taking control of and managing the Property and collecting the said rents, income including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments and other benefits, (ii) to dispossess by charges on the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereofProperty, and (iv) the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Property and then to apply said the sums secured by this deed of Trust. Beneficiary or the receiver is to have access to the books and records used in the operation and maintenance of the Property and will be liable to account only for those rents actually received. Beneficiary is not liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Property by reason of anything done or left undone by Beneficiary under this Section 2.3. If the rents of the Property are not sufficient to meet the costs, if any, of taking control of and managing the Property and collecting the rents, income and other benefits, after payment of all necessary charges and expenses, on account any funds expended by Beneficiary for such purposes will become part of the Secured Obligations secured herebypursuant to Section 3.3 hereof. Such assignment Unless Beneficiary and grant shall continue Trustor agree in effect until writing to other terms of payment, such amounts are payable by Trustor to Beneficiary upon notice from Beneficiary to Trustor requesting payment thereof and will bear interest from the Obligations secured hereby are paid, date of disbursement at the execution of this Mortgage constituting and evidencing rate stated in Section 3.3. If the irrevocable consent of Mortgagor to Beneficiary or the entry receiver enters upon and taking possession takes and maintains control of the Premises by Collateral Agent pursuant to such grantProperty, whether or not foreclosure has been instituted. Neither the exercise of neither that act nor any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall rents as provided herein will cure or waive any default or notice under this Deed of default hereunder Trust or invalidate any act done pursuant hereto other right or remedy available to any such notice, but shall be cumulative Beneficiary under applicable law or under this Deed of all other rights and remediesTrust. Neither this This assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment rents of the indebtedness evidenced by or arising under Property will terminate at such time as this Deed of Trust ceases to secure the obligations, and such rents shall be applied as provided in Section 3.10 hereofSecured Obligations.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage Deed of Trust shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor Grantor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Grantor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage Deed of Trust shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises property described in paragraphs (A), (B), (C) and (D) hereof whether or not Collateral Agent or Holders take possession of such property. Mortgagor Grantor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default Default: (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, ; (ii) to dispossess by the usual summary ejectment proceedings any tenant, ; (iii) to let the Premises or any part thereof, ; and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Grantor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained in paragraph (E) Grantor hereby assigns to Trustee, for the benefit of this Mortgage shall be fully operative without any Beneficiary, the Rents as further action on security for the part payment of either party the Obligations and specifically Collateral Agent shall be entitledperformance of the Performance Obligations, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further Grantor grants to Collateral Agent Trustee and Beneficiary the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Trust Property for the purpose of collecting the said rents, income same and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises Trust Property or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, the Rents on account of the Obligations secured herebyObligations. Such The foregoing assignment and grant is present and absolute and shall continue in effect until the Obligations secured are paid in full, but Beneficiary and Trustee hereby are paidwaive the right to enter the Trust Property for the purpose of collecting the Rents and Grantor shall be entitled to collect, receive, use and retain the execution Rents until the occurrence of an Event of Default under this Mortgage constituting Deed of Trust; such right of Grantor to collect, receive, use and evidencing retain the irrevocable consent of Mortgagor to Rents may be revoked by Beneficiary upon the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise occurrence of any rights Event of Default under this paragraph Deed of Trust by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or giving not less than five days' written notice of default hereunder such revocation to Grantor; in the event such notice is given, Grantor shall pay over to Beneficiary, or invalidate to any act done pursuant hereto receiver appointed to collect the Rents, any lease security deposits, and shall pay monthly in advance to Beneficiary, or to any such noticereceiver, but shall be cumulative of all other rights the fair and remedies. Neither this assignment nor reasonable rental value as determined by Beneficiary for the receipt of rents, income use and other benefits by Collateral Agent shall effect a pro tanto payment occupancy of the indebtedness evidenced by Trust Property or arising under of such part thereof as may be in the obligationspossession of Grantor or any affiliate of Grantor, and upon default in any such rents payment Grantor and any such affiliate will vacate and surrender the possession of the Trust Property to Beneficiary or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Grantor shall be applied as provided not accept prepayments of installments of Rent to become due for a period of more than one month in Section 3.10 hereofadvance (except for security deposits and estimated payments of percentage rent, if any).

Assignment of Rents. The assignment contained in paragraph (E) Mortgagor hereby assigns to Mortgagee absolutely, not only as collateral, the present and future rents, income, issues and profits of this Mortgage shall be fully operative without any further action on the part of either party Property and specifically Collateral Agent shall be entitledhereby gives to and confers upon Mortgagee the right, at its optionpower and authority, upon the occurrence and during the continuance of an Event this Mortgage, to collect the rents, income, issues and profits of Default the Property, reserving unto Mortgagor the right, prior to any default by Mortgagor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to all collect and retain such rents, income income, issues and other benefits from profits as they become due and payable. Upon any such default, Mortgagee may, at any time, without notice, either in person, by agent, or by a receiver to be appointed by a court if the Premises whether Property is abandoned or not Collateral Agent upon sufficient proof that a receiver is necessary, and without regard to the adequacy of any security for the indebtedness hereby secured, the solvency of Mortgagor, or Holders take possession the presence of such property. Mortgagor hereby further grants to Collateral Agent waste or danger of loss or destruction of the right after the occurrence and during the continuance of an Event of Default (i) to Property, enter upon and take possession of the Premises for the purpose of collecting the said rentsProperty, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said any personal property in which Mortgagee has a security interest as additional security for the indebtedness secured by this Mortgage, and may, in its own name, xxx for or otherwise collect such rents, income income, issues and other benefitsprofits, after payment including those past due and unpaid, and apply the same, less costs and expenses of all necessary charges operation and expensescollection, on account including reasonable attorneys fees, upon any indebtedness secured hereby, and in such order as Mortgagee may determine. In the exercise of any of the Obligations secured hereby. Such assignment foregoing rights and grant powers, Mortgagee shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of not be liable to Mortgagor for any loss or damage thereby sustained unless due solely to the entry willful misconduct of Mortgagee. The entering upon and taking possession of the Premises by Collateral Agent pursuant to such grantProperty, whether or not foreclosure has been instituted. Neither the exercise collection of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to income, issues and profits and the Obligations secured herebyapplication thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto to such notice. To the extent the provisions of this paragraph are inconsistent with the terms of a separate Assignment of Lessor’s Interest in Leases, if any, the terms of the Assignment of Lessor’s Interest in Leases shall control. In addition to the foregoing, in the event that a mortgage foreclosure is pursued by the Mortgagee, Mortgagor consents to the appointment of a trustee pursuant to N.D.C.C. Chapter 32-19.2 or to other applicable law. Said trustee shall collect the rents during periods of redemption following any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligationsforeclosure action, and such rents shall be applied as provided in Section 3.10 hereofapply the same pursuant to the authority granted by law.

Assignment of Rents. The assignment contained in paragraph (E) Mortgagor hereby advises Tenant that the Security Instrument provides for the direct payment to Lender of this Mortgage shall be fully operative without any further action on all rents and other monies due and to become due to Mortgagor under the part of either party and specifically Collateral Agent shall be entitled, at its option, Lease upon the occurrence and during of certain conditions as set forth in the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and Security Instrument without Lender's taking possession of the Premises Property or otherwise assuming Mortgagor's position or any of Mortgagor's obligations under the Lease. After written notice is given to Tenant by Collateral Agent pursuant Lender in form reasonably acceptable to Tenant as to authenticity, that Mortgagor has defaulted under the Security Instrument and that the rentals under the Lease should be paid to Lender, Tenant shall pay to Lender, or in accordance with the direction of Lender all rentals and other monies due and to become due to the Mortgagor under the Lease, and Mortgagor hereby expressly authorizes Tenant to make such grantpayments as directed by Lender and hereby releases and discharges Tenant of, whether or not foreclosure has been instituted. Neither the exercise of and from any rights under this paragraph by Collateral Agent nor the application liability to Mortgagor on account of any such rentspayments. Tenant shall have no responsibility to ascertain whether such demand by Lender is permitted under the Security Instrument. Furthermore, income or other benefits in connection with the aforesaid, and notwithstanding anything to the Obligations secured herebycontrary contained elsewhere, shall cure Mortgagor, its successor and/or assigns hereby agree to indemnify and hold harmless Tenant against any expenses, claims, losses, or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits damages incurred by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by Tenant resulting from or arising under out of claims by Mortgagor, it successors or assigns that such rental payments should not have been, or cannot be, made to Lender or the obligations, and such rents shall be applied as provided in Section 3.10 hereof.like..

Assignment of Rents. The assignment contained in paragraph (Ei) As further security for the repayment of this Mortgage shall the Obligations, Mortgagor does hereby sell, assign and transfer to Agent, for the benefit of the Lenders, all leases and any other agreements for the use, sale, letting of, or occupancy of the Mortgaged Property or any portion thereof (whether written or verbal), which may have been heretofore or may hereafter be fully operative made or agreed to or which may be made or agreed to by Agent under the powers herein granted, including without any further action on the part of either party limitation sale contracts, leases, escrow and specifically Collateral Agent shall be entitled, at its option, upon the occurrence other agreements and during the continuance of an Event of Default hereunder, to all rents, income issues, deposits and profits now due and which may hereinafter become due thereunder or by reason thereof, it being Mortgagor's intention hereby to establish an absolute transfer and assignment of all such leases, contracts, escrows and agreements pertaining thereto (such leases, contracts, escrows and agreements being collectively referred to herein below as "agreements" and any such individual lease, contract, escrow or other benefits from agreement being referred to herein below as an "agreement"), and all the Premises whether or not Collateral Agent or Holders take possession avails thereof, to Agent, for the benefit of such propertythe Lenders. Mortgagor does hereby further grants to Collateral irrevocably appoint Agent the right after the occurrence as its true and during the continuance of an Event of Default lawful attorney-in-fact in its name and stead (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises with or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and without taking possession of the Premises by Collateral Mortgaged Property) to rent, lease, let, or sell all or any portion of the Mortgaged Property to any party or parties at such price and upon such term as Agent in its sole and absolute discretion may determine, to exercise any and all rights including rights of first refusal and options of any Mortgagor to purchase and otherwise acquire title to all or any part of the Mortgaged Property, and to collect all rents, issues, deposits, profits and avails now due or that may hereafter become due under any and all of such agreements or other tenancies now or hereafter existing on the Mortgaged Property, with the same rights and powers and subject to the same immunities, exoneration of liability and rights of recourse and indemnity as Agent would have upon taking possession of the Mortgaged Property pursuant to such grant, whether or the provisions set forth herein below. This assignment confers upon Agent a power coupled with an interest and it cannot foreclosure has been instituted. Neither the exercise of any rights under this paragraph be revoked by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofMortgagor.

Assignment of Rents. The If at any time Landlord assigns this Lease or the rents payable hereunder to the holder of any Mortgage, whether such assignment contained is conditional in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitlednature or otherwise, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) such assignment to enter the Mortgagee shall not be deemed an assumption by the Mortgagee of any obligations of Landlord hereunder unless such Mortgagee shall, by written notice to Tenant, specifically otherwise elect; (ii) except as aforesaid, the Mortgagee shall be treated as having assumed Landlord’s obligations hereunder (subject to Section 4.13) only upon foreclosure of its mortgage (or voluntary conveyance by deed in lieu thereof) and take the taking of possession of the Leased Premises for and, with respect to obligations regarding return of any security deposit, only upon receipt of the purpose of collecting the said rents, income funds constituting such security deposit; and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) if Tenant alleges that Landlord is in default under this Lease, Tenant shall give the Mortgagee (to let the Premises or any part thereof, and (ivwhich Tenant was given written notice) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise a copy of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder served upon Landlord and, if Landlord fails to cure such default within the time provided herein or invalidate any act done pursuant hereto by law or such additional time as may be provided in such notice to Landlord, the Mortgagee shall have thirty (30) days after the end of Landlord’s cure period to cure such default (or such additional time as may be necessary to cure such default, if within such thirty day period the Mortgagee has commenced and is diligently pursuing the remedies necessary to effect such cure), in which event (except as set forth in Section 3.01(c)) Tenant shall have no right to an abatement of Rent or to any terminate this Lease with respect to such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor default while such remedies are being diligently pursued by the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofMortgagee.

Assignment of Rents. The Grantor hereby absolutely assigns and transfers to Beneficiary all the leases, rents, issues, and profits of the Property (collectively “Rents”). Although this assignment contained is effective immediately, so long as no Default exists, Beneficiary gives to and confers upon Grantor the privilege under a revocable license to collect as they become due, but not prior to accrual, the Rents and to demand, receive, and enforce payment, give receipts, releases, and satisfactions, and sue in paragraph (E) the name of this Mortgage Grantor for all such Rents. Grantor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Grantor herein shall be fully operative automatically revoked without further notice to or demand upon Grantor, and Beneficiary shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and without regard to the adequacy of any further action on security for the part of either party and specifically Collateral Agent shall be entitledObligations, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefitsProperty, (ii) notify tenants, subtenants, and any property manager to dispossess pay Rents to Beneficiary or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by the usual summary ejectment proceedings any tenantXxxxxxx, and (iii) to let the Premises in its own name, sue for or any part thereofotherwise collect Rents, including those past due, and (iv) apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured herebyin such order and manner as Beneficiary may determine or as otherwise provided for herein. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the Beneficiary’s exercise of any one or more of the foregoing rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall not cure or waive any default Default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofDefault hereunder.

Assignment of Rents. TOGETHER WITH all rents, royalties, issues, profits, revenue, income and other benefits from the property described in Paragraphs A, B and C hereof to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder beyond any applicable grace or cure period, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent Mortgagee shall be entitled, at its option, option upon the occurrence and during of a default hereunder which remains uncured beyond the continuance expiration of an Event of Default hereunderany applicable grace or cure period, to all rents, royalties, issues, profits, revenue, income and other benefits from the Premises property described in Paragraphs A, B and C hereof whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take Mortgagee takes possession of the Premises for property described in Paragraphs A, B and C hereof. Upon any such uncured default hereunder, the purpose of collecting the said permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefitsbenefits from the property described in Paragraphs A, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, B and (iv) to apply said rents, income C hereof shall terminate and other benefits, after payment of all necessary charges and expenses, on account such permission shall not be reinstated upon a cure of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituteddefault without Mortgagee's specific consent. Neither the exercise of any rights under this paragraph by Collateral Agent Mortgagee nor the application of for any such rents, royalties, issues, profits, revenue, income or other benefits to the Obligations indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained Trustor unconditionally and absolutely assigns to Beneficiary all of Trustor’s right, title and interest in paragraph and to the following: all existing and future leases, subleases, occupancy agreements, licenses, rental contracts and other similar agreements now or hereafter existing relating to the use or occupancy of the Mortgaged Property, together with all guarantees, modifications, extensions and renewals thereof (Ecollectively, the “Leases”); and all rents, issues, profits, income and proceeds due or to become due from the parties under the Leases, including rentals and all other payments of any kind under any Leases now existing or hereafter entered into, together with all deposits (including security deposits) of any parties thereunder (collectively, the “Rents”). In the event that any Person establishes and exercises any right to develop, bore for or mine for any water, gas, oil or mineral on or under the surface of the Mortgaged Property, any sums that may become due and payable to Trustor as bonus or royalty payments, and any damages or other compensation payable to Trustor in connection with the exercise of any such rights, shall also be considered Rents assigned under this Mortgage Section 2.6. This is an absolute assignment to Beneficiary and not an assignment as security for the performance of the obligations under the Credit Documents, or any other indebtedness. Subject to the provisions below, Beneficiary shall have the right, power and authority to: notify any person that the Leases have been assigned to Beneficiary and that all Rents and other obligations are to be fully operative paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Mortgaged Property; settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations under the Leases; enforce payment of Rents and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to Rents and Leases; enter upon, take possession of and operate the Mortgaged Property; lease all or any part of the Mortgaged Property; perform any and all obligations of Trustor under the Leases and exercise any and all rights of Trustor therein contained to the full extent of Trustor’s rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver; and/or while any Event of Default exists, exercise any or all remedies provided in Article 3 hereof, including the right to have a receiver appointed. At Beneficiary’s request, Trustor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Trustor irrevocably directs any tenant, without any requirement for notice to or consent by Trustor, to comply with all demands of Beneficiary under this Section 2.6 and to turn over to Beneficiary on demand all Rents which it now or hereafter owes under a Lease. Beneficiary shall have the right, but not the obligation, to use and apply all Rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the Credit Documents. Notwithstanding that this is an absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the Rents and Leases, Beneficiary grants to Trustor a revocable license to collect and receive the Rents and to retain, use and enjoy such Rents. Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default, in which case Trustor shall immediately, without any further action act or request on the part of either party Beneficiary, turn over to Beneficiary all Rents which it receives. Trustor shall apply any Rents which it receives to the payment due under the Secured Obligations, taxes, assessments, water charges, sewer rents and specifically Collateral Agent shall be entitledother governmental charges levied, assessed or imposed against the Mortgaged Property, insurance premiums, and other obligations of lessor under the Leases before using such proceeds for any other purpose. Upon repayment and performance in full of the Secured Obligations, Beneficiary will, at Trustor’s request and expense, unconditionally and absolutely reassign to Trustor its optionright, upon the occurrence title and during the continuance of an Event of Default hereunder, to all rents, income interest in and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon Leases and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofRents.

Assignment of Rents. The If at any time Landlord assigns this Lease or the rents payable hereunder to the holder of any Mortgage, whether such assignment contained is conditional in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitlednature or otherwise, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) such assignment to enter the Mortgagee shall not be deemed an assumption by the Mortgagee of any obligations of Landlord hereunder unless such Mortgagee shall, by written notice to Tenant, specifically otherwise elect; (ii) except as aforesaid, the Mortgagee shall be treated as having assumed Landlord’s obligations hereunder (subject to Section 4.13) only upon foreclosure of its mortgage (or voluntary conveyance by deed in lieu thereof) and take the taking of possession of the Leased Premises for and, with respect to obligations regarding return of any security deposit, only upon receipt of the purpose of collecting the said rents, income funds constituting such security deposit; and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let if Tenant alleges that Landlord is in default under this Lease, Tenant shall give the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise Mortgagee a copy of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder served upon Landlord and, if Landlord fails to cure such default within the time provided herein or invalidate any act done pursuant hereto by law or such additional time as may be provided in such notice to Landlord, the Mortgagee shall have thirty (30) days after the end of Landlord’s cure period to cure such default (or such additional time as may be necessary to cure such default, if within such thirty day period the Mortgagee has commenced and is diligently pursuing the remedies necessary to effect such cure), in which event (except as set forth in Section 3.01(c)) Tenant shall have no right to an abatement of Rent or to any terminate this Lease with respect to such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor default while such remedies are being diligently pursued by the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofMortgagee.

Assignment of Rents. The Grantor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment contained is effective immediately, so long as no Default exists, Bank gives to and confers upon Grantor the privilege under a revocable license to collect as they become due, but not prior to accrual, the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactions, and xxx in paragraph (E) the name of this Mortgage Grantor for all such Rents. Grantor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Grantor herein shall be fully operative automatically revoked without further notice to or demand upon Grantor, and Bank shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and without regard to the adequacy of any further action on security for the part of either party and specifically Collateral Agent shall be entitledObligations, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefitsProperty, (ii) notify tenants, subtenants and any property manager to dispossess pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by the usual summary ejectment proceedings any tenantGrantor, and (iii) in its own name, xxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to let the Premises Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance or Transfer of an Interest in Grantor. Without the prior written consent of Bank in each instance, Grantor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, and whether voluntarily, involuntarily or by operation of law, or (iviii) enter into any agreement or transaction to apply said rentstransfer, income and other benefitsor accomplish in form or substance a transfer, after payment of all necessary charges and expenses, on account of the Obligations secured herebyProperty. Such assignment and grant shall continue in effect until A “transfer” of the Obligations secured hereby are paidProperty includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of this Mortgage constituting an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Grantor or any general partner or member of Grantor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer, pledge, assignment or encumbrance (whether in one transaction or a series of transactions) of any stock, partnership, limited liability company or other ownership interests in such corporation, partnership, limited liability company or entity including, without limitation, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; whether directly or indirectly; (d) if Grantor, or any general partner or member of Grantor, is a corporation, the creation or issuance of new stock by which an aggregate of more than 10% of such corporation’s stock shall be vested in a party or parties who are not now stockholders; and evidencing (e) an agreement by Grantor leasing all or a substantial part of the irrevocable consent Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of Mortgagor or the grant of a security interest in and to any Leases. The foregoing to the entry upon and taking possession contrary notwithstanding, (a) if Grantor or if any of the Premises by Collateral Agent pursuant parties directly or indirectly comprising Grantor shall die, dissolve, terminate or liquidate, or merge with or be consolidated into any other entity, or shall hypothecate, pledge, mortgage or otherwise encumber all or any part of the beneficial ownership interest in Grantor or shall attempt to such grantdo any of the same; or (b) if Grantor shall amend or modify, whether or in a manner which would not foreclosure has been instituted. Neither the exercise adversely affect Bank, its articles of any rights under this paragraph by Collateral Agent nor the application incorporation, bylaws, partnership agreement, certificate of any such rents, income partnership or other benefits charter or enabling documents, Bank shall not unreasonably withhold, delay or condition its consent to (a) or (b) above. Bank acknowledges that (i) the Obligations secured herebylimited partners of Grantor and the shareholders of general partner of Grantor, Xxxxxxx Realty Investors, Inc., a real estate investment trust (hereinafter “RRI”) may, without Bank’s consent, transfer and assign limited partnership units in Grantor and shares in RRI in the ordinary course of business; and (ii) Grantor may complete any merger or consolidation involving Grantor or RRI when Grantor or RRI is the surviving entity; provided, however, that nothing herein shall cure release Grantor or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or RRI from its obligations under the Loan Documents. Except as aforesaid, Bank’s consent to any such noticeconveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment an extension or curtailment of the indebtedness evidenced by maturity of the Obligations, or arising under other modification of the obligations, and such rents shall be applied as provided in Section 3.10 hereofNote or this instrument.

Assignment of Rents. The Tenant agrees to recognize the assignment contained from Landlord to Lender of the Lease and the amounts payable thereunder pursuant to the Assignment of Rents and, in paragraph (E) the event of any default by Landlord under the Loan Documents and the expiration of any applicable cure period expressly set forth therein, Tenant shall pay to Lender, as such assignee, the rents and other amounts which are or become due under the Lease from and after the date on which Lender gives Tenant notice that such rent and other amounts are to be paid to Lender pursuant to the Assignment of Rents. In complying with the provisions of this Mortgage Section 5, Tenant shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, entitled to rely solely upon the occurrence notices given by Lender pursuant to the Assignment of Rents and during the continuance Landlord hereby indemnifies and agrees to defend and hold Tenant harmless for, from and against any and all expenses, loss, claims, damage or liability arising out of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether Tenant's compliance with such notice or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession performance of the Premises for obligations under the purpose of collecting the said rents, income Lease by Tenant made in good faith in reliance on and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether notice. Tenant shall be entitled to full credit under the Lease for any rents paid to Lender in accordance with the provisions hereof. Any dispute between Lender (or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits Purchaser) and Landlord as to the Obligations secured herebyexistence or nature of a default by Landlord under the terms of the Loan Documents or with respect to the foreclosure of the Security Instrument, shall cure be dealt with and adjusted solely between Lender (or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights Purchaser) and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligationsLandlord, and such rents Tenant shall not be applied as provided in Section 3.10 hereofmade a party thereto (unless joinder is required by law).

Assignment of Rents. The assignment contained Trustor unconditionally and absolutely assigns to Beneficiary all of Trustor's right, title and interest in paragraph and to: all leases, subleases, occupancy agreements, licenses, rental contracts and other similar agreements now or hereafter existing relating to the use or occupancy of the Mortgaged Property, together with all guarantees, modifications, extensions and renewals thereof (E) of this Mortgage shall be fully operative without any further action on the part of either party "Leases"); and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rentsissues, profits, income and proceeds due or to become due from tenants of the Mortgaged Property, including rentals and all other benefitspayments of any kind under any leases now existing or hereafter entered into, together with all deposits (iiincluding security deposits) of tenants thereunder ("Rents"). This is an absolute assignment to dispossess by Beneficiary and not an assignment as security for the usual summary ejectment proceedings any tenantperformance of the obligations under the Credit Documents, (iii) to let the Premises or any part thereofother indebtedness. Subject to the provisions herein below, Beneficiary shall have the right, power and (iv) authority to: notify any person that the Leases have been assigned to apply said rents, income Beneficiary and that all Rents and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby obligations are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant be paid directly to such grantBeneficiary, whether or not Beneficiary has commenced or completed foreclosure has been instituted. Neither or taken possession of the exercise Mortgaged Property; settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations under the Leases; enforce payment of Rents and other rights under this paragraph by Collateral Agent nor the application Leases, prosecute any action or proceeding, and defend against any claim with respect to Rents and Leases; enter upon, take possession of and operate the Mortgaged Property; lease all or any part of the Mortgaged Property; perform any and all obligations of Trustor under the Leases and exercise any and all rights of Trustor therein contained to the full extent of Trustor's rights and obligations thereunder, with or without the bringing of any such rentsaction or the appointment of a receiver; or while any Event of Default exists, income exercise any or other benefits all remedies provided in Article 3 hereof, including the right to the Obligations secured hereby, shall cure or waive have a receiver appointed and any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither remedies under California Civil Code Section 2938; provided, however, that this assignment shall not impose upon Beneficiary any duty to produce Rents, nor shall it cause Beneficiary to be (i) a "mortgagee in possession" for any purpose; (ii) responsible for performing any obligations of the receipt lessor, licensor or other counterparty under any Lease; or (iii) be responsible for waste committed by lessees or any other parties, for any dangerous or defective condition in the Mortgaged Property, or for any negligence in the management, upkeep, repair or control of rentsthe Mortgaged Property. At Beneficiary's request, income Trustor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Trustor irrevocably directs any tenant, without any requirement for notice to or consent by Trustor, to comply with all demands of Beneficiary under this Section 2.4 and to turn over to Beneficiary on demand all Rents which it owes under a Lease. Beneficiary shall have the right, but not the obligation, to use and apply all Rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the Credit Agreement. Notwithstanding that this is an absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the Rents and Leases, Beneficiary grants to Trustor a revocable license to collect and receive the Rents and to retain, use and enjoy such Rents. Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default, in which case Trustor shall immediately, without any further act or request on part of Beneficiary, turn over to Beneficiary all Rents which it receives. Trustor shall apply any Rents which it receives to the payment due under the Secured Obligations, taxes, assessments, water charges, sewer rents and other benefits by Collateral Agent shall effect a pro tanto payment governmental charges levied, assessed or imposed against the Mortgaged Property, insurance premiums, and other obligations of the indebtedness evidenced by or arising lessor under the obligations, and Leases before using such rents shall be applied as provided in Section 3.10 hereofproceeds for any other purpose.

Assignment of Rents. The (a) Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Lender all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment contained is effective immediately, so long as no Event of Default exists, Xxxxxxxxx shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not more than one (1) month prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in paragraph (E) of this Mortgage trust as a fund to be applied, and Xxxxxxxxx hereby covenants and agrees that such Rents shall be fully operative so applied, first to the operation, maintenance and repair of the Property, including, without limitation, the payment of taxes and insurance, and the payment of interest, principal and other sums becoming due under the Debt, before retaining and/or disbursing any further action on the part of either party and specifically Collateral Agent the Rents for any other purpose. The license herein granted to Mortgagor shall be entitledautomatically, at its optionwithout notice or any other action by Xxxxxx, terminate upon the occurrence and during the continuance of an Event of Default hereunderDefault, to and all rentsRents subsequently collected or received by Mortgagor shall be held in trust by Xxxxxxxxx for the sole and exclusive benefit of Lender. Nothing contained in this Section 1.2, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession no collection by Xxxxxx of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession Rents, shall be construed as imposing on Lender any of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account obligations of the Obligations secured herebylessor under the Leases. Such assignment The rights of Lender contained in this Section 1.2 are in addition to and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other with the rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced Lender set forth in any other instrument of similar import, given herewith by or arising under Mortgagor to Lender as security for the obligationspayment and performance of the Obligations, and to the extent of any inconsistency between the terms of such rents instrument and the terms of this Section 1.2, the terms of such instrument shall be applied as provided in Section 3.10 hereofcontrol.

Assignment of Rents. The (a) Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Lender all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment contained is effective immediately, so long as no Event of Default exists, Xxxxxxxxx shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not more than one (1) month prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in paragraph (E) of this Mortgage trust as a fund to be applied, and Xxxxxxxxx hereby covenants and agrees that such Rents shall be fully operative so applied, first to the operation, maintenance and repair of the Property, including, without limitation, the payment of taxes and insurance, and the payment of interest, principal and other sums becoming due under the Debt, before retaining and/or disbursing any further action on the part of either party and specifically Collateral Agent the Rents for any other purpose. The license herein granted to Mortgagor shall be entitledautomatically, at its optionwithout notice or any other action by Xxxxxx, terminate upon the occurrence and during the continuance of an Event of Default hereunderDefault, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Xxxxxxxxx for the sole and exclusive benefit of Lender. Nothing contained in this Section 1.2, and no collection by Xxxxxx of Rents, shall be construed as imposing on Lender any of the obligations of the lessor under the Leases. The assignment of rents contained in this Security Instrument is intended to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession do constitute an assignment of such propertyrents as contemplated in Florida Statutes Section 697.07. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of If an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rentsthen exists, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant Lender shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor be entitled to the entry upon and taking possession of the Premises by Collateral Agent pursuant remedies provided in said Section 697.07, in addition to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither , whether procedural or substantive, in effect at the time of execution or enforcement of this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofSecurity Instrument.

Assignment of Rents. The assignment contained All Rents are hereby assigned to Lender to be applied against the Loan Obligations secured by this Mortgage in paragraph such order as Lender may elect; provided, however, that a revocable license is hereby given to Mortgagor (E) subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party party, and specifically Collateral Agent specifically, Lender shall be entitled, at its option, option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence and during the continuance of an any Event of Default hereunder, to collect all rents, income and other benefits from the Premises such Rents whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take Lender takes possession of the Premises for the purpose Property. Exercise by Lender of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any its rights under this paragraph by Collateral Agent nor Section, and the application of any such rents, income or other benefits Rents to the such Loan Obligations secured hereby, shall not cure or waive any default Event of Default or notice of default Event of Default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor Mortgagor shall not, without the receipt prior written consent of rentsLender, income and other benefits by Collateral Agent shall effect a pro tanto payment of further assign the indebtedness evidenced by or arising under the obligationsRents that are assigned to Lender herein, and any such rents assignment without the express written consent of Lender shall be applied void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in Section 3.10 hereofthe Loan Agreement).

Assignment of Rents. The assignment contained in paragraph (E) Mortgagor hereby absolutely and unconditionally assigns and transfers to Lender all the leases, income, rents, issues and profits of this Mortgage shall be fully operative without all or any further action on the part of either party the Property, both before and specifically Collateral Agent shall be entitled, at its option, upon the occurrence after foreclosure and during the continuance period of redemption. Mortgagor irrevocably grants Lender a power of attorney, deemed coupled with an Event of Default hereunderinterest, but without fiduciary duty, and grants Lender the authority, to demand, receive and enforce payment, to give receipts, releases, and satisfactions, and to xxx, in the name of either Mortgagor or Lender, for all such income, rents, income issues and other benefits from profits and to apply the Premises whether or same to the Secured Obligations, after reimbursement of expenses incurred by Lender. So long, however, as Mortgagor is not Collateral Agent or Holders take possession of such property. in Default, Mortgagor hereby further grants to Collateral Agent shall have the right after the occurrence to collect and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said retain all income, rents, income issues, profits and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor proceeds subject to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remediesLoan Agreement. Neither this assignment nor the receipt exercise of rentsany rights or remedies hereunder shall be deemed to make Lender a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Real Estate or Improvements or their use, income and other benefits by Collateral Agent occupancy, enjoyment or operation. Neither foreclosure nor any sale thereunder shall effect cause a pro tanto payment satisfaction or release of the indebtedness evidenced by or arising assignment to Lender under the obligations, and such rents shall be applied as provided in Section 3.10 hereofthis paragraph.

Assignment of Rents. The Grantor unconditionally and absolutely assigns to Beneficiary all of Grantor's right, title and interest in and to all Leases and all Rents. This is an absolute assignment contained in paragraph to Beneficiary and not an assignment as security for the performance of the obligations of Grantor under the Loan Documents to which it is a party, or any other obligation. Subject to the provisions set forth herein, Beneficiary shall have the right, power and authority to: (Ea) notify any person that the Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of this Mortgage shall be fully operative without the Premises; (b) settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any further rents or other obligations under the Leases; (c) enforce payment of rents and other rights under the Leases, prosecute any action on or proceeding, and defend against any claim with respect to rents and Leases; (d) enter upon, take possession of and operate the Premises, lease all or any part of either party the Premises; (e) and/or perform any and specifically Collateral Agent all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver; provided, however, that Grantor shall be entitled, at its option, upon have a revocable license to exercise these rights to the exclusions of Beneficiary until the occurrence and during the continuance of an Event of Default hereunderDefault. At Beneficiary's request, Grantor shall deliver a copy of this Deed of Trust to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such propertyeach tenant under a Lease. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings Grantor irrevocably directs any tenant, (iii) without any requirement for notice to let or consent by Grantor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the Premises or any part thereofright, but not the obligation, to use and (iv) to apply said rents, income all rents received hereunder in such order and other benefits, after payment of all necessary charges and expenses, on account such manner as Beneficiary may reasonably determine in accordance with the Loan Documents. Notwithstanding that this is an absolute assignment of the Obligations secured herebyrents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the rents and Leases, Beneficiary grants to Grantor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such assignment and grant license may be revoked by Beneficiary only upon the occurrence of any Event of Default. Grantor shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor apply any rents which it receives to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by Secured Obligations, taxes, assessments, water charges, sewer rents and other governmental charges levied, assessed or arising imposed against the Premises, insurance premiums, and other obligations of lessor under the obligations, and Leases before using such rents shall be applied as provided in Section 3.10 hereofproceeds for any other purpose.

Assignment of Rents. The If Trustor, as a lessor, enters into any leases of the Property, the assignment contained in paragraph (E) of this Mortgage under Section 1.5 shall be fully operative without any further action on the part of either party and specifically Collateral Agent at any time before or after foreclosure Beneficiary shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunderand the continuation of such Event of Default beyond any applicable cure period, to all business, rents, income and other benefits from the Premises Property described in Sections 1.1, 1.2, 1.3 and 1.4 whether or not Collateral Agent or Holders take Beneficiary takes possession of such property. Mortgagor hereby Trustor further grants to Collateral Agent Beneficiary the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Property for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenanttenant defaulting in the payment of rents to Beneficiary, (iii) to let the Premises all or any part thereofof the Property, and (iv) to apply said rentsrent, income income, maintenance fees, and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured herebySecured Obligations. Such assignment and grant shall continue in effect until the Secured Obligations secured hereby are paidpaid and performed in full and Beneficiary shall have no further obligations in respect of the Notes and the Loan Agreement, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Trustor to the entry upon and taking possession of the Premises Property by Collateral Agent Beneficiary pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph Section by Collateral Agent Beneficiary nor the application of any such rents, income or other benefits to the Secured Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto to this Deed of Trust or to any such notice, but shall be cumulative of all other rights and remedies. Neither this It is understood and agreed that neither the foregoing assignment of rents and profits to Beneficiary nor the receipt exercise by Beneficiary of rentsany of its rights or remedies shall be deemed to constitute Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Property or the use, income occupancy, enjoyment or operation of all or any portion of the Property, unless and other benefits until Beneficiary, in person or by Collateral Agent agent, assumes actual possession. The appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of all or any part of the Property by such receiver, shall effect not be deemed to make Beneficiary a pro tanto mortgagee-in-possession or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion of the Property. Trustor shall apply the rents and profits to the payment of all necessary and reasonable operating costs and expenses of the indebtedness evidenced by or arising under Property, debt service on the obligationsSecured Obligations, and such a reasonable reserve for futures expenses, repairs and replacements for the Property, before using the rents shall be applied as provided in Section 3.10 hereofand profits for Trustor's personal use or any other purpose not for the direct benefit of the Property.

Assignment of Rents. TOGETHER WITH all rents, royalties, issues profits, revenue, income and other benefits from the property described in paragraphs (A) , (B) and (C) hereof to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent Mortgagee shall be entitled, at its option, option upon the occurrence and during the continuance of an Event of Default a default hereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the Premises property described in paragraphs (A), (B) and (C) hereof whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take Mortgagee takes possession of the Premises for property described in paragraphs (A), (B) and (C) hereof. Upon any such default hereunder, the purpose of collecting the said permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefitsbenefits from the property described in paragraphs (A), (iiB) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (ivC) to apply said rents, income hereof shall terminate and other benefits, after payment of all necessary charges and expenses, on account such permissions shall not be reinstated upon a cure of the Obligations secured hereby. Such assignment and grant shall continue in effect until default without Mortgagee's specific consent, unless the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure default has been institutedtimely cured under the terms hereof. Neither the exercise of any rights under this paragraph by Collateral Agent Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the Obligations indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The Grantor unconditionally and absolutely assigns to Beneficiary all of Grantor's right, title and interest in and to all Leases and all Rents. This is an absolute assignment contained in paragraph to Beneficiary and not an assignment as security for the performance of the obligations of Grantor under the Note Documents to which it is a party, or any other obligation. Subject to the provisions set forth herein, Beneficiary shall have the right, power and authority to: (Ea) notify any person that the Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of this Mortgage shall be fully operative without the Premises; (b) settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any further rents or other obligations under the Leases; (c) enforce payment of rents and other rights under the Leases, prosecute any action on or proceeding, and defend against any claim with respect to rents and Leases; (d) enter upon, take possession of and operate the Premises, lease all or any part of either party the Premises; (e) and/or perform any and specifically Collateral Agent all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver; provided, however, that Grantor shall be entitled, at its option, upon have a revocable license to exercise these rights to the exclusions of Beneficiary until the occurrence and during the continuance of an Event of Default hereunderDefault. At Beneficiary's request, Grantor shall deliver a copy of this Deed of Trust to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such propertyeach tenant under a Lease. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings Grantor irrevocably directs any tenant, (iii) without any requirement for notice to let or consent by Grantor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the Premises right, but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may reasonably determine in accordance with the Note Documents. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the rents and Leases, Beneficiary grants to Grantor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such license may be revoked by Beneficiary only upon the occurrence of any part thereofEvent of Default. Grantor shall apply any rents which it receives to the payments due under the Secured Obligations, taxes, assessments, water charges, sewer rents and other governmental charges levied, assessed or imposed against the Premises, insurance premiums, and (iv) to apply said rents, income and other benefits, after payment obligations of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising lessor under the obligations, and Leases before using such rents shall be applied as provided in Section 3.10 hereofproceeds for any other purpose.

Assignment of Rents. The assignment contained As further security for the Loan, Lessor has or will assign to Bank all of Lessor's interest in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party leases, rents and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits profits arising from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants (the "Assignment").The Assignment permits Bank to Collateral Agent collect all rents and other monies due to Lessor under the right after Lease on the occurrence and during of certain events as set forth in the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and Assignment without taking possession of the Premises and without assuming Xxxxxx's position or any of Lessor's obligations under the Lease. Xxxxxx hereby agrees to pay all rents and other monies due and payable under the Lease directly to Bank or at Bank's direction immediately upon receipt of Bank's written notice or demand. By signing this Agreement, Lessor hereby (a) authorizes and directs Lessee to pay such rents and other monies to Bank or at Bank's direction, (b) releases Lessee from any liability (under the Lease or otherwise) for making any such payment to Bank or at Bank's direction, and (c) agrees to defend, indemnify, and hold Lessee harmless from and against any and all claims, demands, losses, or liabilities asserted by, through, or under Lessor for any and all payments so made. Lessee shall be authorized to rely on any such notice or demand from Bank without making any further inquiry of Bank or Lessor, and any such notice or demand to Lessee by Collateral Agent pursuant Bank shall be binding upon Lessor. Without limiting the foregoing, it shall not constitute a default under the Lease for Lessee to comply with any such grantnotice or demand from Bank. Lessee agrees that neither Bank's demanding or receiving any such payments, whether or not foreclosure has been instituted. Neither the nor Bank's exercise of any rights under this paragraph by Collateral Agent nor the application other right, remedy or privilege, will operate to impose any liability upon Bank for performance of any such rentsobligation of Lessor under the Lease unless and until Bank elects otherwise in writing or acquires ownership of Lessor's interest in the Premises as a result of Lessor's default under the Mortgage, income or other benefits whether as a result of foreclosure of the Mortgage, acceptance of a deed to the Obligations secured herebyPremises in lieu of foreclosure, or otherwise. Payments to Bank or at Bank's direction shall cure or waive continue until Bank directs Lessee otherwise in writing. Xxxxxx agrees not to pay any default or notice rent under the Lease more than one month in advance without Bank's written consent. The provisions of default hereunder or invalidate any act done pursuant hereto or this section will apply from time to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor time throughout the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment term of the indebtedness evidenced by Lease and any extension or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofrenewal thereof.

Assignment of Rents. The assignment contained in paragraph (E) Subject to Section 10.2, and to Applicable Gaming Laws, Trustor hereby absolutely and unconditionally assigns and transfer to Beneficiary all of this Mortgage shall be fully operative without any further action on the part of either party Rents, whether now due, past due or to become due, and specifically Collateral Agent shall be entitledhereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and apply the same to the Secured Obligations secured hereby. Trustor irrevocably appoints Beneficiary its true and lawful attorney, at its option, upon the occurrence and during the continuance option of Beneficiary at any time while an Event of Default hereunderexists, to all rentsdemand, income receive and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants enforce payment, to Collateral Agent the right after the occurrence give receipts, releases and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereofsatisfactions, and (iv) to sue, xxther in the name of Trustor or in the name of Beneficiary, for all such Rents and apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the same to the Secured Obligations secured hereby. Such It is understood and agreed that neither the foregoing assignment and grant of Rents to Beneficiary nor the exercise by Beneficiary or any of its rights or remedies under this Deed of Trust shall continue be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor any manner with respect to the entry upon Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and taking until Beneficiary, in person or by its own agent, assumes actual possession thereof, unless and until Beneficiary, in person or by its own agent, assumes actual possession thereof, nor shall appointment of a Receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor or the entering into possession of the Premises by Collateral Agent pursuant Property or any part thereof such Receiver be deemed to such grant, whether make Beneficiary a "mortgagee-in-possession" or not foreclosure has been instituted. Neither the exercise of otherwise responsible or liable in any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits manner with respect to the Obligations secured herebyProperty or the use, shall cure occupancy, enjoyment or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative operation of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofany portion thereof.

Assignment of Rents. TOGETHER WITH all rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (A), (B) and (C) hereof to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent Mortgagee shall be entitled, at its option, option upon the occurrence and during the continuance of an Event of Default a default hereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the Premises property described in paragraphs (A), (B) and (C) hereof whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take Mortgagee takes possession of the Premises for property described in paragraphs (A), (B) and (C) hereof. Upon any such default hereunder, the purpose of collecting the said permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefitsbenefits from the property described in paragraphs (A), (iiB) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (ivC) to apply said rents, income hereof shall terminate and other benefits, after payment of all necessary charges and expenses, on account such permission shall not be reinstated upon a cure of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituteddefault without Mortgagee’s specific consent. Neither the exercise of any rights under this paragraph by Collateral Agent Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the Obligations indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained in paragraph (E) Subject to Section 10.2., and to Applicable Gaming Laws, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all of this Mortgage shall be fully operative without any further action on the part of either party Rents, whether now due, past due or to become due, and specifically Collateral Agent shall be entitledhereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and apply the same to the Secured Obligations secured hereby. Trustor irrevocably appoints Beneficiary its true and lawful attorney, at its option, upon the occurrence and during the continuance option of Beneficiary at any time while an Event of Default hereunderexists, to all rentsdemand, income receive and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants enforce payment, to Collateral Agent the right after the occurrence give receipts, releases and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereofsatisfactions, and (iv) to sue, either in the name of Trustor or in the name of Beneficiary, for all such Rents and apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the same to the Secured Obligations secured hereby. Such It is understood and agreed that neither the foregoing assignment and grant of Rents to Beneficiary nor the exercise by Beneficiary or any of its rights or remedies under this Deed of Trust shall continue be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor any manner with respect to the entry upon Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and taking until Beneficiary, in person or by its own agent, assumes actual possession thereof, nor shall appointment of a Receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor or the entering into possession of the Premises Property or any part thereof by Collateral Agent pursuant such Receiver be deemed to such grant, whether make Beneficiary a "mortgagee-in-possession" or not foreclosure has been instituted. Neither the exercise of otherwise responsible or liable in any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits manner with respect to the Obligations secured herebyProperty or the use, shall cure occupancy, enjoyment or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative operation of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofany portion thereof.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage Deed of Trust shall be fully operative without any further action on the part of either party and specifically Collateral Agent Indenture Trustee shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises property described in paragraphs (A), (B), (C) and (D) hereof whether or not Collateral Agent Indenture Trustee or Holders take possession of such property. Mortgagor Grantor hereby further grants to Collateral Agent Indenture Trustee the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Property for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises Property or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Grantor to the entry upon and taking possession of the Premises Property by Collateral Agent Indenture Trustee pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent Indenture Trustee nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent Indenture Trustee shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits (collectively, the "Rents") derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment contained in paragraph (E) of this Mortgage Rents is intended to create and shall be fully operative construed to create an absolute assignment to Beneficiary of all of Trustor's right, title and interest in the Rents; provided, however, so long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence of such a default, without the necessity of demand or other notice to Trustor or any further action on other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the part of either party Rents that are received by Trustor after a default, and specifically Collateral Agent all such Rents shall be entitledreceived and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time thereafter during the continuance thereof, Beneficiary may, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession send any tenant of the Premises Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter make all payments of Rents to or for the purpose benefit of collecting the said rents, income Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and other benefits, (ii) shall be protected with respect to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent Rents made pursuant to such grantnotice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not foreclosure has been institutedbe required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of Trustor hereby agrees to indemnify, defend and hold any such rentstenant harmless from and against any and all losses, income claims, damages or other benefits to the Obligations secured hereby, shall cure liabilities arising from or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. (a) As additional security for the payment of the Indebtedness and performance of all Secured Obligations, Grantor hereby assigns to Agent, for its benefit and the benefit of the Lenders, all of Grantor’s right, title and interest in and to the Leases, but without Agent thereby becoming liable for the performance of the lessor’s obligations under the Leases. The assignment of rents, income and other benefits contained in paragraph (E) Section 1.1 of this Mortgage Deed of Trust shall be absolute and effective immediately as of the date hereof, and fully operative without any further action on the part of either party party. Notwithstanding the foregoing, Grantor shall have a license to receive, collect and specifically Collateral Agent shall be entitled, at its option, upon enjoy the Rents until the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after Upon the occurrence and during the continuance continuation of an Event of Default, the aforesaid license shall cease automatically, without notice, possession, foreclosure or any other act or procedure, the right of Grantor to receive, collect and enjoy the Rents shall belong exclusively to Agent, and all Rents assigned by this Deed of Trust shall thereafter be paid directly to Agent. Such rights and this assignment shall be operative during any period of redemption following foreclosure. In the event of any sale or foreclosure which shall result in a deficiency, this assignment shall stand as security during the redemption period for the payment of such deficiency. Grantor hereby further grants to Agent, for its benefit and for the benefit of the Lenders, the right effective upon the occurrence of an Event of Default, and so long as the Event of Default exists and during the pendency of any foreclosure proceedings and period of redemption to do any or all of the following, at Agent’s option but subject to any limitations imposed by applicable law, including without limitation, health care laws: (i) to enter upon and take possession of the Premises Property either personally or through a receiver for the purpose of collecting the said rents, income and other benefits, Rents; (ii) to dispossess by the usual summary ejectment proceedings any tenant, tenant defaulting in the payment thereof to Agent; (iii) to let lease the Premises Property or any part thereof, and ; (iv) to repair, restore and improve the Property; and (v) apply said rents, income and other benefits, the Rents after payment of all necessary charges certain expenses and expensescapital expenditures relating to the Property, on account of the Secured Obligations secured herebyin CHICAGO/#2321273.5 such order and manner as Agent may elect. Such assignment and grant shall continue in effect until the Secured Obligations secured hereby are paidpaid in full, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Grantor to the entry upon and taking possession of the Premises Property by Collateral Agent and to the appointment of a receiver if requested by Agent pursuant to such grant, whether or not foreclosure has proceedings have been instituted. Neither the exercise of any rights under this paragraph section by Collateral Agent nor the application of any such rents, income or other benefits Rents to payment of the Secured Obligations secured hereby, shall cure or waive any default Event of Default or notice of default hereunder provided for hereunder, or invalidate any act done pursuant hereto or pursuant to any such notice, but shall be cumulative of all other rights and remedies. Neither this This assignment nor the receipt of rents, income is given as collateral security only and other benefits by Collateral shall not be construed as obligating Agent shall effect a pro tanto payment to perform any of the indebtedness evidenced covenants or undertakings required to be performed by Grantor contained in the Leases. No action taken by Agent hereunder shall make Agent a “mortgagee-in-possession” or arising obligate Agent to attempt to collect rent or other amounts from any tenant or to perform any obligations of landlord under any of the obligations, and such rents shall be applied as provided in Section 3.10 hereofLeases.

Assignment of Rents. The [Use this language unless prohibited by state law.] Borrower unconditionally assigns and transfers to Lender all the rents and revenues of the Property. Borrower authorizes Xxxxxx or Xxxxxx's agents to collect the rents and revenues and hereby directs each tenant of the Property to pay the rents to Lender or Lender's agents. However, prior to Xxxxxx's notice to Borrower of Xxxxxxxx's breach of any covenant or agreement in the Security Instrument, Borrower shall collect and receive all rents and revenues of the Property as trustee for the benefit of Xxxxxx and Borrower. This assignment contained in paragraph of rents constitutes an absolute assignment and not an assignment for additional security only. If Xxxxxx gives notice of breach to Borrower: (Ea) of this Mortgage all rents received by Borrower shall be fully operative without any further action on held by Borrower as trustee for benefit of Lender only, to be applied to the part of either party and specifically Collateral Agent sums secured by this Security Instrument; (b) Lender shall be entitled, at its option, upon the occurrence entitled to collect and during the continuance of an Event of Default hereunder, to receive all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for rents of the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, Property; and (ivc) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account each tenant of the Obligations secured hereby. Such assignment Property shall pay all rents due and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor unpaid to Lender or Xxxxxx's agent on Xxxxxx's written demand to the entry upon and taking possession tenant. Xxxxxxxx has not executed any prior assignment of the Premises by Collateral Agent pursuant to such grant, whether or rents and has not foreclosure has been instituted. Neither the exercise of and will not perform any act that would prevent Lender from exercising its rights under this paragraph by Collateral Agent nor Paragraph 19. Lender shall not be required to enter upon, take control of or maintain the Property before or after giving notice of breach to Borrower. However, Xxxxxx or a judicially appointed receiver may do so at any time there is a breach. Any application of any such rents, income or other benefits to the Obligations secured hereby, rents shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto other right or to any such notice, but shall be cumulative remedy of all other rights and remediesLender. Neither this This assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment rents of the indebtedness evidenced Property shall terminate when the debt secured by or arising under the obligations, and such rents shall be applied as provided this Security Instrument is paid in Section 3.10 hereoffull.

Assignment of Rents. The assignment Subject to the Landlord's rights under the Leases, Grantor hereby assigns to the Beneficiary, as further security for the payment of the Indebtedness, its interest in the rents, issues and profits of the Premises, together with its interest in all leases and other documents evidencing such rents, issues and profits now or hereafter in effect and its interest in any and all deposits held as security under said leases, and shall, upon demand, deliver to the Beneficiary an executed counterpart of each lease or other document to which it is a party and which affects the Premises. Nothing contained in paragraph (E) of this Mortgage the foregoing sentence shall be fully operative without construed to bind the Beneficiary to the performance of any further action of the covenants, conditions or provisions contained in any such lease or other document or otherwise to impose any obligation on the part Beneficiary (including, without limitation, any liability under the covenant of either quiet enjoyment contained in any lease or in any applicable state law in the event that any tenant shall have been joined as a party defendant in any action to foreclose this Leasehold Deed of Trust and specifically Collateral Agent shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Premises), except that the Beneficiary shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, accountable for any money actually received pursuant to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such propertyassignment. Mortgagor The Grantor hereby further grants to Collateral Agent the Beneficiary the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income issues and other benefitsprofits, (ii) to dispossess by the usual summary ejectment proceedings (or any tenantother proceedings of the Beneficiary's selection) any tenant defaulting in the payment thereof to the Beneficiary, (iii) to let the Premises Premises, or any part thereof, and (iv) to apply said rents, income issues and other benefitsprofits, after payment of all necessary charges and expenses, expenses on account of the Obligations secured herebysaid Indebtedness. Such assignment and grant shall continue in effect until the Obligations secured hereby are Indebtedness is paid, the execution of this Mortgage Leasehold Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor the Grantor to the entry upon and taking possession of the Premises by Collateral Agent the Beneficiary pursuant to such grant, whether or not foreclosure has been institutedinstituted or not and without applying for a receiver. Neither Until the exercise occurrence of any rights under this paragraph by Collateral Agent nor an Event of Default, the application of any such Grantor shall have a revocable license to receive said rents, income or other benefits issues and profits and otherwise manage the Premises. The Grantor agrees to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of hold said rents, income issues and other benefits by Collateral Agent shall effect a pro tanto profits in trust and to use the same fast, in payment of the indebtedness evidenced cost of the improvement, second, in payment of the Indebtedness to the extent the same is then due and owing, and third, in such manner as the Beneficiary may elect. Such license of the Grantor to collect and receive said rents, issues and profits may be revoked by the Beneficiary upon the occurrence of an Event of Default by giving not less than five (5) days' written notice of such revocation, served personally upon or arising sent by registered mail to the record owner of the Premises. The Grantor hereby appoints the Beneficiary as its attorney-in-fact, coupled with an interest, to receive and collect all rent, additional rent and other sums due under the obligationsterms of each lease to which the Grantor is a party and to direct any such tenant, and by written notice or otherwise, to forward such rents shall be applied as provided rent, additional rent or other sums by mail or in Section 3.10 hereofperson to the Beneficiary.

Assignment of Rents. The assignment contained Grantor unconditionally and absolutely assigns to Beneficiary all of Grantor's right, title and interest in paragraph (E) and to: all leases, subleases, occupancy agreements, licenses, rental contracts and other similar agreements now or hereafter existing relating to the use or occupancy of this Mortgage shall be fully operative without any further action on the part of either party Encumbered Property, together with all guarantees, modifications, extensions and specifically Collateral Agent shall be entitled, at its option, upon the occurrence renewals thereof; and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rentsissues, profits, income and proceeds due or to become due from tenants of the Encumbered Property (the "Leases"), including rentals and all other benefitspayments of any kind under any leases now existing or hereafter entered into, together with all deposits (iiincluding security deposits) of tenants thereunder. This is an absolute assignment to dispossess by Beneficiary and not an assignment as security for the usual summary ejectment proceedings any tenantperformance of the obligations under the Secured Debt Documents, (iii) to let the Premises or any part thereofother indebtedness. Subject to the provisions of herein below, Beneficiary shall have the right, power and (iv) authority to, but shall not be obligated to: notify any person that the Leases have been assigned to apply said rents, income Beneficiary and that all rents and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby obligations are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant be paid directly to such grantBeneficiary, whether or not Beneficiary has commenced or completed foreclosure has been instituted. Neither or taken possession of the exercise Encumbered Property; settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any rents or other obligations under the Leases; enforce payment of rents and other rights under this paragraph by Collateral Agent nor the application Leases, prosecute any action or proceeding , and defend against any claim with respect to rents and Leases; enter upon, take possession of and operate the Encumbered Property; lease all or any part of the Encumbered Property; and/or perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver. At Beneficiary's request, Grantor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Grantor irrevocably directs any tenant, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the right, but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the Collateral Trust Agreement. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the rents and Leases, Beneficiary grants to Grantor a revocable license to collect and receive the rents and to retain, use and enjoy such rents, income or other benefits . Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default. Grantor shall apply any rents which it receives to the Obligations secured herebypayment due under the Obligations, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such noticetaxes, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rentsassessments, income water charges, sewer rents and other benefits by Collateral Agent shall effect a pro tanto payment governmental charges levied, assessed or imposed against the Encumbered Property, insurance premiums, and other obligations of the indebtedness evidenced by or arising lessor under the obligations, and Leases before using such rents shall be applied as provided in Section 3.10 hereofproceeds for any other purpose.

Assignment of Rents. The assignment Grantor hereby assigns to the Grantee, as further security for the payment of the Indebtedness, the rents, issues and profits of the Collateral, together with all leases, subleases and other documents evidencing such rents, issues and profits now or hereafter in effect and any and all deposits held as security under said leases or subleases. Nothing contained in paragraph (E) of this Mortgage the foregoing sentence shall be fully operative without construed to bind the Grantee to the performance of any further action of the covenants, conditions or provisions contained in any such lease, subleases or other document or otherwise to impose any obligation on the part Grantee (including, without limitation, any liability under the covenant of either quiet enjoyment contained in any lease or in any law of any applicable state in the event that any tenant shall have been joined as a party defendant in any action to foreclose this Deed and specifically Collateral Agent shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Collateral), except that the Grantee shall be entitled, at its option, upon accountable for any money actually received pursuant to such assignment. Following the occurrence and during the continuance continuation of an Event of Default hereunderDefault, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor Grantor hereby further grants to Collateral Agent the Grantee the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and the Premises and take possession of the Premises Collateral for the purpose of collecting the said rents, income issues and other benefitsprofits, (ii) to dispossess by the usual summary ejectment proceedings any tenanttenant defaulting in the payment thereof to the Grantee, (iii) to let the Premises Collateral, or any part thereof, and (iv) to apply said rents, income issues and other benefitsprofits, after payment of all necessary charges and expenses, on account of the Obligations secured herebysaid Indebtedness. Such assignment and grant shall continue in effect until the Obligations secured hereby are Indebtedness is paid, the execution of this Mortgage Deed constituting and evidencing the irrevocable consent of Mortgagor the Grantor to the entry upon and taking possession of the Premises Collateral by Collateral Agent the Grantee pursuant to such grant, whether or not foreclosure has been institutedinstituted or not and without applying for a receiver. Neither Until the exercise occurrence of any rights under this paragraph by Collateral Agent nor an Event of Default, the application Grantor shall be entitled to collect and receive said rents, issues and profits. Such right of any the Grantor to collect and receive such rents, income issues and profits may be revoked by the Grantee upon the occurrence of an Event of Default by giving written notice of such revocation, served personally upon or other benefits sent by registered or certified mail to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofGrantor.

Assignment of Rents. The Borrower unconditionally assigns and transfers to Lender all the rents and revenues of the Property. Borrower authorizes Lxxxxx or Lxxxxx’s agents to collect the rents and revenues and hereby directs each tenant of the Property to pay the rents to Lender or Lender’s agents. However, prior to Lxxxxx’s notice to Borrower of Borrower’s breach of any covenant or agreement in the Security Instrument and Borrower’s failure to cure within the applicable grace period or cure period, Borrower shall have the right to collect and receive all rents and revenues of the Property. This assignment contained in paragraph of rents constitutes an absolute assignment and not an assignment for additional security only. If Lxxxxx gives notice of breach to Borrower: (Ea) of this Mortgage all rents received by Borrower shall be fully operative without any further action on held by Borrower as trustee for benefit of Lender only, to be applied to the part of either party and specifically Collateral Agent sums secured by the Security Instrument; (b) Lender shall be entitled, at its option, upon the occurrence entitled to collect and during the continuance of an Event of Default hereunder, to receive all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for rents of the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, Property; and (ivc) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account each tenant of the Obligations secured hereby. Such assignment Property shall pay all rents due and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor unpaid to Lender or Lxxxxx’s agent on Lxxxxx’s written demand to the entry upon and taking possession tenant. Bxxxxxxx has not executed any prior assignment of the Premises by Collateral Agent pursuant to such grant, whether or rents and has not foreclosure has been instituted. Neither the exercise of and will not perform any act that would prevent Lender from exercising its rights under this paragraph by Collateral Agent nor 17. Lender shall not be required to enter upon, take control of or maintain the Property before or after giving notice of breach to Borrower. However, Lxxxxx or a judicially appointed receiver may do so at any time there is a breach. Any application of any such rents, income or other benefits to the Obligations secured hereby, rents shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto other right or to any such notice, but shall be cumulative remedy of all other rights and remediesLender. Neither this This assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment rents of the indebtedness evidenced Property shall terminate when the debt secured by or arising under the obligations, and such rents shall be applied as provided Security Instrument is paid in Section 3.10 hereoffull.

Assignment of Rents. The (a) With reference to any assignment contained by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage on property which includes the Premises, Tenant agrees that the execution thereof by Xxxxxxxx, and the acceptance thereof by the holder of such mortgage shall never be treated as an assumption by such holder of any of the obligations of Landlord hereunder unless such holder shall, by notice sent to Tenant, specifically otherwise elect and, except as aforesaid, such holder shall be treated as having assumed Landlord’s obligations hereunder only upon foreclosure of such holder’s mortgage and the taking of possession of the Premises. (b) In no event shall the acquisition of Landlord’s interest in the Property by a purchaser which, simultaneously therewith, leases Landlord’s entire interest in the Property back to the seller thereof be treated as an assumption by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller–lessee, and its successors from time to time in title, for performance of Landlord’s obligations hereunder. In any such event, this Lease shall be subject and subordinate to the lease to such purchaser. For all purposes, such seller–lessee, and its successors in title, shall be the Landlord hereunder unless and until Xxxxxxxx’s position shall have been assumed by such purchaser–lessor. (c) Except as provided in paragraph (Eb) of this Mortgage Section 17.02, in the event of any transfer of title to the Property by Landlord, Landlord shall thereafter be fully operative without any further action on the part of either party entirely freed and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits relieved from the Premises whether or not Collateral Agent or Holders take possession performance and observance of such propertyall covenants and obligations hereunder. Mortgagor Tenant hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) agrees to enter upon and take possession into such agreements or instruments as may, from time to time, be requested in confirmation of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured herebyforegoing. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.17.03

Assignment of Rents. The (a) Mortgagor hereby presently, absolutely and unconditionally assigns to Mortgagee, which assignment contained in paragraph (E) of this Mortgage shall be fully operative effective without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, Mortgagee having to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders first take possession of such property. the Property, all of Mortgagor's interests in any and all present and future Occupancy Agreements and Rents, reserving unto Mortgagor hereby further grants the right, prior to Collateral Agent the right after the occurrence and during the continuance of an any Event of Default (ias defined in the Credit Agreement), to collect and retain the Rents as they may become due and payable. Upon the occurrence of any Event of Default as defined in the Credit Agreement, such license reserved to Mortgagor shall be immediately revoked without further demand or notice, and any Rents, including those past due, unpaid or undetermined, may be collected by Mortgagee or its agent. In addition to any other actions which may be taken by Mortgagee to collect the Rents in accordance herewith, Mortgagee may, at any time, by a receiver to be appointed by a court of competent jurisdiction in accordance with subsection 19(b) to below, enter upon and take possession of the Premises for the purpose of collecting the said rentsProperty, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and exercise such rights and remedies as are provided by subsections 19(b) and 19(c) below including, without limitation, suing for or otherwise collecting the Rents (iv) to apply said rentsincluding those past due or unpaid). All Rents collected hereunder, income less costs and other benefitsexpenses of operation and collection (including reasonable attorneys' fees), after payment of all necessary charges and expenses, on account shall be applied towards satisfaction of the Obligations secured herebySecured Obligations, in such order as is required under the Credit Agreement. Such assignment The collection of such Rents, and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured herebythereof as aforesaid, shall not cure or waive constitute a waiver of any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but . Mortgagor and Mortgagee intend that this assignment shall be cumulative a present, absolute and unconditional assignment, not an assignment for additional security only, and shall, immediately upon the execution hereof, subject to the license granted above, give Mortgagee, and its agent, the right to collect the Rents and to apply them as aforesaid. Nothing contained herein, nor any collection of Rents by Mortgagee, or its agent or a receiver, shall be construed to make Mortgagee: (i) a "Mortgagee-in-Possession" of the Property so long as Mortgagee has not itself entered into actual possession of the Property; (ii) responsible for performing any of the obligations of the lessor under any Occupancy Agreement; (iii) responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair or control of the Property; or (iv) liable in any manner for the Property or the use, occupancy, enjoyment or operation of all other rights and remedies. Neither or any part of it (provided that this assignment nor clause (iv) shall not act to relieve Mortgagee from liability resulting from the receipt gross negligence or willful misconduct of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofMortgagee).

Assignment of Rents. The [Use this language unless prohibited by state law.] Borrower unconditionally assigns and transfers to Lender all the rents and revenues of the Property. Xxxxxxxx authorizes Lender or Xxxxxx's agents to collect the rents and revenues and hereby directs each tenant of the Property to pay the rents to Lender or Xxxxxx's agents. However, prior to Xxxxxx's notice to Borrower of Xxxxxxxx's breach of any covenant or agreement in the Security Instrument, Borrower shall collect and receive all rents and revenues of the Property as trustee for the benefit of Xxxxxx and Borrower. This assignment contained in paragraph of rents constitutes an absolute assignment and not an assignment for additional security only. If Xxxxxx gives notice of breach to Borrower: (Ea) of this Mortgage all rents received by Borrower shall be fully operative without any further action on held by Xxxxxxxx as trustee for benefit of Xxxxxx only, to be applied to the part of either party and specifically Collateral Agent sums secured by this Security Instrument; (b) Lender shall be entitled, at its option, upon the occurrence entitled to collect and during the continuance of an Event of Default hereunder, to receive all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for rents of the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, Property; and (ivc) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account each tenant of the Obligations secured hereby. Such assignment Property shall pay all rents due and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor unpaid to Lender or Xxxxxx's agent on Xxxxxx's written demand to the entry upon and taking possession tenant. Xxxxxxxx has not executed any prior assignment of the Premises by Collateral Agent pursuant to such grant, whether or rents and has not foreclosure has been instituted. Neither the exercise of and will not perform any act that would prevent Xxxxxx from exercising its rights under this paragraph by Collateral Agent nor Paragraph 19, except as provided in the First Security Instrument. Lender shall not be required to enter upon, take control of or maintain the Property before or after giving notice of breach to Borrower. However, Xxxxxx or a judicially appointed receiver may do so at any time there is a breach. Any application of any such rents, income or other benefits to the Obligations secured hereby, rents shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto other right or to any such notice, but shall be cumulative remedy of all other rights and remediesLender. Neither this This assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment rents of the indebtedness evidenced Property shall terminate when the debt secured by or arising under the obligations, and such rents shall be applied as provided this Security Instrument is paid in Section 3.10 hereoffull.

Assignment of Rents. The assignment assignment, grant and conveyance of the Leases and Rents, Proceeds and other rents, income proceeds and benefits of the Trust Premises contained in paragraph (E) the Granting Clause of this Mortgage Deed of Trust shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided, however, that permission is hereby given to the Trustor, so long as no sale, foreclosure or other proceeding pursuant to Article III hereof to convey any interest in the Trust Premises has been commenced (each of the foregoing, a “Triggering Event”), to: (i) collect, receive and apply such Rents, Proceeds and other rents, income, proceeds and benefits from the Trust Premises as they become due and payable, but not further in advance thereof than is customary, and in accordance with all of the other terms, conditions and provisions hereof, of the Indenture, the Collateral Documents, Leases, Contracts and any other agreements and/or instruments with respect to which such payments are made or such other benefits are conferred; or (ii) pledge to the First Lien Collateral Agent the right to collect, receive and apply such Rents, Proceeds and other rents, income, proceeds and benefits to the extent same constitute Proceeds of Second Lien Collateral that are First Lien Collateral (as each such term is defined in the Intercreditor Agreement). Upon the occurrence and continuance of a Triggering Event, such permission under subsection (i) above shall terminate immediately and automatically, without notice to the Trustor or any other Person except as required by law, and shall not be reinstated without the express written consent of the Beneficiary and upon the occurrence of a Disposition such permission under subsection (ii) above shall terminate immediately and automatically with respect to any Rents, Proceeds and other rents, income, proceeds and benefits from Trust Premises that are the subject of a Disposition, without notice to the Trustor or any other Person except as required by law. Such assignment shall be fully operative effective without any further action on the part of either party the Trustor, the Trustee, or the Beneficiary, and specifically Collateral Agent the Beneficiary shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereundera Triggering Event, to collect, receive and apply all Rents, Proceeds and all other rents, income income, proceeds and other benefits from the Premises Trust Premises, including all right, title and interest of the Trustor in any escrowed sums or deposits or any portion thereof or interest therein, whether or not Collateral Agent the Trustee or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take Beneficiary takes possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Trust Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor The Trustor further grants to the entry Beneficiary the right, at the Beneficiary’s option, upon the occurrence and taking possession continuance of the Premises by Collateral Agent pursuant to such granta Triggering Event hereunder, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.to:

Assignment of Rents. The Beneficiary and the Mortgagor hereby ------------------- confirm that Beneficiary has granted to the Mortgagor a license to collect and use the Rents as they become due and payable under the Leases in accordance with the provisions of the Assignment of Leases and Rents, until an Event of Default has occurred and is continuing; provided that the existence of such -------- right shall not operate to subordinate the Assignment of Leases and Rents to any subsequent assignment, in whole or in part by the Mortgagor, and any such subsequent assignment contained in paragraph (E) of this Mortgage shall be fully operative without any subject to Beneficiary's rights under this Mortgage. The Mortgagor further action on agrees to execute and deliver such assignments of leases as Beneficiary may from time to time reasonably request in order to better assure, transfer and confirm to Beneficiary the part rights intended to be granted to Beneficiary with respect thereto. In accordance with the provisions of either party the Assignment of Leases and specifically Collateral Agent shall be entitled, at its optionRents, upon the occurrence and during the continuance of an Event of Default hereunder(1) the Mortgagor agrees that Beneficiary may, to all rentsbut shall not be obligated to, income assume the management of the Properties, and other benefits from collect the Premises whether or not Collateral Agent or Holders take possession of such property. Rents, applying the same upon the Obligations and (2) the Mortgagor hereby further grants authorizes and directs all tenants, purchasers or other persons occupying or otherwise acquiring any interest in any part of the real property to Collateral Agent pay the Rents due under the Leases to Beneficiary upon Beneficiary's request. Beneficiary shall have and hereby expressly reserves the right after the occurrence and during the continuance of an Event of Default privilege (ibut assumes no obligation) to enter upon demand, collect, xxx for, receive and take possession of recover the Premises for the purpose of collecting the said rentsRents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, now existing or hereafter made, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue same in effect until the Obligations secured hereby are paidaccordance with this Mortgage, the execution Assignment of this Mortgage constituting Leases and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligationsRents, and such rents shall be applied as provided in Section 3.10 hereofapplicable law.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage Deed of Trust shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor Grantor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Grantor to the entry upon and taking possession of the Premises by Collateral Agent pursuant pursuant, to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on Grantor absolutely and unconditionally assigns and transfers the part of either party Rents to Beneficiary, whether now due, past due or to become due, and specifically Collateral Agent shall be entitledgives to and confers upon Beneficiary the right, at its optionpower and authority to collect, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) Default, such Rents, and apply the same in accordance with the Credit Agreement. Grantor irrevocably appoints Beneficiary its agent to, at any time, demand, receive and enforce payment, to enter upon give receipts, releases and take possession satisfactions, and to sue, either in the name of Grantor or in the Premises for name of Beneficiary, fox xll such Rents. Neither the purpose foregoing Assignment of collecting Rents to Beneficiary or the said rentsexercise by Beneficiary of any of its rights or remedies under this Trust Deed shall be deemed to make Beneficiary a "Mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, income and other benefitsoccupancy, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises enjoyment or operation of all or any part thereof, unless and (iv) to apply said rentsuntil Beneficiary, income and other benefitsin person or by its own agent, after payment assumes actual possession thereof, nor shall appointment of all necessary charges and expenses, on account a Receiver for the Mortgaged Property by any court at the request of Beneficiary or by agreement with Grantor or the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking entering into possession of the Premises Mortgaged Property or any part thereof by Collateral Agent pursuant such Receiver be deemed to such grant, whether make Beneficiary a "Mortgagee-in-possession" or not foreclosure has been instituted. Neither the exercise of otherwise responsible or liable in any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits manner with respect to the Obligations secured herebyMortgaged Property or the use, shall cure occupancy, enjoyment or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative operation of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofany part thereof.

Assignment of Rents. (a) The assignment contained in paragraph (EG) of the section of this Mortgage entitled "The Mortgaged Property" shall, to the extent permitted by law, constitute an absolute and present assignment of the rents, royalties, issues, profits, revenues, income and other benefits described in said paragraph, subject, however, to the conditional permission given to Mortgagor to collect and use the same as provided in said paragraph (it being understood and agreed that neither the existence nor exercise of such permission shall subordinate such assignment to any subsequent assignment by Mortgagor and that all such subsequent assignments shall be subject to the rights of Mortgagee under this Mortgage). Said assignment contained in paragraph (G) shall be fully operative without any further action on the part of either party by Mortgagor or Mortgagee, and specifically Collateral Agent shall be entitledMortgagee is hereby irrevocably authorized and empowered, at its option, option upon the occurrence and during the continuance of an Event of Default hereunderDefault, to collect and receive any and all such rents, royalties, issues, profits, revenues, income and other benefits from the Premises benefits, whether or not Collateral Agent Mortgagee shall have taken, or Holders take at any time shall take, possession of such propertythe Land, the Buildings or any other part of the Mortgaged Property. Mortgagor Mortgagee is hereby further grants to Collateral Agent the right after the occurrence irrevocably authorized, upon and during the continuance of an Event of Default (i) Default, to enter upon and take possession notify all tenants, licensees, invitees, guests, customers, occupants or other users of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises all or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution Mortgaged Property of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any Mortgagee's rights under this Section and said paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof(G).

Assignment of Rents. The assignment contained in paragraph (EF) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises property described in paragraphs (A), (B), (C), (D) and (E) hereof whether or not Collateral Agent or Holders take takes possession of such property. Upon the occurrence of an Event of Default, Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Property for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenanttenant defaulting in the payment thereof to Agent, (iii) to let the Premises Property or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises Property by Collateral Agent pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits (collectively, the "Rents") derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment contained in paragraph (E) of this Mortgage Rents is intended to create and shall be fully operative construed to create an absolute assignment to Beneficiary of all of Trustor's right, title and interest in the Rents; provided, however, so long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence of such a default, without the necessity of demand or other notice to Trustor or any further action on other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the part of either party Rents that are received by Trustor after a default, and specifically Collateral Agent all such Rents shall be entitledreceived and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time thereafter during the continuance thereof, Beneficiary may, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession send any tenant of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor Property a notice to the entry upon and taking possession of the Premises by Collateral Agent pursuant effect that: (a) a default has occurred; (b) Beneficiary has elected to such grant, whether or not foreclosure has been instituted. Neither the exercise of any its rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.assignment; and

Assignment of Rents. The assignment Grantor hereby assigns to the Beneficiary, as further security for the payment of the Indebtedness, its interest in the rents, issues and profits of the Premises, together with its interest in all leases and other documents evidencing such rents, issues and profits now or hereafter in effect and its interest in any and all deposits held as security under said leases, and shall, upon demand, deliver to the Beneficiary an executed counterpart of each lease or other document to which it is a party and which affects the Premises. Nothing contained in paragraph (E) of this Mortgage the foregoing sentence shall be fully operative without construed to bind the Beneficiary to the performance of any further action of the covenants, conditions or provisions contained in any such lease or other document or otherwise to impose any obligation on the part Beneficiary (including, without limitation, any liability under the covenant of either quiet enjoyment contained in any lease or in any law of the State of New York in the event that any tenant shall have been joined as a party defendant in any action to foreclose this Deed of Trust and specifically Collateral Agent shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Premises), except that the Beneficiary shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, accountable for any money actually received pursuant to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such propertyassignment. Mortgagor The Grantor hereby further grants to Collateral Agent the Beneficiary the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income issues and other benefitsprofits, (ii) to dispossess by the usual summary ejectment proceedings (or any tenantother proceedings of the Beneficiary's selection) any tenant defaulting in the payment thereof to the Beneficiary, (iii) to let the Premises Premises, or any part thereof, and (iv) to apply said rents, income issues and other benefitsprofits, after payment of all necessary charges and expenses, expenses on account of the Obligations secured herebysaid Indebtedness. Such assignment and grant shall continue in effect until the Obligations secured hereby are Indebtedness is paid, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor the Grantor to the entry upon and taking possession of the Premises by Collateral Agent the Beneficiary pursuant to such grant, whether or not foreclosure has been institutedinstituted or not and without applying for a receiver. Neither Until the exercise occurrence of any rights under this paragraph by Collateral Agent nor an Event of Default, the application of any such Grantor shall have a revocable license to receive said rents, income or other benefits issues and profits. The Grantor agrees to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of hold said rents, income issues and other benefits by Collateral Agent shall effect a pro tanto profits in trust and to use the same first, in payment of the indebtedness evidenced cost of the improvement, second, in payment of the Indebtedness to the extent the same is then due and owing, and third, in such manner as the Beneficiary may elect. Such license of the Grantor to collect and receive said rents, issues and profits may be revoked by the Beneficiary upon the occurrence of an Event of Default by giving not less than five (5) days' written notice of such revocation, served personally upon or arising sent by registered mail to the record owner of the Premises. The Grantor hereby appoints the Beneficiary as its attorney-in-fact, coupled with an interest, to receive and collect all rent, additional rent and other sums due under the obligationsterms of each lease to which the Grantor is a party and to direct any such tenant, and by written notice or otherwise, to forward such rents shall be applied as provided rent, additional rent or other sums by mail or in Section 3.10 hereofperson to the Beneficiary.

Assignment of Rents. The assignment Subject to the Landlord's rights under the Leases, Mortgagor hereby assigns to the Mortgagee, as further security for the payment of the Indebtedness, its interest in the rents, issues and profits of the Premises, together with its interest in all leases and other documents evidencing such rents, issues and profits now or hereafter in effect and its interest in any and all deposits held as security under said leases, and shall, upon demand, deliver to the Mortgagee an executed counterpart of each lease or other document to which it is a party and which affects the Premises. Nothing contained in paragraph the foregoing sentence shall be construed to bind the Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such lease or other document or otherwise to impose any obligation on the Mortgagee (E) including, without limitation, any liability under the covenant of quiet enjoyment contained in any lease or in any applicable state law in the event that any tenant shall have been joined as a party defendant in any action to foreclose this Mortgage and shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Premises), except that the Mortgagee shall be fully operative without accountable for any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, money actually received pursuant to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such propertyassignment. The Mortgagor hereby further grants to Collateral Agent the Mortgagee the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income issues and other benefitsprofits, (ii) to dispossess by the usual summary ejectment proceedings (or any tenantother proceedings of the Mortgagee's selection) any tenant defaulting in the payment thereof to the Mortgagee, (iii) to let the Premises Premises, or any part thereof, and (iv) to apply said rents, income issues and other benefitsprofits, after payment of all necessary charges and expenses, expenses on account of the Obligations secured herebysaid Indebtedness. Such assignment and grant shall continue in effect until the Obligations secured hereby are Indebtedness is paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of the Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent the Mortgagee pursuant to such grant, whether or not foreclosure has been institutedinstituted or not and without applying for a receiver. Neither Until the exercise occurrence of any rights under this paragraph by Collateral Agent nor an Event of Default, the application of any such Mortgagor shall have a revocable license to receive said rents, income or other benefits issues and profits and otherwise manage the Premises. The Mortgagor agrees to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of hold said rents, income issues and other benefits by Collateral Agent shall effect a pro tanto profits in trust and to use the same fast, in payment of the indebtedness evidenced cost of the improvement, second, in payment of the Indebtedness to the extent the same is then due and owing, and third, in such manner as the Mortgagee may elect. Such license of the Mortgagor to collect and receive said rents, issues and profits may be revoked by the Mortgagee upon the occurrence of an Event of Default by giving not less than five (5) days' written notice of such revocation, served personally upon or arising sent by registered mail to the record owner of the Premises. The Mortgagor hereby appoints the Mortgagee as its attorney-in-fact, coupled with an interest, to receive and collect all rent, additional rent and other sums due under the obligationsterms of each lease to which the Mortgagor is a party and to direct any such tenant, and by written notice or otherwise, to forward such rents shall be applied as provided rent, additional rent or other sums by mail or in Section 3.10 hereofperson to the Mortgagee.

Assignment of Rents. The assignment contained in paragraph (E) Subject to Section 10.2, and to Applicable Gaming Laws, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all of this Mortgage shall be fully operative without any further action on the part of either party Rents, whether now due, past due or to become due, and specifically Collateral Agent shall be entitledhereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and apply the same to the Secured Obligations secured hereby. Trustor irrevocably appoints Beneficiary its true and lawful attorney, at its option, upon the occurrence and during the continuance option of Beneficiary at any time while an Event of Default hereunderexists, to all rentsdemand, income receive and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants enforce payment, to Collateral Agent the right after the occurrence give receipts, releases and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereofsatisfactions, and (iv) to sue, xxther in the name of Trustor or in the name of Beneficiary, for all such Rents and apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the same to the Secured Obligations secured hereby. Such It is understood and agreed that neither the foregoing assignment and grant of Rents to Beneficiary nor the exercise by Beneficiary or any of its rights or remedies under this Deed of Trust shall continue be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor any manner with respect to the entry upon Real Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and taking until Beneficiary, in person or by its own agent, assumes actual possession thereof, nor shall appointment of a Receiver for the property by any court at the request of Beneficiary or by agreement with Trustor or the entering into possession of the Premises property or any part thereof by Collateral Agent pursuant such Receiver be deemed to such grant, whether make Beneficiary a "mortgagee-in-possession" or not foreclosure has been instituted. Neither the exercise of otherwise responsible or liable in any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits manner with respect to the Obligations secured herebyReal Property or the use, shall cure occupancy, enjoyment or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative operation of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofany portion thereof.

Assignment of Rents. The assignment contained Trustor unconditionally and absolutely assigns to Beneficiary all of Trustor's right, title and interest in paragraph and to: all leases, subleases, occupancy agreements, licenses, rental contracts and other similar agreements now or hereafter existing relating to the use or occupancy of the Mortgaged Property, together with all guarantees, modifications, extensions and renewals thereof (E) of this Mortgage shall be fully operative without any further action on the part of either party "Leases"); and specifically Collateral Agent shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rentsissues, profits, income and proceeds due or to become due from tenants of the Mortgaged Property, including rentals and all other benefitspayments of any kind under any leases now existing or hereafter entered into, together with all deposits (iiincluding security deposits) of tenants thereunder ("Rents") effective to dispossess by create a present security interest in existing Leases and Rents under California Civil Code Section 2938. Subject to the usual summary ejectment proceedings provisions herein below, Beneficiary shall have the right, power and authority to: notify any tenant, (iii) person that the Leases have been assigned to let the Premises or any part thereof, Beneficiary and (iv) to apply said rents, income that all Rents and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby obligations are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant be paid directly to such grantBeneficiary, whether or not Beneficiary has commenced or completed foreclosure has been instituted. Neither or taken possession of the exercise Mortgaged Property; settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations under the Leases; enforce payment of Rents and other rights under this paragraph by Collateral Agent nor the application Leases, prosecute any action or proceeding, and defend against any claim with respect to Rents and Leases; enter upon, take possession of and operate the Mortgaged Property; lease all or any part of the Mortgaged Property; perform any and all obligations of Trustor under the Leases and exercise any and all rights of Trustor therein contained to the full extent of Trustor's rights and obligations thereunder, with or without the bringing of any such rentsaction or the appointment of a receiver; or while any Event of Default exists, income exercise any or other benefits all remedies provided in Article 3 hereof, including the right to the Obligations secured hereby, shall cure or waive have a receiver appointed and any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither remedies under California Civil Code Section 2938; provided, however, that this assignment shall not impose upon Beneficiary any duty to produce Rents, nor shall it cause Beneficiary to be (i) a "mortgagee in possession" for any purpose; (ii) responsible for performing any obligations of the receipt lessor, licensor or other counterparty under any Lease; or (iii) be responsible for waste committed by lessees or any other parties, for any dangerous or defective condition in the Mortgaged Property, or for any negligence in the management, upkeep, repair or control of rentsthe Mortgaged Property. At Beneficiary's request, income Trustor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Trustor irrevocably directs any tenant, without any requirement for notice to or consent by Trustor, to comply with all demands of Beneficiary under this Section 2.4 and to turn over to Beneficiary on demand all Rents which it owes under a Lease. Beneficiary shall have the right, but not the obligation, to use and apply all Rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the Indenture. Notwithstanding the foregoing, Trustor is entitled to collect and receive the Rents and to retain, use and enjoy such Rents until such time as the Beneficiary provides notice to the contrary upon the occurrence of any Event of Default, in which case Trustor shall immediately, without any further act or request on part of Beneficiary, turn over to Beneficiary all Rents which it receives. Trustor shall apply any Rents which it receives to the payment due under the Secured Obligations, taxes, assessments, water charges, sewer rents and other benefits by Collateral Agent shall effect a pro tanto payment governmental charges levied, assessed or imposed against the Mortgaged Property, insurance premiums, and other obligations of the indebtedness evidenced by or arising lessor under the obligations, and Leases before using such rents shall be applied as provided in Section 3.10 hereofproceeds for any other purpose.

Assignment of Rents. The assignment contained Borrower does hereby assign and set over unto the Lender as additional security for the indebtedness and other items herein secured, all rents, issues, profits, income and accounts receivable generated through the use by Borrower or others of all or any part of the Property, including any such rents, issues, profits, income and accounts receivable of any business activity conducted by Borrower on or through the use of the Property, as well as the proceeds of all of the foregoing. Borrower does hereby appoint the Lender its attorney-in-fact to collect said rents, issues, profits, income and accounts receivable with or without suit and apply the same, less expenses of collection, to the said indebtedness, other secured items and repairs, in paragraph (E) such manner as the Lender may elect; provided, however, that until there be a default under the terms of this Mortgage (which is not cured within the applicable curative period prescribed herein), Borrower may continue to collect and enjoy said rents, issues, profits, income and accounts receivable giving only an annual accounting to the holder of the Note for the same. The curing of any default within the period permitted by this Mortgage shall entitle the Borrower to again collect said rents, issues, profits, income and accounts receivable. This assignment of rents, issues, profits, income, and accounts receivable and power of attorney shall be fully operative without any further action on the part of either party irrevocable and specifically Collateral Agent shall be entitledin addition to the other remedies herein provided for in event of default and may be put into effect independently of or concurrently with any of said remedies, at its optionbut no liability shall attach to the Lender for failure or inability to collect any rents, upon the occurrence issues, profits, income and during the continuance accounts receivable herein assigned. Assignment, lien, and power of an Event of Default hereunder, attorney shall apply to all rents, income issues, profits, income, accounts receivable chooses in action and other benefits the proceeds of same hereafter accruing from the Premises whether present contracts for deed, purchase agreements, option agreements or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence leases and during the continuance of an Event of Default (i) to enter upon and take possession rentals of the Premises Property and any business activity conducted from or on the Property and from all contracts for the purpose of collecting the said rentsdeed or purchase agreements, income option agreements or leases and other benefits, (ii) to dispossess rentals and any business activity hereafter made or conducted by the usual summary ejectment proceedings any tenant, (iii) to let the Premises present or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account future owners of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paidProperty, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor with respect to the entry upon Property; and taking possession any persons entering into contracts for purchase or sale of the Premises by Collateral Agent pursuant Property shall take subject to such grant, whether or not foreclosure has been instituted. Neither all the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights provisions and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 conditions hereof.

Assignment of Rents. The Mortgagor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively "Rents"). Although this assignment contained is effective immediately, so long as no Default exists, Bank gives to and confers upon Mortgagor the privilege under a revocable license to collect as they become due, but not prior to accrual, the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactions, and xxx in paragraph (E) the name of this Mortgage Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of any uncured Default, the license granted to Mortgagor herein shall be fully operative automatically revoked without further notice to or demand upon Mortgagor, and Bank shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and without regard to the adequacy of any further action on security for the part of either party and specifically Collateral Agent shall be entitledObligations, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises for the purpose of collecting the said rents, income and other benefitsProperty, (ii) notify tenants, subtenants and any property manager to dispossess pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by the usual summary ejectment proceedings any tenantMortgagor, and (iii) in its own name, xxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to let the Premises Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank's exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, and whether voluntarily, involuntarily or by operation of law, or (iviii) enter into any agreement or transaction to apply said rentstransfer, income and other benefitsor accomplish in form or substance a transfer, after payment of all necessary charges and expenses, on account of the Obligations secured herebyProperty. Such assignment and grant shall continue in effect until A "transfer" of the Obligations secured hereby are paidProperty includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession an installment sale contract or similar instrument affecting all or any portion of the Premises by Collateral Agent pursuant to such grantProperty; (c) if Mortgagor is a corporation, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rentspartnership, income limited liability company, trust or other benefits to business entity, the Obligations secured herebytransfer (whether in one transaction or a series of transactions) of more than 50% of the outstanding stock, partnership, limited liability company or other ownership interests in such corporation, partnership, limited liability company or entity including, without limitation, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; (d) if Mortgagor, or any general partner or member of Mortgagor, is a corporation, the creation or issuance of new stock by which an aggregate of more than 10% of such corporation's stock shall cure be vested in a party or waive any default parties who are not now stockholders; and (e) an agreement by Mortgagor leasing all or notice a substantial part of default hereunder the Property for other than actual occupancy by a space tenant thereunder or invalidate any act done pursuant hereto a sale, assignment or other transfer of or the grant of a security interest in and to any such noticeLeases. Bank's consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment an extension or curtailment of the indebtedness evidenced by maturity of the Obligations, or arising under other modification of the obligations, and such rents shall be applied as provided in Section 3.10 hereofNote or this instrument.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage under Section 1.5 shall be fully operative without any further action on the part of either party and specifically Collateral Agent at any time before or after foreclosure Beneficiary shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunderDefault, to all business, rents, income and other benefits from the Premises Property described in Sections 1.1, 1.2, 1.3 and 1.4 whether or not Collateral Agent or Holders take Beneficiary takes possession of such property. Mortgagor hereby Trustor further grants to Collateral Agent Beneficiary the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Property for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenanttenant defaulting in the payment of rents to Beneficiary, (iii) to let the Premises all or any part thereofof the Property, and (iv) to apply said rentsrent, income income, maintenance fees, and other benefits, after payment of all necessary charges and expenses, on account of the Obligations indebtedness and other secured herebysums. Such assignment and grant shall continue in effect until the Obligations indebtedness and other secured hereby sums are paid, the execution of this Mortgage Deed of Trust constituting and evidencing the irrevocable consent of Mortgagor Trustor to the entry upon and taking possession of the Premises Property by Collateral Agent Beneficiary pursuant to such grant, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph Section by Collateral Agent Beneficiary nor the application of any such rents, income or other benefits to the Obligations DO NOT MARK, PRINT, SIGN OR TYPE OUTSIDE THE LINED MARGIN indebtedness and other secured herebysums, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto to this Deed of Trust or to any such notice, but shall be cumulative of all other rights and remedies. Neither this It is understood and agreed that neither the foregoing assignment of rents and profits to Beneficiary nor the receipt exercise by Beneficiary of rentsany of its rights or remedies shall be deemed to constitute Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Property or the use, income occupancy, enjoyment or operation of all or any portion of the Property, unless and other benefits until Beneficiary, in person or by Collateral Agent agent, assumes actual possession. The appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of all or any part of the Property by such receiver, shall effect not be deemed to make Beneficiary a pro tanto mortgagee-in-possession or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion of the Property. Trustor shall apply the rents and profits to the payment of all necessary and reasonable operating costs and expenses of the indebtedness evidenced by or arising under Property, debt service on the obligationssecured indebtedness, and such a reasonable reserve for futures expenses, repairs and replacements for the Property, before using the rents shall be applied as provided in Section 3.10 hereofand profits for Trustor's personal use or any other purpose not for the direct benefit of the Property.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent Lender shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises property described in paragraphs (A), (B), (C) and (D) hereof whether or not Collateral Agent or Holders take Lender takes possession of such property. To the extent permitted under applicable law, Mortgagor hereby further grants to Collateral Agent Lender the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Property for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenanttenant defaulting in the payment thereof to Lender, (iii) to let the Premises Property or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises Property by Collateral Agent Lender pursuant to such grantgrant to the extent permitted under applicable law, whether or not foreclosure enforcement of this Mortgage has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent Lender nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent shall be entitled, at its option, subject to Section 5.07 below, upon the occurrence and during the continuance of an Event of Default hereunder, to all rents, income and other benefits from the Premises property described in paragraphs (A), (B), (C) and (D) hereof whether or not Collateral Agent or Holders take takes possession of such property. To the extent permitted under applicable law and the Subordination Agreement (as defined in Section 5.07 below), Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession of the Premises Property for the purpose of collecting the said rents, income and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenanttenant defaulting in the payment thereof to Agent, (iii) to let the Premises Property or any part thereof, and (iv) to apply said rents, income and other benefits, after payment of all necessary charges and expenses, on account of the Obligations secured hereby. Such assignment and grant shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises Property by Collateral Agent pursuant to such grantgrant to the extent permitted under applicable law, whether or not foreclosure enforcement of this Mortgage has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.

Assignment of Rents. The assignment contained To the extent not already assigned to a prior mortgagee, Mortgagor hereby grants, transfers, and assigns and sets over to Mortgagee all right, title and interest in paragraph and to, all rents, issues, profits and privileges (Enow due or which may hereafter become due) of, (a) the property and all improvements at any time constructed thereon or any personal property or fixtures at any time installed or used therein, (b) all leases now or hereafter existing on all or any part of the Property, whether written or oral, or any letting or any agreement for the use or occupancy of any part of the Property which may heretofore have been or which may hereafter be made or agreed to between Mortgagor or any other present, prior, or subsequent owner of the Property, or any interest therein, or which may be made or agreed to by Mortgagee, its successors or assigns, under the powers herein granted and any tenant or occupant of all or any part of the Property (“Leases” and each, “Lease”), including without limitation any Leases existing as of the date of this Mortgage shall be fully operative without any further action on (“Existing Leases”), (c) all rights conferred by and pursuant to Act No. 210 of the part Michigan Public Act of either party 1953, as amended, and specifically Collateral Agent shall be entitledAct No. 228 of the Michigan Public Acts of 1925 as amended, at its optionand (d) all proceeds of the foregoing, upon all for the purpose of securing the prompt payment, performance and discharge, when due, of the Indebtedness. So long as no event of default has occurred, Mortgagor may, as trustee for the use and benefit of Mortgagee, collect, receive and accept the rents as they become due and payable; provided, however, that if the rents exceed the payments due under the Note, the Mortgagor may use such excess, first, for the operation and benefit of the Property and, second, for the general benefit of the Mortgagor, which may include distributing cash to the equity owners of Mortgagor. Upon the occurrence and during the continuance of an Event event of Default hereunderdefault, to all rentsMortgagee may, income and other benefits from at its option, remove the Premises whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent as trustee for the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take possession collection of the Premises for the purpose of collecting the said rentsrents and appoint any other person including, income but not limited to, itself as a substitute trustee to collect, receive, accept and other benefits, (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said rents, income and other benefits, after use all such rents in payment of all necessary charges and expenses, on account of the Obligations obligations secured hereby. Such assignment and grant , in such order as Mortgagee shall continue elect in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grantits sole discretion, whether or not foreclosure has been instituted. Neither the exercise of any rights under this paragraph by Collateral Agent nor the application of any such rents, income or other benefits to the Obligations secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this assignment nor the receipt of rents, income and other benefits by Collateral Agent shall effect a pro tanto payment Mortgagee takes possession of the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereofProperty.

Assignment of Rents. TOGETHER WITH all rents, royalties, issues, profits, revenue, income and other benefits from the property described in Paragraphs (A), (B), and (C) hereof to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment contained in paragraph (E) of this Mortgage shall be fully operative without any further action on the part of either party and specifically Collateral Agent Mortgagee shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default a default hereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the Premises property described in Paragraphs (A), (B), and (C) hereof, whether or not Collateral Agent or Holders take possession of such property. Mortgagor hereby further grants to Collateral Agent the right after the occurrence and during the continuance of an Event of Default (i) to enter upon and take Mortgagee takes possession of the Premises for property described in Paragraphs (A), (B), and (C) hereof. Upon the purpose declaring of collecting any such default hereunder, the said permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefitsbenefits from the property described in Paragraphs (A), (ii) to dispossess by the usual summary ejectment proceedings any tenant, (iii) to let the Premises or any part thereofB), and (ivC) to apply said rents, income hereof shall terminate and other benefits, after payment of all necessary charges and expenses, on account such permission shall not be reinstated upon a cure of the Obligations secured hereby. Such assignment and grant default without Mortgagee's specific consent, which consent shall continue in effect until the Obligations secured hereby are paid, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Premises by Collateral Agent pursuant to such grant, whether or not foreclosure has been institutedbe unreasonably withheld. Neither the exercise of any rights under this paragraph Paragraph by Collateral Agent Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the Obligations indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. Neither this This instrument constitutes an absolute and present assignment nor of the receipt of rents, royalties, issues, profits, revenue, income and other benefits by Collateral Agent shall effect a pro tanto payment of from the indebtedness evidenced by or arising under the obligations, and such rents shall be applied as provided in Section 3.10 hereof.Mortgaged Property,