Common use of Assignment of Rents Clause in Contracts

Assignment of Rents. Mortgagor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment 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 sxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. Mortgagor Mortgagor, as additional security does hereby absolutely assigns assign, transfer and transfers set over to Bank all the leases, rents, issues and profits sums due or to become due for rental of the Property (collectively “Rents”). Although this assignment is effective immediatelyfrom any occupant or lessees who may now or hereafter occupy or lease the same, 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 sxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, due or (iii) enter into to become due under any consented to agreement or transaction to transfer, or accomplish in form or substance a transfer, of for deed respecting the Property that may be entered into, and Bank is hereby given the absolute right, at its option, without releasing such portion institution of the property from the lien court proceedings and without benefit of this Mortgage at the time such property is a court appointed receiver, to be conveyed. A “transfer” of enter upon the Property includes: (a) the direct and to demand and collect from any occupants or indirect sale, transfer lessees or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale purchasers under contract or similar instrument affecting agreement for deed, all or any portion of the Property; (c) if Mortgagor amount or amounts therefrom due, and to apply the same to any indebtedness or sum due or secured under this Mortgage and the Note hereby secured, without waiving or in any way affecting the option to foreclose or any general partner other right, privilege, option or member condition therein contained. Written receipt given by any officer or agent of Bank evidencing such collection shall constitute full acquittance to any of the above for such amounts as if paid to Mortgagor, his successors or assigns. Mortgagor does hereby appoint Bank 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 such manner as Bank may elect; provided, however, that until there is a corporationdefault under the terms of this Mortgage (which is not cured within the applicable curative period prescribed herein), partnershipMortgagor may continue to collect and enjoy said rents, limited liability companyissues, trust or other business entityprofits, the transfer (whether in one transaction or a series of transactions) income and accounts receivable. The curing of any stockdefault within the period permitted by this Mortgage shall entitle Mortgagor to again collect said rents, partnershipissues, limited liability company or other ownership interests in such corporationprofits, partnershipincome and accounts receivable. This assignment of rents, limited liability company or entity includingissues, without limitationprofits, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; (d) if Mortgagor, or any general partner or member income and accounts receivable and power 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 attorney shall be vested irrevocable and shall be in a party addition to the other remedies herein provided for in event of default or parties who are not now stockholders provided in any other than to an entity controlled by Guarantor Core Communitiesdocument which secures the Note, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer may be put into effect independently of or the grant concurrently with any of a security interest in said remedies, but no liability shall attach to Bank for failure or inability to collect any rents, issues, profits, income and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentaccounts receivable herein assigned.

Assignment of Rents. Mortgagor Grantor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively “"Rents”"). Although this assignment is effective immediately, so long as no Default exists, Bank gives to and confers upon Mortgagor 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 sxx xxx in the name of Mortgagor Grantor for all such Rents. Mortgagor 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 Mortgagor Grantor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is curedGrantor, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 MortgagorGrantor, and (iii) in its own name, sxx 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 the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in MortgagorGrantor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documentsinstance, Mortgagor 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyedProperty. A “"transfer” " of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; and (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor Grantor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument. NOTICE: THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE, CONVEYANCE, OR FURTHER ENCUMBRANCE OF THE PROPERTY HEREBY CONVEYED Remedies of Bank on Default. Failure of Grantor or any other person liable to timely pay or perform any of the Obligations beyond any applicable grace periods, or the occurrence of any Default, as defined in the Note (the reference herein and in the Note to the Credit Agreement shall mean such agreement as it may be modified from time to time and such references shall continue to be effective notwithstanding the termination of such Credit Agreement), or an Event of Default as defined in the Credit Agreement, is a default ("Default") under this Deed of Trust. Upon the occurrence of Default the following remedies are available, without limitation, to Bank: (i) Bank may exercise any or all of Bank's remedies under this Deed of Trust or other Loan Documents including, without limitation, acceleration of the maturity of all payments and Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101) with Bank or any of its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements; (ii) Bank may take immediate possession of the Property or any part thereof (which Grantor agrees to surrender to Bank) and manage, control or lease the same to such persons and at such rental as it may deem proper and collect and apply Rents to the payment of: (a) the Obligations, together with all costs and attorneys' fees; (b) all Impositions and any other levies, assessments or liens which may be prior in lien or payment to the Obligations, and premiums for insurance, with interest on all such items; and (c) the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possession of the Property and the management and operation thereof; all in such order or priority as Bank in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure sale of the Property; (iii) Bank may foreclose this Deed of Trust pursuant to applicable law and exercise all remedies available under the Uniform Commercial Code or other laws; (iv) Bank may apply to any court of competent jurisdiction for the appointment of a receiver for all purposes including, without limitation, to manage and operate the Property or any part thereof, and to apply the Rents therefrom as hereinabove provided. In the event of such application, Grantor consents to the appointment of a receiver, and agrees that a receiver may be appointed without notice to Grantor, without regard to whether Grantor has committed waste or permitted deterioration of the Property, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of Grantor or any other person, firm or corporation who or which may be liable for the payment of the Obligations; (v) Upon application of Bank, Trustee shall sell the Property and pay the proceeds of sale according to the following terms and conditions: (a) Trustee shall foreclose upon this Deed of Trust and sell the Property, or any part of the Property, at public sale conducted according to applicable law (referred to as "Trustee's Sale"); (b) Trustee shall provide such notice and shall advertise a Trustee's Sale in the manner required by applicable law and Grantor agrees that if such advertisement be inserted on a daily basis it shall be published not less than once a day for three days, which may be consecutive days; (c) Trustee shall conduct additional Trustee's Sales as may be required until all of the Property is sold or the Obligations are satisfied; (d) Trustee, may receive bids at Trustee's Sale from the Bank and may accept from Bank as successful bidder, credit against the Obligations as payment of any portion of the purchase price; (e) Trustee may receive a reasonable fee for Trustee's services hereunder, not to exceed the maximum fee allowed by applicable law; and (f) Trustee shall apply the proceeds of Trustee's Sale, as required by law; and (vi) With respect to any portion of the Property governed by the UCC, Bank shall have all of the rights and remedies of a secured party thereunder. Bank may elect to foreclose upon any Property that is fixtures under law applicable to foreclosure of interests in real estate or law applicable to personal property.

Assignment of Rents. Mortgagor To further secure the Secured Obligations, Borrower does hereby absolutely assigns sell, assign and transfers to Bank transfer unto the Lender all the leases, rents, issues now due and profits which may hereafter become due under or by virtue of the Property any Leases or tenancies (collectively “Rents”"Rents "). Although this assignment 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 sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases whether written or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Propertyverbal, or any part thereof letting of, or interest thereinof any agreement for the sale, whether legal or equitable, (ii) cause or permit any transfer occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether voluntarilyor not with the Lender's approval. The Borrower does hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at any time hereafter, involuntarily and all now due or by operation that may hereafter become due under each and every of lawthe Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on the condition that Lender hereby grants to Borrower a license to collect and retain such Rents (iiibut expressly not including the right to collect any rents more than one (1) enter into month in advance or any agreement or transaction amount to transferprepay, terminate, or accomplish "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in form compliance with the Loan Documents. Such license shall be revocable by Lender without notice to Borrower at any time upon or substance after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such agreements. It is the intention of the Borrower to create and grant, and it is the intention of Lender to create and receive, a transferpresent and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent enforcement, and Lender is not obligated to collect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property without releasing such portion by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the property from powers herein granted to the lien Lender, no liability shall be asserted or enforced against the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this Mortgage at the time such property is to be conveyed. A “transfer” section, none of the Property includes: (a) provisions hereof shall cause or effect the direct or indirect sale, transfer or conveyance and assignment of revenues arising from the Property or any portion thereof or interest therein; (b) conduct of Borrower's business on the execution of an installment sale contract or similar instrument affecting all or any portion of the Real Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. Mortgagor As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Bank Lender all the leases, rents, issues issues, profits and profits revenues (including all security deposits) of the Mortgaged Property, whether now due, past due, or to become due by virtue of that certain lease or leases more fully described in Exhibit “B” hereto, and under any other lease or other agreement for the occupancy or use of all or any part of the Mortgaged Property, regardless of to whom the rents, issues, profits and revenues of the Mortgaged Property are payable (collectively “the "Rents”"). Although Trustor hereby authorizes Lender or Lender's agents to collect the aforesaid rents, issues, profits and revenues, and hereby directs each tenant of the Mortgaged Property to pay such rents, issues, profits and revenues to Lender or Lender's agents; provided, however, that prior to written notice given by Lender to Trustor of the breach by Trustor of any covenant or agreement of Trustor in this assignment is effective immediatelyDeed of Trust or under any of the Loan Documents, Trustor shall have the right to collect and receive all rents, issues, profits and revenues of the Mortgaged Property as trustee for the benefit of Lender and Trustor, to apply the rents, issues, profits and revenues so collected to the sums secured by this Deed of Trust in the order provided in the Note with the balance, so long as no Default existssuch breach has occurred, Bank gives to the account of Trustor, it being intended by Trustor and confers upon Mortgagor Lender that this assignment of rents, issues, profits and revenues constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Lender to Trustor of the privilege breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust or under a revocable license to collect as they become due, but not prior to accrual, any of the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactionsother Loan Documents, and sxx without the necessity of Lender entering upon and taking and maintaining full control of the Mortgaged Property in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, and Bank shall have the right, in its discretion, without noticeperson, by agent or by a receiver court-appointed receiver, Lender shall immediately be entitled to possession of all rents, issues, profits and revenues and shall have paid over to it all tenant deposits with a full accounting thereof relating to the Mortgaged Property as specified in this Section 4.1 as the same become due and payable, including but not limited to rents then due and unpaid, and all such rents, issues, profits and revenues shall immediately, upon delivery of such notice, be held by Trustor as trustee for the benefit of Lender only; provided, however, that the written notice by Lender to Trustor of the breach by Trustor shall contain a statement that Lender exercises its rights to such rents, issues, profits and revenues. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Lender to Trustor, each tenant of the Mortgaged Property shall make such rents, issues, profits and revenues payable to and pay such rents, issues, profits and revenues to Lender or Lender's agents on Lender's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each tenant's premises on the Mortgaged Property, without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor. Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, issues, profits and revenues, except as set forth on the title insurance policy insuring Lender's interest in the Mortgaged Property, that Trustor has not performed, and shall not perform, any acts, or has not executed, and shall not execute, any instrument which would prevent Lender from exercising its rights under this Section 4.1, and that at the time of execution of this Deed of Trust there has been no anticipation or prepayment of any of the rents, issues, profits and revenues of the Mortgaged Property for more than one (1) month prior to the due dates of such rents, issues, profits and revenues. Trustor covenants that Trustor shall not hereafter collect or accept payment of any rents, issues, profits and revenues of the Mortgaged Property more than one (1) month prior to the due dates of such rents, issues, profits and revenues, without the prior written consent of Lender, in its sole and absolute discretion. Trustor further covenants that Trustor shall execute and deliver to Lender such further assignments of rents, issues, profits and revenues of the Mortgaged Property as Lender may from time to time request. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Lender may in person, by agent or by a court-appointed receiver, and without regard to regardless of the adequacy of any security for the ObligationsLender's security, (i) to enter upon and take possession and maintain full control of the Mortgaged Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents, issues, profits and revenues of the Mortgaged Property, the making of repairs to the Mortgaged Property and the execution or termination of contracts providing for the management or maintenance of the Mortgaged Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Lender elects to seek the appointment of a receiver for the Mortgaged 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. Lender or the receiver shall be entitled to receive a reasonable fee for so managing the Mortgaged Property. Any such receiver may be appointed by any court of competent jurisdiction upon ex parte application (ii) notify tenantsTrustor hereby waiving any right to any hearing or notice of hearing prior to the appointment of a receiver). All rents, subtenants issues, profits and revenues, collected subsequent to delivery of written notice by Lender to Trustor of the breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust shall be applied first to the costs, if any, of taking control of and managing the Mortgaged Property and collecting the rents, issues, profits and revenues, including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Mortgaged Property, premiums on insurance policies, taxes, assessments and other charges on the Mortgaged Property, and the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Mortgaged Property and then to the sums secured by this Deed of Trust. Lender or the receiver shall have access to the books and records used in the operation and maintenance of the Mortgaged Property and shall be liable to account only for those rents, issues, profits and revenues actually received. Lender shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Mortgaged Property by reason of anything done or left undone by Lender under this Section 4.1. If the rents, issues, profits and revenues of the Mortgaged Property are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the rents, issues, profits and revenues, any funds expended by Lender for such purposes shall become indebtedness of Trustor to Lender secured by this Deed of Trust pursuant to Section 7 hereof. Unless Lender and Trustor agree in writing to other terms of payment, such amounts shall be payable upon notice from Lender to Trustor requesting payment thereof and shall bear interest from the date of disbursement at the default rate of interest set forth in the Note. Any entering upon and taking and maintaining of control of the Mortgaged Property by Lender or the receiver and any property manager to pay Rents to Bank or its designeeapplication of rents, issues, profits and upon receipt of such notice such persons are authorized and directed to make payment revenues as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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 herein shall not cure or waive any Default default hereunder or notice invalidate any other right or remedy of Default hereunderLender under applicable law or provided herein. The terms This assignment of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion rents of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions shall terminate at such time as this Deed of the Loan Documents, 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, whether voluntarily, involuntarily or Trust ceases to secure indebtedness held by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentLender.

Assignment of Rents. Mortgagor hereby In consideration of the Obligations which are secured by this Deed of Trust, Grantor absolutely assigns to Lender all Grantor's estate, right, title, interest, claim and transfers to Bank demand now owned or hereafter acquired in all the leases, rents, issues existing and profits future leases of the Property (including extensions, renewals and subleases), all agreements for use and occupancy of the Property (all such leases and agreements whether written or oral, are hereafter referred to as the "Leases"), and all guaranties of lessees' performance under the Leases, together with the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other income of any nature now or hereafter due (including any income of any nature coming due during any redemption period) under the Leases or from or arising out of the Property, including minimum rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Property, all proceeds payable as a result of a lessee's exercise of an option to purchase the Property, all proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insolvency proceeding, and all proceeds from any rights and claims of any kind which Grantor may have against any lessee under the Leases or any occupants of the Property (all of the above are hereafter collectively “referred to as the "Rents”"). Although This assignment is subject to the right, power and authority given to the Lender to collect and apply the Rents. This assignment is recorded in accordance with applicable state law; the lien created by this assignment is effective immediatelyintended to be specific, so perfected, and xxxxxx upon the recording of this Deed of Trust, all as provided by applicable state law as amended from time to time. As long as there is no Default existsdefault under the Obligations or this Deed of Trust, Bank gives to and confers upon Mortgagor the privilege under Lender grants Grantor a revocable license to collect as they become due, but not prior to accrual, all Rents from the Rents Leases when due and to demanduse such proceeds in Grantor's business operations. However, receive and enforce payment, give receipts, releases and satisfactions, and sxx Lender may at any time require Grantor to deposit all Rents into an account maintained by Grantor or Lender at Lender's institution. Upon default in the name payment of, or in the performance of, any of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and Lender may at its option take possession of the PropertyProperty and have, (ii) notify tenantshold, subtenants manage, lease and operate the Property on terms and for a period of time that Lender deems proper. Lender may proceed to collect and receive all Rents from the property, and Lender shall have full power to make alterations, renovations, repairs or replacements to the Property as Lender may deem proper. Lender may apply all Rents in Xxxxxx's sole discretion to payment of the Obligations or to the payment of the cost of such alterations, renovations, repairs and replacements and any property manager expenses incident to pay Rents to Bank or its designee, taking 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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 retaining possession of the Property or any part thereof, whether voluntarily, involuntarily or by periodically and the management and operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or . Lender may keep the Property properly insured and may discharge any general partner or member taxes, charges, claims, assessments and other liens which may accrue. The expense and cost of Mortgagorthese actions may be paid from the Rents received, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (whether in one transaction or a series of transactions) of and 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; (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 unpaid amounts shall be vested in a party or parties who are not now stockholders added to the principal of the Obligations. These amounts, together with other than to an entity controlled by Guarantor Core Communitiescosts, LLC and (e) an agreement by Mortgagor leasing all or a substantial shall become part of the Property for other than actual occupancy Obligations secured by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer this Deed of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentTrust.

Assignment of Rents. Mortgagor Grantor does hereby absolutely assigns and transfers unconditionally assign, transfer and set over to Bank Beneficiary all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment is effective immediatelyincome, 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 revenues, issues, profits and satisfactions, and sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not proceeds to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of derived from the Property, (ii) notify tenantsincluding, subtenants without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any property manager time hereafter become due and payable to 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 Grantor under the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise terms of any one leases now or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber hereafter covering the Property, or any part thereof thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following Default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or interest thereindamage to the Property, whether legal and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under the United States Bankruptcy Code or equitableany other present or future federal or state insolvency, (ii) cause bankruptcy or permit similar law, together with any transfer sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereofthereof (collectively, whether voluntarilythe “Rents”); and all proceeds and other DEED OF TRUST (LONG FORM) 17 Rev. July 2000 amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, involuntarily erection or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion renovation of the Property; subject however to a license hereby granted by Beneficiary to Grantor to collect and receive all of the foregoing (c) if Mortgagor such license evidenced by Beneficiary’s acceptance of this Deed of Trust), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or the other business entityLoan Documents to the contrary, the transfer (whether assignment in one transaction this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, upon the occurrence of a Default hereunder or a series of transactions) upon the occurrence of any stockevent or circumstance which with the lapse of time or the giving of notice or both would constitute a Default hereunder, partnershipsuch license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the use and benefit of Beneficiary and Beneficiary shall have the right, limited liability company power and authority, whether or other ownership interests not it takes possession of the Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, xxx for and recover in such corporationits own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, partnershipfirst to the payment of expenses incident to the collection of the same, limited liability company or entity includingand the balance to the payment of the Obligation; provided further, without limitationhowever, 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 that Beneficiary shall not be vested in a party or parties who are not now stockholders other than deemed to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part have taken possession of the Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Beneficiary to institute any type of legal proceedings or take any other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, action whatsoever to enforce the assignment or other transfer of or the grant of a security interest provisions in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentSection 5.2.

Assignment of Rents. Mortgagor As additional security hereunder, the Borrower hereby absolutely assigns grants, bargains, conveys, assigns, transfers and transfers sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to Bank all the leasesBeneficiary, rents, issues and profits as well as the Trustee on behalf of the Property (collectively “Beneficiary, all Rents”). Although this assignment is effective immediately, so long as no if any; provided, however, that unless and until an Event of Default existsoccurs, Bank gives to and confers upon Mortgagor the privilege under Borrower will have a revocable license to collect and retain such Rents as they become dueand when, but not prior to accrualbefore, the Rents same shall become due and to demand, receive and enforce payment, give receipts, releases and satisfactions, and sxx in the name of 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 Rentspayable. Upon any occurrence an Event of Default, the license granted to Mortgagor herein Beneficiary shall be automatically revoked without further notice immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or demand upon Mortgagor until such Default is curedthe Trustee on the Beneficiary's behalf, may at any time and Bank shall have the right, in its discretion, without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarilyand in its own name, involuntarily sue xxx or by operation of lawotherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or (iii) enter into the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any agreement obligation on their part to determine whether an Event of Default does, in fact, exist or transaction has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to transferthe Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or accomplish in form or substance a transferthe Trustee on the Beneficiary's behalf, of the Property without releasing such portion right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the property from the lien or charge of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect saleIndenture, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Bank’s consent to any conveyance such tenancy, lease or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentoption.

Assignment of Rents. Mortgagor hereby Trustor unconditionally and absolutely assigns to Beneficiary all of Trustor's right, title and transfers to Bank interest in and to: all the leases, subleases, occupancy agreements, licenses, rental contracts and other agreements now or hereafter existing relating to the use or occupancy of the Premises, together with all guarantees, modifications, extensions and renewals thereof; and all rents, issues issues, profits, income and profits proceeds due or to become due from tenants of the Property Premises (collectively “Rents”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 tenants thereunder. Although 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 of herein 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 paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Premises; settle compromise, 6 333 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 Premises, lease all or any part of the Premises; and/or 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. 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 2.5 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 Credit Agreement. Notwithstanding that this is an absolute assignment is effective immediatelyof the rents and Leases and not merely the collateral assignment of, so long as no Default existsor the grant of a lien or security interest in the rents and Leases, Bank gives Beneficiary grants to and confers upon Mortgagor the privilege under Trustor a revocable license to collect as they become due, but not prior to accrual, and receive the Rents rents and to demandretain, receive use and enforce paymentenjoy such rents. Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default. Trustor shall apply any rents which it receives to the payment due under the Secured Obligations, give receiptstaxes, releases assessments, water charges, sewer rents and satisfactionsother governmental charges levied, assessed or imposed against the Premises, insurance premiums, and sxx in other obligations of lessor under the name of Mortgagor Leases before using such proceeds for all such Rentsany other purpose. 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, [UNLESS APPLICABLE (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Bank’s consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other ObligationsIN WHICH CASE DEFINED TERM "PREMISES" TO BE CHANGED TO "LEASED PREMISES"), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentDELETE IF SITE IS HELD VIA LEASE].

Assignment of Rents. Mortgagor hereby absolutely Trustor irrevocably grants, transfers and assigns to Beneficiary, during the continuance of this Deed of Trust, all of Trustor's right, title and transfers interest in and to Bank all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment is effective immediatelyNotwithstanding such assignment, so long as no Event of Default existshas occurred and is continuing, 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 sxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, and Bank Trustor shall have the rightright to collect, receive, hold and dispose of the Rents as the same become due and payable, provided that unless Beneficiary otherwise consents in its discretion, without notice, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, writing: (i) any such Rents paid more than 30 days in advance of the date when due shall be delivered to enter upon Beneficiary and take held by Beneficiary in a cash collateral account (over which Beneficiary shall have sole and executive control and right of withdrawal), to be released and applied on the date when due (or, if an Event of Default has occurred and is continuing, at such other time or times and in such manner as Beneficiary may determine), and (ii) if an Event of Default has occurred and is continuing, Trustor's right to collect and receive the Rents shall cease and Beneficiary shall have the sole right, with or without taking possession of the Real Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect all Rents, including those past due, due and apply Rents, less costs and expenses unpaid. Any such collection of operation and collection, including attorneys’ fees, to the 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 Rents by Beneficiary shall not cure or waive any Event of Default or notice of Default hereunderdefault or invalidate any act done pursuant to such notice. The terms Failure or discontinuance of Beneficiary at any time, or from time to time, to collect the Rents shall not in any manner affect the subsequent enforcement by Beneficiary of the right to collect the same. Nothing contained in this Deed of Trust, nor the exercise of the right by Beneficiary to collect the Rents, shall be deemed to make Beneficiary a "mortgagee in possession" or shall be, or be construed to be, an affirmation by Beneficiary of, or an assumption of liability by Beneficiary under, or a subordination of the Lien of this Section are in addition to those terms set forth in that certain Absolute Assignment Deed of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale Trust to, any tenancy, lease or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentoption.

Assignment of Rents. Mortgagor hereby absolutely and unconditionally assigns and transfers to Bank Mortgagees all the leasesincome, rents, issues royalties, revenue, issues, profits, and profits proceeds of the Property (collectively “Rents”). Although this assignment is effective immediatelySubject Interests, so long as no Default existswhether now due, Bank past due or to become due, and hereby gives to and confers upon Mortgagor Mortgagees the privilege under a revocable license right, power and authority to collect as they become duesuch income, but not prior to accrualrents, royalties, revenue, issues, profits and proceeds. Mortgagor irrevocably appoints Mortgagees its true and lawful attorney at the Rents and option of Mortgagees at any time to demand, receive receive, and enforce payment, to give receipts, releases and satisfactionsreleases, and sxx satisfactions and to sue, either in the name of Mortgagor for or in the name of Mortgagees, fxx all such Rentsincome, rents, royalties, revenue, issues, profits and proceeds. Mortgagor represents there has been no prior Neither the foregoing assignment nor the exercise by Mortgagees of leases any of their rights or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein remedies under this Mortgage shall be automatically revoked without further notice deemed to make Mortgagees a "mortgagee-in-possession" or demand upon Mortgagor until such Default is curedotherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, and Bank shall have the rightoccupancy, enjoyment or operation of all or any portion thereof, unless Mortgagees, in its discretion, without notice, by agent person or by agent, assumes actual possession thereof, nor shall appointment of a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take Subject Interests by any court at the request of Mortgagees or by agreement with Mortgagor or the entering into possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, Subject Interests or any part thereof by such receiver be deemed to make Mortgagees a "mortgagee-in-possession" or interest thereinotherwise responsible or liable in any manner with respect to the Subject Interests or the use, whether legal occupancy, enjoyment or equitable, (ii) cause or permit any transfer of the Property or any part thereof, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion thereof. Notwithstanding anything to the contrary contained herein, until such time as Mortgagees or Mortgagor shall have instructed such parties to deliver such rents, income, royalties, revenues, issues, profits or proceeds directly to Mortgagees (which such instructions may be given only after the occurrence and during the continuance of an Event of Default but the Property; (c) if Mortgagor or any general partner or member giving of such instructions shall as to such parties be conclusive as to the occurrence and continuance of an Event of Default), such parties shall be entitled to deliver such rents, income, royalties, revenues, issues, profits and proceeds to Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (whether to be applied 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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Bank’s consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in accordance with the Note (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentAgreement.

Assignment of Rents. Mortgagor As additional security hereunder, the Trustor hereby absolutely assigns grants, bargains, conveys, assigns, transfers and transfers sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to Bank all the leasesBeneficiary, rents, issues and profits as well as the Trustee on behalf of the Property (collectively “Beneficiary, all Rents”). Although this assignment is effective immediately, so long as no if any,; provided, however, that unless and until an Event of Default existsoccurs, Bank gives to and confers upon Mortgagor the privilege under Trustor will have a revocable license to collect and retain such Rents as they become dueand when, but not prior to accrualbefore, the Rents same shall become due and to demand, receive and enforce payment, give receipts, releases and satisfactions, and sxx in the name of 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 Rentspayable. Upon any occurrence an Event of Default, the license granted to Mortgagor herein Beneficiary shall be automatically revoked without further notice immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or demand upon Mortgagor until such Default is curedthe Trustee on the Beneficiary's behalf, may at any time and Bank shall have the right, in its discretion, without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarilyand in its own name, involuntarily sue xxx or by operation of lawotherwise collect such Rents. The Trustor hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or (iii) enter into the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any agreement obligation on their part to determine whether an Event of Default does, in fact, exist or transaction has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to transferthe Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or accomplish in form or substance a transferthe Trustee on the Beneficiary's behalf, of the Property without releasing such portion right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the property from the lien or charge of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect saleIndenture, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Bank’s consent to any conveyance such tenancy, lease or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentoption.

Assignment of Rents. Mortgagor Subject to the subordination set forth at Section 10 hereof, Trustor hereby absolutely and unconditionally assigns and transfers to Bank Beneficiary all of the leases, rents, issues issues, profits, royalties, revenues, income and profits of other benefits (collectively, the Property (collectively “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. Although this This assignment of Rents is effective immediatelyintended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor’s right, title and interest in the Rents, the foregoing, 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 sxx default exists by Trustor in the name payment of Mortgagor for all 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 Rents. Mortgagor represents there has been no prior assignment of leases or Rentsindebtedness, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, and Bank Trustor shall have the rightright to collect all Rents from the Property and to retain, in its discretionuse and enjoy the same. Upon the occurrence of such a default, without noticethe necessity of demand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by agent or by Trustor after a receiver appointed by a courtdefault, and without regard all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to the adequacy of any security Beneficiary, or to a court appointed receiver for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenantswithout the necessity for further notice to, subtenants and any property manager to pay Rents to Bank or its designeedemand upon, and upon receipt Trustor. Upon the occurrence of such notice such persons are authorized a default and directed to make payment as specified in at any time thereafter during the notice and disregard continuance thereof, Beneficiary may, at its option, send any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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 tenant of the Property or any part thereof, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction a notice to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includeseffect that: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.default has occurred;

Assignment of Rents. Mortgagor To further secure the Secured Obligations, Borrower does hereby absolutely assigns sell, assign and transfers to Bank transfer unto the Lender all the leases, rents, issues now due and profits which may hereafter become due under or by virtue of the Property any Leases or tenancies (collectively “"Rents”"). Although this assignment 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 sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases whether written or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Propertyverbal, or any part thereof letting of, or interest thereinof any agreement for the sale, whether legal or equitable, (ii) cause or permit any transfer occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether voluntarilyor not with the Lender's approval. The Borrower does hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at any time hereafter, involuntarily and all now due or by operation that may hereafter become due under each and every of lawthe Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on the condition that Lender hereby grants to Borrower a license to collect and retain such Rents (iiibut expressly not including the right to collect any rents more than one (1) enter into month in advance or any agreement or transaction amount to transferprepay, terminate, or accomplish "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in form compliance with the Loan Documents. Such license shall be revocable by Lender without notice to Borrower at any time upon or substance after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such agreements. It is the intention of the Borrower to create and grant, and it is the intention of Lender to create and receive, a transferpresent and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent enforcement, and Lender is not obligated to collect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property without releasing such portion by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the property from powers herein granted to the lien Lender, no liability shall be asserted or enforced against the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this Mortgage at the time such property is to be conveyed. A “transfer” section, none of the Property includes: (a) provisions hereof shall cause or affect the direct or indirect sale, transfer or conveyance and assignment of revenues arising from the Property or any portion thereof or interest therein; (b) conduct of Borrower's business on the execution of an installment sale contract or similar instrument affecting all or any portion of the Real Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. Mortgagor Grantor does hereby absolutely assigns and transfers unconditionally assign, transfer and set over to Bank Beneficiary all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment is effective immediatelyincome, 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 revenues, issues, profits and satisfactions, and sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not proceeds to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of derived from the Property, (ii) notify tenantsincluding, subtenants without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any property manager time hereafter become due and payable to 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 Grantor under the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise terms of any one leases now or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber hereafter covering the Property, or any part thereof thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following Default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or interest thereindamage to the Property, whether legal and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under the United States Bankruptcy Code or equitableany other present or future federal or state insolvency, (ii) cause bankruptcy or permit similar law, together with any transfer sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereofthereof (collectively, whether voluntarilythe “Rents”); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, involuntarily erection or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion renovation of the Property; subject however to a license hereby granted by Beneficiary to Grantor to collect and receive all of the foregoing (c) if Mortgagor such license evidenced by Xxxxxxxxxxx’s acceptance of this Deed of Trust), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or the other business entityLoan Documents to the contrary, the transfer (whether assignment in one transaction this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, upon the occurrence of a Default hereunder or a series of transactions) upon the occurrence of any stockevent or circumstance which with the lapse of time or the giving of notice or both would constitute a Default hereunder, partnershipsuch license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the use and benefit of Beneficiary and Beneficiary shall have the right, limited liability company power and authority, whether or other ownership interests not it takes possession of the Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, sue for and recover in such corporationits own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, partnershipfirst to the payment of expenses incident to the collection of the same, limited liability company or entity includingand the balance to the payment of the Obligation; provided further, without limitationhowever, 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 that Beneficiary shall not be vested in a party or parties who are not now stockholders other than deemed to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part have taken possession of the Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Beneficiary to institute any type of legal proceedings or take any other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, action whatsoever to enforce the assignment or other transfer of or the grant of a security interest provisions in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentSection 5.2.

Assignment of Rents. Mortgagor hereby absolutely assigns The assignment, grant and transfers to Bank all conveyance of the leasesLeases and Rents, Proceeds and other rents, issues income proceeds and profits benefits of the Property (collectively “Rents”). Although Trust Premises contained in the Granting Clause of this assignment Deed of Trust shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided, however, that permission is effective immediatelyhereby given to the Trustor, so long as no Default existssale, Bank gives 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 confers upon Mortgagor apply such Rents, Proceeds and other rents, income, proceeds and benefits from the privilege under a revocable license to collect Trust Premises as they become duedue and payable, but not prior to accrualfurther in advance thereof than is customary, and in accordance with all of the other terms, conditions and provisions hereof, of the Indenture, the Rents Security Documents, Leases, Contracts and any other agreements and/or instruments with respect to demandwhich such payments are made or such other benefits are conferred; or (ii) pledge to the Administrative Agent the right to collect, receive and enforce paymentapply such Rents, give receiptsProceeds and other rents, releases income, proceeds and satisfactions, and sxx benefits to the extent same constitute Proceeds of Indenture Collateral that are Credit Agreement Collateral (as each such phrase is defined in the name of 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 RentsSenior Debt Intercreditor Agreement). Upon any the occurrence and continuance of Defaulta Triggering Event, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, permission under subsection (i) above shall terminate immediately and automatically, without notice to enter upon the Trustor or any other Person except as required by law, and take possession shall not be reinstated without the express written consent of the Property, Beneficiary and upon the occurrence of a Disposition such permission under subsection (ii) notify tenantsabove shall terminate immediately and automatically with respect to any Rents, subtenants 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 property manager to pay Rents to Bank other Person except as required by law. Such assignment shall be fully effective without any further action on the part of the Trustor, the Trustee, or its designeethe Beneficiary, and the Beneficiary shall be entitled, at its option, upon receipt the occurrence of such notice such persons are authorized a Triggering Event, to collect, receive and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect apply all Rents, including those past dueProceeds and all other rents, income, proceeds and apply Rents, less costs and expenses of operation and collectionbenefits from the Trust Premises, including attorneys’ feesall right, to the Obligations in such order title and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more interest of the foregoing rights shall not cure Trustor in any escrowed sums or waive any Default or notice of Default hereunder. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property deposits or any portion thereof or interest therein; (b) , whether or not the execution Trustee or the Beneficiary takes possession of an installment sale contract or similar instrument affecting all the Trust Premises or any portion of part thereof. The Trustor further grants to the Property; (c) if Mortgagor or any general partner or member of MortgagorBeneficiary the right, is a corporationat the Beneficiary's option, partnership, limited liability company, trust or other business entity, upon the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC occurrence and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant continuance of a security interest in and to any Leases. 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)Triggering Event hereunder, an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.to:

Assignment of Rents. Mortgagor Grantor does hereby absolutely assigns and transfers unconditionally assign, transfer and set over to Bank Noteholder all the leasesrents, rentsincome, receipts, revenues, issues and profits proceeds to be derived from the Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the Property (collectively “Rents”). Although this assignment is effective immediatelyrents, so long as no Default existsincome, Bank gives receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to and confers upon Mortgagor Grantor under the privilege under a revocable license to collect as they become dueterms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not prior limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to accrualthe Mortgaged Property, and all of Grantor's rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any Applicable Bankruptcy Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the Rents "Rents"); and all proceeds and other amounts paid or owing to demandGrantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Mortgaged Property; subject however to a license hereby granted by Noteholder to Grantor to collect and receive all of the foregoing (such license evidenced by Noteholder's acceptance of the Mortgage), subject to the terms and enforce paymentconditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, give receiptsthe assignment in this Paragraph is an absolute, releases unconditional and satisfactionspresently effective assignment and not merely a security interest; provided, and sxx in however, upon the name of 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 Defaulta Default (as hereinafter defined) hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, use and Bank benefit of Noteholder and Noteholder shall have the right, in its discretionpower and authority, without notice, by agent whether or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take not it takes possession of the Mortgaged Property, (ii) notify tenantsto seek enforcement of any such lease, subtenants contract or bond and any property manager to pay Rents to Bank or its designeedemand, collect, receive, xxx for 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 Mortgagor, and (iii) recover in its own namename any and all of the above described amounts assigned hereby and to apply the sum(s) collected, sxx for or otherwise collect Rents, including those past duefirst to the payment of expenses incident to the collection of the same, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, the balance to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more payment of the foregoing rights Indebtedness; provided further, however, that Noteholder shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are in addition be deemed to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion have taken possession of the Mortgaged Property in accordance with Bank’s requirements except on the exercise of its option to do so, evidenced by its demand and the terms and conditions of the Loan Documents, Mortgagor overt act for such purpose. It shall not (i) sell, convey, transfer be necessary for Noteholder to institute any type of legal proceedings or encumber take any other action whatsoever to enforce 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish assignment provisions in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentParagraph 3.1.

Assignment of Rents. Mortgagor Grantor does hereby absolutely assigns and transfers unconditionally assign, transfer and set over to Bank the Collateral Agent all the leases, rents, issues income, receipts, revenues, issues, profits and profits proceeds to be derived from the Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any applicable bankruptcy law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively collectively, the “Rents”). Although this assignment is effective immediately; and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, so long as no Default exists, Bank gives erection or renovation of the Mortgaged Property; subject however to and confers upon Mortgagor a license hereby granted by the privilege under a revocable license Collateral Agent to Grantor to collect as they become dueand receive all of the foregoing (such license evidenced by the Collateral Agent’s acceptance of the Mortgage), but not prior subject to accrualthe terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the Rents assignment in this Paragraph is an absolute, unconditional and to demandpresently effective assignment and not merely a security interest; provided, receive and enforce paymenthowever, give receipts, releases and satisfactions, and sxx in upon the name of 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 Defaulta Default (as hereinafter defined) hereunder or upon the occurrence of any event or circumstance which with the lapse of time or the giving of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, use and Bank benefit of the Collateral Agent and the Collateral Agent shall have the right, in its discretionpower and authority, without notice, by agent whether or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take not it takes possession of the Mortgaged Property, (ii) notify tenantsto seek enforcement of any such lease, subtenants contract or bond and any property manager to pay Rents to Bank or its designeedemand, collect, receive, xxx for 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 Mortgagor, and (iii) recover in its own namename any and all of the above described amounts assigned hereby and to apply the sum(s) collected, sxx for or otherwise collect Rents, including those past duefirst to the payment of expenses incident to the collection of the same, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, the balance to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more payment of the foregoing rights Indebtedness; provided further, however, that the Collateral Agent shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are in addition be deemed to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion have taken possession of the Mortgaged Property in accordance with Bank’s requirements except on the exercise of its option to do so, evidenced by its demand and the terms and conditions of the Loan Documents, Mortgagor overt act for such purpose. It shall not (i) sell, convey, transfer be necessary for the Collateral Agent to institute any type of legal proceedings or encumber take any other action whatsoever to enforce 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish assignment provisions in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentParagraph 3.1.

Assignment of Rents. Mortgagor hereby absolutely grants, transfers, and assigns and transfers sets over to Bank Mortgagee all the leasesright, title and interest in and to, all rents, issues issues, profits and profits privileges (now 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 (collectively “Rents”). Although this assignment is effective immediately, so long as no Default exists, Bank gives to and confers upon Mortgagor but excluding 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 sxx rental of guest rooms in the name ordinary course) 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 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitablewhich may be made or agreed to by Mortgagee, (ii) cause its successors or permit assigns, under the powers herein granted and any transfer tenant or occupant of the Property or any part thereof, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale(“Leases” and each, assignment or other transfer of or the grant of a security interest in and to any Leases. 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“Lease”), an extension or curtailment including without limitation any Leases existing as of the maturity date of this Mortgage (“Existing Leases”), (c) all rights conferred by and pursuant to Act No. 210 of the ObligationsMichigan Public Act of 1953, or other modification as amended, and Act No. 228 of the Note Michigan Public Acts of 1925 as amended, and (d) all proceeds of the foregoing, 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 and is continuing, 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 of Default, Mortgagee may, at its option, remove the Mortgagor as trustee for the collection of the rents and appoint any other person including, but not limited to, itself as a substitute trustee to collect, receive, accept and use all such rents in payment of the obligations secured hereby, in such order as Mortgagee shall elect in its sole discretion, whether or this instrumentnot Mortgagee takes possession of the Property.

Assignment of Rents. Mortgagor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment 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 sxx xxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is curedMortgagor, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx 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 the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. Mortgagor To further secure the Secured Obligations, Trustor does hereby absolutely assigns sell, assign and transfers to Bank transfer unto the Lender all the leases, rents, issues now due and profits which may hereafter become due under or by virtue of the Property any Leases or tenancies (collectively “Rents”"Rents "). Although this assignment 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 sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases whether written or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Propertyverbal, or any part thereof letting of, or interest thereinof any agreement for the sale, whether legal or equitable, (ii) cause or permit any transfer occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether voluntarilyor not with the Lender's approval. The Trustor does hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at any time hereafter, involuntarily and all now due or by operation that may hereafter become due under each and every of lawthe Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on the condition that Lender hereby grants to Trustor a license to collect and retain such Rents (iiibut expressly not including the right to collect any rents more than one (1) enter into month in advance or any agreement or transaction amount to transferprepay, terminate, or accomplish "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Trustor expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in form compliance with the Loan Documents. Such license shall be revocable by Lender without notice to Trustor at any time upon or substance after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Trustor shall deliver to Lender, any and all Rents theretofore collected by Trustor which remain in the possession or control of Trustor and all Leases, and other such agreements. It is the intention of the Trustor to create and grant, and it is the intention of Lender to create and receive, a transferpresent and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, pursuant to California Civil Code Section 2938, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent enforcement, and Lender is not obligated to collect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property without releasing such portion by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the property from powers herein granted to the lien Lender, no liability shall be asserted or enforced against the Lender, all such liability being expressly waived and released by Trustor. Notwithstanding any of the provisions of this Mortgage at the time such property is to be conveyed. A “transfer” section, none of the Property includes: (a) provisions hereof shall cause or effect the direct or indirect sale, transfer or conveyance and assignment of revenues arising from the Property or any portion thereof or interest therein; (b) conduct of Trustor's business on the execution of an installment sale contract or similar instrument affecting all or any portion of the Real Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. Mortgagor Borrower does hereby absolutely assigns assign and transfers to Bank all set over unto the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment is effective immediately, so long Lender 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 sxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 additional security for the Obligationsindebtedness and other items herein secured, (i) to enter upon all rents, issues, profits, income and take possession accounts receivable generated through the use by Borrower or others of all or any part of the Mortgaged Property, (ii) notify tenantsincluding any such rents, subtenants issues, profits, income and accounts receivable of any property manager business activity conducted by Borrower on or through the use of the Mortgaged Property, as well as the proceeds of all the foregoing. Borrower does hereby appoint the Lender its attorney-in-fact to pay Rents to Bank collect said rents, issues, profits, income and accounts receivable with 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, without suit and apply Rentsthe same, less costs and expenses of operation and collection, including attorneys’ fees, to the Obligations said indebtedness, other secured items and repairs, in such order and manner as Bank the Lender may determine or as otherwise provided for herein. Bank’s exercise of any one or more of elect; provided, however, that until there be a default under the foregoing rights shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are 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 Note holder 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 irrevocable and shall be in addition to those terms set forth the other remedies herein provided for in that certain Absolute Assignment event of Lessor’s Interest default and may be put into effect independently of or concurrently with any of said remedies, but no liability shall attach to the Lender for failure or inability to collect any rents, issues, profits, income and accounts receivable herein assigned. Assignment, lien, and power of attorney shall apply to all rents, issues, profits, income, accounts receivable choses in Leases action and Rents executed by Mortgagor to Bank the proceeds of even date herewith. Due on Sale same hereafter accruing from present contracts for deed, purchase agreements, option agreements or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion leases and rentals of the Mortgaged Property in accordance with Bank’s requirements and any business activity conducted from or on the terms Mortgaged Property and from all contracts for deed or purchase agreements, option agreements or leases and rentals and any business activity hereafter made or conducted by the present or any future owners of the Mortgaged Property, and any persons entering into contracts for purchase or sale of the Mortgaged Property shall take subject to all the provisions and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumenthereof.

Assignment of Rents. Mortgagor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively “"Rents”"). Although this assignment 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 sxx xxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is curedMortgagor, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx 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 the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documentsinstance, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyedProperty. A “"transfer” " of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; Property ;and (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Bank’s consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note Notes (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Note Notes or this instrument.

Assignment of Rents. Mortgagor To further secure the Secured Obligations, Borrower does hereby absolutely assigns sell, assign and transfers to Bank transfer unto the Lender all the leases, rents, issues now due and profits which may hereafter become due under or by virtue of the Property any Leases or tenancies (collectively “Rents”"Rents "). Although this assignment 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 sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases whether written or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Propertyverbal, or any part thereof letting of, or interest thereinof any agreement for the sale, whether legal or equitable, (ii) cause or permit any transfer occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether voluntarilyor not with the Lender's approval. The Borrower does hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at any time hereafter, involuntarily and all now due or that may hereafter become due under each and every of the Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on the condition that Lender hereby grants to Borrower a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in compliance with the Loan Documents. Such license shall be revocable by operation Lender without notice to Borrower at any time upon or after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such agreements. It is the intention of the Borrower to create and grant, and it is the intention of Lender to create and receive, a present and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, pursuant to New Hampshire law, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or (iii) enter into from time to time to enforce its rights under this ARTICLE 8 shall not in any agreement or transaction manner prevent its subsequent enforcement, and Lender is not obligated to transfercollect anything hereunder, or accomplish but is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in form or substance a transfer, possession in the absence of the taking of actual possession of the Property without releasing such portion by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the property from powers herein granted to the lien Lender, no liability shall be asserted or enforced against the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this Mortgage at the time such property is to be conveyed. A “transfer” section, none of the Property includes: (a) provisions hereof shall cause or effect the direct or indirect sale, transfer or conveyance and assignment of revenues arising from the Property or any portion thereof or interest therein; (b) conduct of Borrower's business on the execution of an installment sale contract or similar instrument affecting all or any portion of the Real Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. Mortgagor hereby Trustor unconditionally and absolutely assigns to Beneficiary all of Trustor's right, title and transfers to Bank interest in and to: all the leases, subleases, occupancy agreements, licenses, rental contracts and other agreements now or hereafter existing relating to the use or occupancy of the Premises, together with all guarantees, modifications, extensions and renewals thereof; and all rents, issues issues, profits, income and profits proceeds due or to become due from tenants of the Property Premises (collectively “Rents”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 tenants thereunder. Although 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 of herein 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 paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Premises; 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 Premises, lease all or any part of the Premises; and/or 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. 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 2.5 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 Credit Agreement. Notwithstanding that this is an absolute assignment is effective immediatelyof the rents and Leases and not merely the collateral assignment of, so long as no Default existsor the grant of a lien or security interest in the rents and Leases, Bank gives Beneficiary grants to and confers upon Mortgagor the privilege under Trustor a revocable license to collect as they become due, but not prior to accrual, and receive the Rents rents and to demandretain, receive use and enforce paymentenjoy such rents. Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default. Trustor shall apply any rents which it receives to the payment due under the Secured Obligations, give receiptstaxes, releases assessments, water charges, sewer rents and satisfactionsother governmental charges levied, assessed or imposed against the Premises, insurance premiums, and sxx in other obligations of lessor under the name of Mortgagor Leases before using such proceeds for all such Rentsany other purpose. 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, 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 security for the Obligations, [UNLESS APPLICABLE (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Bank’s consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other ObligationsIN WHICH CASE DEFINED TERM "PREMISES" TO BE CHANGED TO "LEASED PREMISES"), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentDELETE IF SITE IS HELD VIA LEASE].

Assignment of Rents. Mortgagor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment 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 sxx in the name of 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 Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is curedMortgagor, 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 security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to 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 Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to the 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. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documentsinstance, 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyedProperty. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer 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; provided, however, that the pledge of Mortgagor’s stock pursuant to that certain First Lien Credit Agreement, among SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation d/b/a SPANISH BROADCASTING SYSTEM OF DELAWARE, INC. (“Guarantor”), as borrower, MXXXXXX LXXXX, PXXXXX XXXXXX & SXXXX, INCORPORATED, as syndication agent, Bank, as documentation agent, LXXXXX COMMERCIAL PAPER INC., as administrative agent and other lenders, as lenders, dated as of June 10, 2005 (as same may be amended, modified, extended or replaced from time to time, the “Senior Credit Facility”) shall not be deemed a transfer; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC stockholders; and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. Notwithstanding anything to the contrary contained herein, Mortgagor may transfer (i) up to forty-nine percent (49%) of the stock of Mortgagor so long as Guarantor owns, directly or indirectly, at least fifty-one percent (51%) of the issued and outstanding shares of Mortgagor and maintains control of the day to day business operations of Mortgagor and so long as Guarantor continues to guaranty the obligations of Mortgagor under the Note, this Mortgage and other Loan Documents, or (ii) subject to the immediately preceding subsection (i), shares of publicly traded stock in Guarantor. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument. Notwithstanding the foregoing Mortgagor may lease the Property to affiliates of Borrower, which lease(s) shall be subordinate to Bank’s rights pursuant to a subordination and attornment agreement in a form acceptable to Bank in its sole and absolute discretion. The terms of such lease(s) shall be subject to Bank’s reasonable approval.

Assignment of Rents. Mortgagor Pursuant to and to the extent permitted by La. R.S. 9:4401 et seq., and as security for the payment and performance of the Notes, the Indebtedness and the obligations set forth in the Loan Documents, Grantor does hereby absolutely assigns and transfers unconditionally assign, transfer and set over to Bank the Collateral Agent all the leases, rents, issues income, receipts, revenues, issues, profits and profits proceeds to be derived from the Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any applicable bankruptcy law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively collectively, the “Rents”). Although this assignment is effective immediately; and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, so long as no Default exists, Bank gives erection or renovation of the Mortgaged Property; subject however to and confers upon Mortgagor a license hereby granted by the privilege under a revocable license Collateral Agent to Grantor to collect as they become dueand receive all of the foregoing (such license evidenced by the Collateral Agent’s acceptance of the Mortgage), but not prior subject to accrualthe terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the Rents assignment in this Paragraph is an absolute, unconditional and to demandpresently effective assignment and not merely a security interest; provided, receive and enforce paymenthowever, give receipts, releases and satisfactions, and sxx in upon the name of 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 Defaulta Default (as hereinafter defined) hereunder or upon the occurrence of any event or circumstance which with the lapse of time or the giving of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, use and Bank benefit of the Collateral Agent and the Collateral Agent shall have the right, in its discretionpower and authority, without notice, by agent whether or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take not it takes possession of the Mortgaged Property, (ii) notify tenantsto seek enforcement of any such lease, subtenants contract or bond and any property manager to pay Rents to Bank or its designeedemand, collect, receive, xxx for 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 Mortgagor, and (iii) recover in its own namename any and all of the above described amounts assigned hereby and to apply the sum(s) collected, sxx for or otherwise collect Rents, including those past duefirst to the payment of expenses incident to the collection of the same, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, the balance to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more payment of the foregoing rights Indebtedness; provided further, however, that the Collateral Agent shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are in addition be deemed to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion have taken possession of the Mortgaged Property in accordance with Bank’s requirements except on the exercise of its option to do so, evidenced by its demand and the terms and conditions of the Loan Documents, Mortgagor overt act for such purpose. It shall not (i) sell, convey, transfer be necessary for the Collateral Agent to institute any type of legal proceedings or encumber take any other action whatsoever to enforce 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, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish assignment provisions in form or substance a transfer, of the Property without releasing such portion of the property from the lien of this Mortgage at the time such property is to be conveyed. A “transfer” of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the transfer (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; (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 be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any Leases. 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), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrumentParagraph 3.1.