Common use of Assignment of Leases and Rents Clause in Contracts

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargainabsolutely and unconditionally assign to Mortgagee, sellMortgagor's right, assign, transfer title and set over unto Mortgagee interest in all current and future Leases and all Rents, it being intended by Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Mortgagee shall not be construed to bind Mortgagee to the rents, fees, issues, profits, revenues, royalties and other income performance of any kind (“of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Mortgagee. Mortgagee shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Mortgaged Property, for any dangerous or defective condition of the Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property. Mortgagor agrees to execute and deliver to Mortgagee such additional instruments, in form and substance satisfactory to Mortgagee, as may hereafter be requested by Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Mortgagee grants to Mortgagor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Mortgagor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Mortgagor herein shall immediately and automatically be revoked, and Mortgagee shall immediately be entitled to possession of all Rents”) which, whether before or after foreclosurenot Mortgagee enters upon or takes control of the Mortgaged Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Mortgagee may, either in person or by agent, without bringing any action or proceeding, or during by a receiver appointed by a court, without the full statutory period necessity of redemption, if any, shall accrue and be owing for the use or occupation taking possession of the Mortgaged Property in its own name, and in addition to and without limiting any of Mortgagee's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee, whether or not Mortgagee has commenced or completed foreclosure or taken possession of the Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Mortgaged Property; (e) lease all or any part thereofof the Mortgaged Property; and/or (f) perform any and all obligations of Mortgagor under the Leases and exercise any and all rights of Mortgagor therein contained to the full extent of Mortgagor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Mortgagee or Mortgagor. So long as no Event of Default exists under this MortgageAt Mortgagee's request, Mortgagor shall have deliver a revocable copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Mortgaged Property. Mortgagor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Mortgagor, to comply with all demands of Mortgagee under this Section 8 and to turn over to Mortgagee on demand all Rents which it receives. Mortgagor hereby acknowledges and agrees that payment of any Rents by a person to Mortgagee as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Mortgagor. Mortgagee is hereby granted and assigned by Mortgagor the right, at its option, upon revocation of the license granted herein, to collectenter upon the Mortgaged Property in person or by agent, but not more than one (1) month without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Mortgagee under the Relevant Documents, at law or in advance equity shall cause Mortgagee to be deemed or construed to be a Mortgagee in possession of the Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any Leaseof the Leases or otherwise. Mortgagor shall, and hereby agrees to indemnify Mortgagee for, and to hold Mortgagee harmless from and against, any and all Rents earned prior claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Mortgagee solely by reason of Mortgagee's status as an assignee pursuant to default. This Mortgage constitutes an absolute, irrevocable, currently effective the assignment of Rents and profitsLeases contained herein, but excluding any claim (a) to the extent caused by Mortgagee's gross negligence or willful misconduct, or (b) to the extent arising solely from Mortgagee's actions after Mortgagee has taken possession of the Mortgaged Property. Should Mortgagee incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Mortgagor shall reimburse Mortgagee therefor immediately upon demand. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power agrees that all Leases shall be subject to the prior written approval of substitution Mortgagee, such approval not to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeunreasonably withheld.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargainabsolutely and unconditionally assign to Mortgagee, sellMortgagor's right, assign, transfer title and set over unto Mortgagee interest in all current and future Leases and all Rents, it being intended by Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Mortgagee shall not be construed to bind Mortgagee to the rents, fees, issues, profits, revenues, royalties and other income performance of any kind (“of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Mortgagee. Mortgagee shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Mortgaged Property, for any dangerous or defective condition of the Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property. Mortgagor agrees to execute and deliver to Mortgagee such additional instruments, in form and substance satisfactory to Mortgagee, as may hereafter be requested by Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Mortgagee grants to Mortgagor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Mortgagor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Mortgagor herein shall immediately and automatically be revoked, and Mortgagee shall immediately be entitled to possession of all Rents”) which, whether before or after foreclosurenot Mortgagee enters upon or takes control of the Mortgaged Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Mortgagee may, either in person or by agent, without bringing any action or proceeding, or during by a receiver appointed by a court, without the full statutory period necessity of redemption, if any, shall accrue and be owing for the use or occupation taking possession of the Mortgaged Property in its own name, and in addition to and without limiting any of Mortgagee's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee, whether or not Mortgagee has commenced or completed foreclosure or taken possession of the Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Mortgaged Property; (e) lease all or any part thereofof the Mortgaged Property; and/or (f) perform any and all obligations of Mortgagor under the Leases and exercise any and all rights of Mortgagor therein contained to the full extent of Mortgagor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Mortgagee or Mortgagor. So long as no Event of Default exists under this MortgageAt Mortgagee's request, Mortgagor shall have deliver a revocable copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Mortgaged Property. Mortgagor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Mortgagor, to comply with all demands of Mortgagee under this Section 8 and to turn over to Mortgagee on demand all Rents which it receives. Mortgagor hereby acknowledges and agrees that payment of any Rents by a person to Mortgagee as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Mortgagor. Mortgagee is hereby granted and assigned by Mortgagor the right, at its option, upon revocation of the license granted herein, to collectenter upon the Mortgaged Property in person or by agent, but not more than one (1) month without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this SECTION 8 nor any other remedies or security interests afforded to Mortgagee under the Relevant Documents, at law or in advance equity shall cause Mortgagee to be deemed or construed to be a Mortgagee in possession of the Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any Leaseof the Leases or otherwise. Mortgagor shall, and hereby agrees to indemnify Mortgagee for, and to hold Mortgagee harmless from and against, any and all Rents earned prior claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Mortgagee solely by reason of Mortgagee's status as an assignee pursuant to default. This Mortgage constitutes an absolute, irrevocable, currently effective the assignment of Rents and profitsLeases contained herein, but excluding any claim (a) to the extent caused by Mortgagee's gross negligence or willful misconduct, or (b) to the extent arising solely from Mortgagee's actions after Mortgagee has taken possession of the Mortgaged Property. Should Mortgagee incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Mortgagor shall reimburse Mortgagee therefor immediately upon demand. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power agrees that all Leases shall be subject to the prior written approval of substitution Mortgagee, such approval not to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeunreasonably withheld.

Assignment of Leases and Rents. Mortgagor hereby assigns to Mortgagee all existing and future leases of the Premises or any portion thereof (aincluding any amendments, renewals, extensions or modifications thereof) As additional and the rents, issues and profits of the Premises (“Accounts”), as further security for the indebtedness secured payment of the Indebtedness, and Mortgagor grants to Mortgagee the right to enter upon and to take possession of the Premises for the purpose of collecting the same and to let the Premises or any portion thereof, and after payment of each cost and expense (including each fee and disbursement of counsel to Mortgagee) incurred by this MortgageMortgagee in such entry and collection, to apply the remainder of the same to the Indebtedness, without affecting its right to maintain any action theretofore instituted, or to bring any action thereafter, to enforce the payment of the Indebtedness. In the event Mortgagee exercises such rights, it shall not thereby be deemed a mortgagee in possession, and it shall not in any way be made liable for any act or omission. No Mortgagor does hereby bargainshall assign such leases, sell, assign, transfer and set over unto Mortgagee all Leases and all the rents, feesissues or profits or any interest therein or grant any similar rights to any other person without Mortgagee’s prior written consent. Mortgagee hereby waives the right to enter upon and to take possession of the Premises for the purpose of collecting said rents, issues, issues and profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license be entitled to collectcollect the same, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after until the occurrence or existence of any Event of Default, which appointment is coupled with an interest and is irrevocablebut such right of Mortgagor may be revoked by Mortgagee upon the occurrence or existence of any Event of Default. Mortgagee mayUpon the occurrence or existence of any Event of Default, at its discretionMortgagor shall pay monthly in advance to Mortgagee, file or to any claim or take any action receiver appointed to collect said rents, issues and enforce profits, a fair and reasonable monthly rental value for the use and occupation of the Premises, and upon default in any such payment shall vacate and surrender the possession of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay the Premises to Mortgagee all Rents upon Mortgagee’s demandor to such receiver, and such Tenants are hereby expressly relieved in default thereof may be evicted by summary proceedings pursuant to Article 7 of the New York Real Property Actions and Proceedings Law. The rights and remedies under this section and any separately recorded assignment of rents and/or leases in favor of Mortgagee shall be cumulative. In the event of any irreconcilable inconsistencies between such agreements and all dutythis section, obligation or liability to Mortgagor in respect the separately recorded assignment of any Rents so paid to Mortgageerents and/or leases shall control.

Assignment of Leases and Rents. All right, title, and interest of Mortgagor in and to all present Leases affecting the Property and including and together with any and all future Leases, written or oral, upon all or any part of the Property and together with all of the rents, income, receipts, revenues, issues, avails and profits from or due or arising out of the Property are hereby transferred and assigned simultaneously herewith to Mortgagee as further security for the payment of the Obligations. All future Leases affecting the Property shall be submitted by Mortgagor to Mortgagee for its approval prior to execution, which approval shall not be unreasonably withheld or delayed. Each Lease, including all future Leases shall be subordinate to this Mortgage, provided that, upon the request of the Mortgagor and the lessee under any such Lease, Mortgagee shall enter into a Subordination, Nondisturbance and Attornment Agreement (or similar agreement) with such lessee in form and substance reasonably satisfactory to Mortgagee, pursuant to which (i) Mortgagee will agree that so long as such Lease shall be in full force and effect and such lessee is not in default thereunder, Mortgagee will not disturb, pursuant to a foreclosure action or otherwise, such lessee's possession under such Lease, and (ii) such lessee shall agree that if Mortgagee or any future holder of this Mortgage shall become the owner of the Property by reason of foreclosure of the Mortgage or otherwise, or if the Property shall be sold as a result of any foreclosure action or deed in lieu thereof, then such lease shall continue in full force and effect as a direct lease between such lessee and the then owner of the Property. Although it is the intention of the parties that the assignment contained in this Section shall be a present and absolute assignment, it is expressly understood and agreed, anything to the contrary notwithstanding, that Mortgagee shall not exercise any of the rights or powers conferred upon it by this Section until an Event of Default shall occur under this Mortgage. From time to time, Mortgagor shall furnish Mortgagee with executed copies of each of the Leases and shall use commercially reasonable efforts to furnish Mortgagee with estoppel letters from each tenant under each of the Leases in a form satisfactory to Mortgagee within thirty (30) days after Mortgagee's written demand. Following the occurrence of an Event of Default (a) As additional security for Mortgagee shall have the indebtedness secured by rights and powers as are provided herein, (b) this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Mortgage shall constitute a direction to each lessee under the Leases and each guarantor thereof to pay all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation Rents directly to Mortgagee without proof of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this MortgageDefault, Mortgagor and (c) Mortgagee shall have a revocable license to collectthe authority, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful 's attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is (such authority being coupled with an interest and is irrevocable), to sign the name of Mortgagor and to bind Mortgagor on all papers and documents relating to the operation, leasing and maintenance of the Property. If Mortgagor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep all of the covenants, provisions and agreements contained in such Lease, then Mortgagee may perform and comply with any such Lease covenants, agreements and provisions. All costs and expenses incurred by Mortgagee in complying with such covenants, agreements, and provisions shall constitute Obligations and shall be payable upon demand with interest at the Default Rate. Mortgagee mayshall not be obligated to perform or discharge any obligation, at its discretion, file duty or liability under any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandLease, and such Tenants are Mortgagor shall and does hereby expressly relieved agree, except to the extent of Mortgagee's gross negligence or willful misconduct, to indemnify and hold Mortgagee harmless of and from any and all dutyliability, obligation loss or liability damage which it may or might incur under any Lease or under or by reason of their assignments and of and from any and all claims and demands whatsoever which may be asserted against it by reason of all alleged obligations or undertakings on its part to Mortgagor perform or discharge any of the terms, covenants or agreements contained in respect such Lease. Should Mortgagee incur any such liability, loss or damage under any Lease or under or by reason of its assignment, or in the defense of any Rents so paid claims or demands, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall, subject to Mortgageethe limitations set forth in Section 5.18 of this Mortgage, be secured hereby. Mortgagor shall reimburse Mortgagee therefor immediately upon demand with interest payable at the Default Rate.

Assignment of Leases and Rents. (a) As additional further security for payment of the indebtedness and performance of the obligations, covenants and agreements secured by this Mortgagehereby, Mortgagor does hereby bargainassigns to Mortgagee, sellto be effective immediately but exercisable on default hereof, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of leases applicable to the Mortgaged Property already in existence and to be created in the future, together with all rents to become due under existing or any part thereof. So long as no Event future leases, all of Default exists under which leases are and shall be subordinate to this Mortgage. In any such case, Mortgagor hereby confers on Mortgagee the exclusive power, to be used or not in its sole discretion, to act as agent, or to appoint a third person to act as agent for Mortgagor, with power to take possession of, and collect all rents arising from, the Mortgaged Property and apply such rents, at the option of Mortgagee, to the payment of the mortgage debt, taxes, costs of maintenance, repairs, expenses incident to managing and other expenses, in such order or priority as Mortgagee may in its sole discretion determine, and to turn any balance remaining over to Mortgagor; but such collection of rents shall have a revocable license to collect, but not more than one (1) month independently from other provisions hereof operate as an affirmance of the tenant or lease in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as the event Mortgagor’s true title to the Mortgaged Property should be acquired by Mortgagee. Mortgagee shall be liable to account only for rents and lawful attorney-in-fact with full power profits actually received by Mortgagee. In exercising any of substitution to demandthe powers of this paragraph, collect Mortgagee may also take possession of, and receive for these purposes use, any and all Rents which may be or become due personal property contained in the Mortgaged Property and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed used by Mortgagor in the rental or leasing thereof. All Leases are and shall be subject and subordinate to pay the provisions and lien of this Mortgage and to Mortgagee all Rents upon Mortgagee’s demandrenewals, modifications, consolidations, replacements and extensions thereof to the full extent of the principal sum secured thereby and interest thereon, and such Tenants are hereby expressly relieved the lien of any this Mortgage is and all duty, obligation or liability shall be prior in lien to Mortgagor in respect the lien of any Rents so paid to Mortgageethe Leases.

Assignment of Leases and Rents. (a) As additional security for This Mortgage constitutes a present, absolute, unconditional and irrevocable assignment of all leases now or hereafter existing and of all of the indebtedness secured by this MortgageRents now or hereafter accruing, Mortgagor does and Mortgagor, without limiting the generality of the Granting Clause hereof, specifically hereby bargainpresently, sellabsolutely, assign, transfer unconditionally and set over unto Mortgagee irrevocably assigns all Leases leases now or hereafter existing and all of the rents, fees, issues, profits, revenues, royalties Rents now or hereafter accruing to Mortgagee. The aforesaid assignment shall be effective immediately upon the execution hereof and other income is not conditioned upon the occurrence of any kind (“Rents”) whichEvent of Default hereunder or any other contingency or event, whether before provided, however, that Mortgagee hereby grants to Mortgagor the right and license to collect and receive the Rents as they become due, and not in advance, so long as no Event of Default exists hereunder. Immediately upon the occurrence of any such Event of Default, the foregoing right and license shall be automatically terminated and of no further force or after foreclosureeffect. Nothing contained in this Section or elsewhere herein shall be construed to make Mortgagee a mortgagee in possession unless and until Mortgagee actually takes possession of the Mortgaged Property, nor to obligate Mortgagee to take any action or during the full statutory period incur any expense or discharge any duty or liability under or in respect of redemption, if any, shall accrue and be owing for the use any leases or occupation of other agreements relating to the Mortgaged Property or any part thereof. So long The foregoing provisions of this Section and Mortgagee’s rights under this Mortgage generally, including, without limitation, under clause (v) of the Granting Clause, are in addition to and not in lieu of Mortgagee’s rights and benefits under Act 210 of the Public Acts of Michigan of 1953, as no amended, and under Act 228 of the Public Acts of Michigan of 1925, as amended. In the event of a sale on foreclosure which shall result in a deficiency, this assignment of leases and rents shall stand as security during any redemption period for the payment of such deficiency. This assignment set forth herein shall include, without limitation an assignment by Mortgagor to Mortgagee, after an Event of Default, of the right, after an Event of Default, to receive and apply the rents, issues, profits, license fees, revenues, charges, accounts and general intangibles arising from the Mortgaged Property located in the State of Michigan, or relating to any business conducted by the Mortgagor thereon, under present or future leases, which are hereby specifically assigned and transferred to the Mortgagor. Mortgagee shall be entitled to all the rights and remedies conferred by MCLA 554.231, et. seq., MCLA 554.211, et. seq. to the extent applicable, and MCLA 554.81, et. seq. Upon the occurrence of an Event of Default exists under this Mortgageand without any action by Mortgagee, Mortgagor shall have a revocable license no further right to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and or otherwise receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Defaultsuch Rents, which appointment is coupled with an interest will be the absolute and is irrevocablesole property of Lender pursuant to those statutes. Mortgagee mayMORTGAGOR HEREBY WAIVES ANY RIGHT TO NOTICE OF ASSIGNMENT OF RENTS, at its discretionOTHER THAN SUCH NOTICE AS MAY OTHERWISE BE REQUIRED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR SUCH NOTICE AS MAY BE PROVIDED IN ACT 210 OF THE PUBLIC ACTS OF MICHIGAN OF 1953 AND ACT 66 OF THE PUBLIC ACTS OF MICHIGAN OF 1956, file any claim or take any action to collect and enforce the payment of RentsEACH AS AMENDED OR SUPERSEDED, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandAND WAIVES ANY RIGHT TO ANY HEARING, and such Tenants are hereby expressly relieved of any and all dutyJUDICIAL OR OTHERWISE, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageePRIOR TO MORTGAGEE’S EXERCISE OF ITS RIGHTS UNDER THIS MORTGAGE AND/OR THE ASSIGNMENT WITH RESPECT TO THE ASSIGNMENT OF RENTS GRANTED TO MORTGAGEE HEREUNDER OR UNDER THE SEPARATE ASSIGNMENT OF RENTS AND LEASES GRANTED TO MORTGAGEE IN CONNECTION WITH THIS MORTGAGE.

Assignment of Leases and Rents. (a) As additional security The Mortgagor grants to the Mortgagee the right to enter upon and to take possession of the Mortgaged Property for the indebtedness secured by this Mortgagepurpose of collecting all Rents, to let the Mortgaged Property or any part thereof and to apply the Rents on account of the Guaranteed Obligations. This assignment and grant shall continue in effect until all of the Guaranteed Obligations are paid and performed in full. For so long as no Event of Default shall exist or be continuing, the Mortgagee hereby waives the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents or letting the Mortgaged Property. The Entity shall, in the event of the occurrence and continuance of any Event of Default, promptly pay the Rents to the Mortgagee, or to any receiver appointed to collect the same. If the Mortgagor does hereby bargain, sell, assign, transfer not surrender possession of the Mortgaged Property in the event of the occurrence and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income continuance of any kind (“Rents”) whichEvent of Default, whether before or after foreclosurethe Entity shall pay monthly in advance to the Mortgagee, or during to any receiver appointed hereunder, the full statutory period of redemptionRents for letting the Mortgaged Property, if any, shall accrue the fair and be owing reasonable rental value for the use or and occupation of the Mortgaged Property or of such part thereof as may be in the possession of the Mortgagor, and upon default in any part thereof. So long as no Event of Default exists under this Mortgage, such payment the Mortgagor shall have vacate and surrender the possession of the Mortgaged Property to the Mortgagee or to such receiver, and upon a revocable license default in vacating and surrendering the same may be evicted by summary or any other available proceedings. The Entity shall (a) perform and observe all of the material covenants and agreements required to collectbe performed or observed by it under each Lease and perform and observe all of its covenants and agreements under the Agency Lease Agreement and (b) enforce the performance and observance of all covenants and agreements required to be performed or observed under each Lease and under the Agency Lease Agreement by the other party thereto. The Mortgagor shall not (i) accept a prepayment of rent under any Lease in excess of rent for one month, but (ii) terminate or cancel any Lease unless the tenant thereunder is in material default thereunder beyond any applicable notice and/or cure periods, (iii) permit the assignment of any Lease or any subletting thereunder or (iv) materially modify or supplement any Lease. The Mortgagor shall not more than one (1) month in advance terminate or cancel the Agency Lease Agreement, assign or modify or supplement the same. The Entity shall promptly forward to the Mortgagee a copy of each notice of default received or forwarded under the Agency Lease Agreement. The Mortgagee shall have, as against any lessee under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorneythe rights set forth in Section 291-in-fact with full power f of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeNew York Real Property Law.

Assignment of Leases and Rents. (a) As additional security for of the indebtedness secured by date of this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto assigns to Mortgagee all Leases its right, title and interest in and to all written and oral leases, whether now in existence or which may hereafter come into existence during the term of this Mortgage, or any extension hereof, covering the Mortgaged Premises or any part thereof (but without an assumption by Mortgagee of liabilities of Mortgagor under any such leases by virtue of this assignment), and Mortgagor hereby assigns to Mortgagee the rents, fees, issues, profits, revenues, royalties issues and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation profits of the Mortgaged Property or any part thereofPremises. So long as no Until the occurrence of an Event of Default exists under this MortgageDefault, Mortgagor shall have a revocable license the right to collectreceive and collect such rents, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents issues and profits. Upon the occurrence of an Event of Default, Mortgagee may elect upon written notice to Mortgagor to receive and collect said rents, issues and profits personally or through a receiver so long as any such Event of Default shall exist and during the pendency of any foreclosure proceedings and during any redemption period, and Mortgagor hereby appoints consents to the appointment of a receiver if believed necessary or desirable by Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power to enforce its rights under this paragraph 16. The collection of substitution rents by Mortgagee shall in no way waive the right of Mortgagee to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after foreclose this Mortgage in the occurrence event of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for of the indebtedness secured by date of this Mortgage, as security in addition to the property described in this Mortgage, the Mortgagor does hereby bargainabsolutely and unconditionally assigns to the Mortgagee all of its right, sell, assign, transfer title and set over unto Mortgagee interest in and to all Leases and any extensions, modifications and renewals thereof together with any and all the rentsguarantees of lessee’s performance thereunder and all credits, feesdeposits, issuesclaims, profitsoptions, revenuespowers, royalties benefits, privileges, and other income of any kind (“Rents”) whichrights arising thereunder, whether before now in existence or after foreclosurewhich may hereafter come into existence during the term of this Mortgage, or during any extension hereof, covering the full statutory period Mortgaged Property, or any part thereof (but without an assumption by the Mortgagee of redemptionliabilities of the Mortgagor under any such Leases by virtue of this assignment), if any, shall accrue and be owing for the use or occupation Mortgagor hereby absolutely and unconditionally assigns to the Mortgagee the Rents and other benefits of the Mortgaged Property now or any part thereofhereafter arising from the Leases to be applied by the Mortgagee in payment of the Debt, and of all other sums payable under this Mortgage. So Notwithstanding the foregoing, so long as no Event of Default exists under this Mortgagedefault shall exist and be continuing hereunder, the Mortgagor shall have a revocable license to collectcollect the Rents (subject to the provisions of this Mortgage). The Mortgagor shall hold the Rents, but not more than one (1) month or an amount sufficient to discharge all current sums due on the Debt, in advance under any Lease, all trust for use in payment of the Debt. The license granted to the Mortgagor to collect the Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be revoked by the Mortgagee upon any default by the Mortgagor under the terms of the Note or become due this Mortgage by giving notice of such revocation to the Mortgagor. Following such notice the Mortgagee may retain and payable by Tenants after apply the occurrence Rents toward payment of any Event of Defaultthe Debt in such order, which appointment is coupled with an interest priority and is irrevocable. Mortgagee mayproportions as the Mortgagee, at in its discretion, file any claim shall deem proper, or take any action to collect the operation, maintenance and enforce repair of the payment Mortgaged Property, irrespective of Rents, either in Mortgagee’s name whether the Mortgagee shall have commenced a foreclosure of this Mortgage or Mortgagor’s name shall have applied or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved arranged for the appointment of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageea receiver.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this MortgageMortgagor hereby absolutely and presently conveys, Mortgagor does hereby bargain, sell, assign, transfer transfers and set over unto assigns to Mortgagee all Leases and all Rents. It is the rentsintention of Xxxxxxxxx that the foregoing assignment constitute a present, feesabsolute assignment of the Leases and Rents and not an assignment for additional security only, issueswhich gives Mortgagee the present right to collect the rents and apply the Rents in partial payment of the Note. Xxxxxxxxx intends that the Leases and Rents be absolutely irrevocably and unconditionally assigned and that they no longer be property of Mortgagor or property of the estate of Mortgagor, profits, revenues, royalties and other income of as defined in 11 X.X.X.xx. 541. If any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation law exists requiring Mortgagee to take actual possession of the Mortgaged Property Premises or any part thereof. So long the Collateral (or some action equivalent to taking possession of the Mortgaged Premises or the Collateral, such as no Event securing the appointment of Default exists under this Mortgagea receiver) in order for Mortgagee to "perfect" or "activate" the right and remedies of Mortgagee, Mortgagor shall have waives the benefit of such law. Subject to the terms of this Mortgage and the Assignment of Leases, Mortgagee grants to Mortgagor a revocable license license, revocable, as hereinafter provided, to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any use the Rents subject to the requirements of this Mortgage and all Rents which may be or become due and payable by Tenants after the Assignment of Leases. Upon the occurrence of any Event of DefaultDefault (as defined below), the license granted to Mortgagor herein shall, at Mortgagee's election, be revoked by Mortgagee, and Mortgagee shall immediately be entitled to possession of all Rents collected thereafter (including Rents past due and unpaid) whether or not Mortgagee enters upon or takes control of the Mortgaged Premises. Upon such a revocation of the license granted herein, Mortgagee promptly shall provide Mortgagor with written notice of same. Any Rents collected by Xxxxxxxxx from and after the date on which appointment is coupled with an interest and is irrevocableEvent of Default occurred shall be held by Mortgagor in trust for Mortgagee. Mortgagee mayis hereby granted and assigned by Xxxxxxxxx the right, at its discretionoption, file any claim upon revocation of the license granted herein, to enter upon the Mortgaged Premises in person, by agent or take any action by court appointed receiver to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security The Entity and the Agency grant to the Mortgagee the right to enter upon and to take possession of the Mortgaged Property for the indebtedness secured by this Mortgagepurpose of collecting all Rents, Mortgagor does to let the Mortgaged Property or any part thereof and to apply the Rents on account of the Guaranteed Obligations. This assignment and grant shall continue in effect until all of the Guaranteed Obligations are paid and performed in full. For so long as no Event of Default shall exist or be continuing, the Mortgagee hereby bargainwaives the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents or letting the Mortgaged Property. The Entity shall, sell, assign, transfer in the event of the occurrence and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income continuance of any kind (“Rents”) whichEvent of Default, whether before or after foreclosurepromptly pay the Rents to the Mortgagee, or during to any receiver appointed to collect the full statutory period same. If the Entity or the Agency does not surrender possession of redemptionthe Mortgaged Property in the event of the occurrence and continuance of any Event of Default, if anythe Entity shall pay monthly in advance to the Mortgagee, shall accrue or to any receiver appointed hereunder, the Rents for letting the Mortgaged Property, the fair and be owing reasonable rental value for the use or and occupation of the Mortgaged Property or of such part thereof as may be in the possession of the Entity and/or the Agency, and upon default in any part thereofsuch payment the Entity and the Agency shall vacate and surrender the possession of the Mortgaged Property to the Mortgagee or to such receiver, and upon a default in vacating and surrendering the same may be evicted by summary or any other available proceedings. So long as no Event The Entity shall (a) perform and observe all of Default exists the material covenants and agreements required to be performed or observed by it under each Lease and perform and observe all of its covenants and agreements under the Agency Lease Agreement and (b) enforce the performance and observance of all covenants and agreements required to be performed or observed under each Lease and under the Agency Lease Agreement by the other party thereto. The Entity or the Agency shall not (i) accept a prepayment of rent under any Lease in excess of rent for one month, (ii) terminate or cancel any Lease unless the tenant thereunder is in material default thereunder beyond any applicable notice and/or cure periods, (iii) permit the assignment of any Lease or any subletting thereunder or (iv) materially modify or supplement any Lease. The Entity or the Agency shall not terminate or cancel the Agency Lease Agreement, assign or modify or supplement the same, provided that nothing contained herein shall restrict the right of the Agency to terminate the Agency Lease Agreement or to exercise its right to reconvey its interest in the Mortgaged Property to the Entity (subject to the lien of this Mortgage) upon the occurrence of an event of default under the Agency Lease Agreement. The Entity shall promptly forward to the Mortgagee a copy of each notice of default received or forwarded under the Agency Lease Agreement. The Mortgagee shall have, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance as against any lessee under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorneythe rights set forth in Section 291-in-fact with full power f of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeNew York Real Property Law.

Assignment of Leases and Rents. (aa)Mortgagor hereby irrevocably and absolutely grants, transfers and assigns all of its right, title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Secured Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. All Leases entered into by Mortgagor after the date hereof shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.06(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment establish, subject to Section 1.06(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.06(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the Mortgaged Property personally or by receiver as provided herein) As additional security operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.06(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the indebtedness secured by this Mortgage, operation and maintenance thereof. Mortgagor does hereby bargain, sell, assign, transfer irrevocably authorizes and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemptiondirects each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall accrue have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Mortgaged Property. In addition, so long as it does not enter or take actual possession of the Mortgaged Property, Mortgagee shall not be owing responsible or liable for performing any of the use obligations of the landlord under any Lease, for any waste by any tenant, or occupation others, for any dangerous or defective conditions of any of the Mortgaged Property, for negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any part thereofother act or omission by any other person. So long as no Event of Default exists under this Mortgage, Mortgagor shall have furnish to Mortgagee, within 30 days after a revocable license request by Mortgagee to collectdo so, but not more than one (1) month in advance under a written statement containing the names of all tenants, subtenants and concessionaires of the Premises or Improvements, the terms of any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents the space occupied and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and the rentals and/or other amounts payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethereunder.

Assignment of Leases and Rents. (a) As additional Mortgagor hereby assigns to Mortgagee the Rents and all of Mortgagor's rights in and under all Leases as further security for the indebtedness secured payment of the Indebtedness and the performance of the Obligations, and Mortgagor grants to Mortgagee the right, subject to and to the fullest extent permitted by this Mortgagelaw, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all to enter the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing Mortgaged Property for the use or occupation purpose of collecting the same and to let the Mortgaged Property or any part thereof, and to apply the Rents on account of the Indebtedness and Obligations. So long The foregoing assignment and grant is present and absolute (and not only as no Event collateral) and shall continue in effect until the Indebtedness and all of Default exists under this Mortgagethe Obligations are fully paid and performed, but Mortgagee hereby waives the right to enter the Mortgaged Property for the purpose of collecting the Rents, and Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Leasereceive, all use and retain the Rents earned prior unless an Event of Default has occurred and for so long as such Event of Default continues; such right of Mortgagor to default. This Mortgage constitutes an absolutecollect, irrevocablereceive, currently effective assignment of use and retain the Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable revoked by Tenants after Mortgagee upon the occurrence and during the continuance of any Event of DefaultDefault by giving not less than two (2) days' written notice of such revocation to Mortgagor. In the event such notice is given, which appointment is coupled with an interest and is irrevocable. Mortgagee mayMortgagor shall pay over to Mortgagee, at its discretion, file or to any claim or take any action receiver appointed to collect and enforce the payment of Rents, either any lease security deposits, and shall pay monthly in advance to Mortgagee’s name , or to any such receiver, the fair and reasonable rental value as determined by Mortgagee for the use and occupancy of such part of the Mortgaged Property as may be in the possession of Mortgagor or any affiliate of Mortgagor’s name , and upon default in any such payment Mortgagor and any such affiliate will vacate and surrender the possession of the Mortgaged Property to Mortgagee or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Tenants are hereby expressly authorized Mortgagor shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for security deposits and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandestimated payments of percentage rent, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeif any).

Assignment of Leases and Rents. (a) As additional security for This Mortgage constitutes a present, absolute, unconditional and irrevocable assignment of all leases now or hereafter existing and of all of the indebtedness secured by this MortgageRents now or hereafter accruing, Mortgagor does and Mortgagor, without limiting the generality of the Granting Clause hereof, specifically hereby bargainpresently, sellabsolutely, assign, transfer unconditionally and set over unto Mortgagee irrevocably assigns all Leases leases now or hereafter existing and all of the rents, fees, issues, profits, revenues, royalties Rents now or hereafter accruing to Mortgagee. The aforesaid assignment shall be effective immediately upon the execution hereof and other income is not conditioned upon the occurrence of any kind (“Rents”) whichEvent of Default hereunder or any other contingency or event, whether before provided, however, that Mortgagee hereby grants to Mortgagor the right and license to collect and receive the Rents as they become due, and not in advance, so long as no Event of Default exists hereunder. Immediately upon the occurrence of any such Event of Default, the foregoing right and license shall be automatically terminated and of no further force or after foreclosureeffect. Nothing contained in this Section or elsewhere herein shall be construed to make Mortgagee a mortgagee in possession unless and until Mortgagee actually takes possession of the Mortgaged Property, nor to obligate Mortgagee to take any action or during the full statutory period incur any expense or discharge any duty or liability under or in respect of redemption, if any, shall accrue and be owing for the use any leases or occupation of other agreements relating to the Mortgaged Property or any part thereof. So long The foregoing provisions of this Section and Mortgagee’s rights under this Mortgage generally, including, without limitation, under clause (v) of the Granting Clause, are in addition to and not in lieu of Mortgagee’s rights and benefits under Act 210 of the Public Acts of Michigan of 1953, as no amended, and under Act 228 of the Public Acts of Michigan of 1925, as amended. In the event of a sale on foreclosure which shall result in a deficiency, this assignment of leases and rents shall stand as security during any redemption period for the payment of such deficiency. This assignment set forth herein shall include, without limitation an assignment by Mortgagor to Mortgagee of the right, after an Event of Default, to receive and apply the rents, issues, profits, license fees, revenues, charges, accounts and general intangibles arising from the Mortgaged Property located in the State of Michigan, or relating to any business conducted by the Mortgagor thereon, under present or future leases, which are hereby specifically assigned and transferred to the Mortgagor. Mortgagee shall be entitled to all the rights and remedies conferred by MCLA 554.231, et. seq., MCLA 554.211, et. seq. to the extent applicable, and MCLA 554.81, et. seq. Upon the occurrence of an Event of Default exists under this Mortgageand without any action by Mortgagee, Mortgagor shall have a revocable license no further right to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and or otherwise receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Defaultsuch Rents, which appointment is coupled with an interest will be the absolute and is irrevocablesole property of Lender pursuant to those statutes. Mortgagee mayMORTGAGOR HEREBY WAIVES ANY RIGHT TO NOTICE OF ASSIGNMENT OF RENTS, at its discretionOTHER THAN SUCH NOTICE AS MAY OTHERWISE BE REQUIRED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR SUCH NOTICE AS MAY BE PROVIDED IN ACT 210 OF THE PUBLIC ACTS OF MICHIGAN OF 1953 AND ACT 66 OF THE PUBLIC ACTS OF MICHIGAN OF 1956, file any claim or take any action to collect and enforce the payment of RentsEACH AS AMENDED OR SUPERSEDED, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandAND WAIVES ANY RIGHT TO ANY HEARING, and such Tenants are hereby expressly relieved of any and all dutyJUDICIAL OR OTHERWISE, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageePRIOR TO MORTGAGEE’S EXERCISE OF ITS RIGHTS UNDER THIS MORTGAGE AND/OR THE ASSIGNMENT WITH RESPECT TO THE ASSIGNMENT OF RENTS GRANTED TO MORTGAGEE HEREUNDER OR UNDER THE SEPARATE ASSIGNMENT OF RENTS AND LEASES GRANTED TO MORTGAGEE IN CONNECTION WITH THIS MORTGAGE.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgagepayment of the Indebtedness, Mortgagor does hereby bargain, sell, assignassign and transfer unto Mortgagee, transfer its successors and set over unto Mortgagee assigns, all Leases of the leases which now or hereafter may affect the Mortgaged Property, or any part thereof, during the term of this Mortgage and all of the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) whichnow due and which may hereafter become due under or by virtue of any lease or agreement, whether written or verbal, for the use or occupancy of the Mortgaged Property, or any part thereof, whether presently existing or entered into at any time during the term of this Mortgage, whether before or after foreclosure, foreclosure or during the full statutory period of redemption. It is the expressed intention of Mortgagor and Mortgagee to establish an absolute transfer and assignment of all such leases and agreements and all of the rents, if any, shall accrue profits and be owing for the use or occupation other income of any kind from the Mortgaged Property or any part thereof. So long as no unto Mortgagee, its successors and assigns, and Mortgagor does hereby appoint irrevocably Mortgagee its true and lawful attorney in its name and stead, which appointment is coupled with an interest, to collect all of said rents, profits and other income; provided that, unless and until an Event of Default exists Default, as herein defined, occurs under this Mortgage, Mortgagor shall have a revocable license the right to collectcollect and retain said rents, but not more than one (1) month in advance under any Lease, all Rents earned prior to defaultprofits and other income. This Mortgage constitutes an absolute, irrevocable, currently effective The assignment of Rents rents shall be effective until the payment of all money secured by this Mortgage, or in the event of foreclosure, until the period of redemption expires. Regardless of the extinguishment of the debt by a foreclosure sale, this benefit shall continue for the benefit of the purchaser at such sale. The entering upon and profits. Mortgagor hereby appoints taking possession of the Mortgaged Property and the collection of such rents, profits and other income shall not cure or waive any defaults under this Mortgage nor in any way operate to prevent Mortgagee as Mortgagor’s true and lawful attorneyfrom pursuing any other remedy which it may now or hereafter have under the terms of this Mortgage nor shall it in any way be deemed to constitute Mortgagee a mortgagee-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageepossession.

Assignment of Leases and Rents. (a) As additional Mortgagor hereby assigns to Mortgagee the Leases and Rents as further security for the indebtedness secured by this Mortgagepayment of and performance of the Obligations, and Mortgagor does hereby bargain, sell, assign, transfer and set over unto grants to Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during right to enter the full statutory period of redemption, if any, shall accrue and be owing Mortgaged Property for the use or occupation purpose of collecting the same and to let the Mortgaged Property or any part thereof, and to apply the Rents on account of the Obligations. So long as no Event The foregoing assignment and grant is present and absolute and shall continue in effect until the Obligations are fully paid and performed, but Mortgagee hereby waives the right to enter the Mortgaged Property for the purpose of Default exists under this Mortgage, collecting the Rents and Mortgagor shall have a revocable license and be entitled to collect, but not more than one (1) month in advance under any Leasereceive, all use and retain the Rents earned prior until the occurrence of an Event of Default, such right of Mortgagor to default. This Mortgage constitutes an absolutecollect, irrevocablereceive, currently effective assignment of use and retain the Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable revoked by Tenants after Mortgagee upon the occurrence and during the continuance of any Event of DefaultDefault under this Mortgage by giving not less than ten days’ written notice of such revocation to Mortgagor; in the event such notice is given, which appointment is coupled with an interest and is irrevocable. Mortgagee mayMortgagor shall pay over to Mortgagee, at its discretion, file or to any claim or take any action receiver appointed to collect and enforce the payment of Rents, either any lease security deposits, and shall pay monthly in advance to Mortgagee’s name , or to any such receiver, the fair and reasonable rental value as determined by Mortgagee for the use and occupancy of such part of the Mortgaged Property as may be in the possession of Mortgagor or any affiliate of Mortgagor’s name , and upon default in any such payment Mortgagor and any such affiliate will vacate and surrender the possession of the Mortgaged Property to Mortgagee or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to has not affirmatively done any act which would prevent Mortgagee all Rents upon Mortgagee’s demandfrom, and such Tenants are hereby expressly relieved or limit Mortgagee in, acting under any of any and all duty, obligation or liability to Mortgagor in respect the provisions of any Rents so paid to Mortgageethe foregoing assignment.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargainabsolutely and unconditionally assign to Mortgagee, sellall of Mortgagor's right, assign, transfer title and set over unto Mortgagee interest in all current and future Leases and all Rents, it being intended by Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Mortgagee shall not be construed to bind Mortgagee to the rents, fees, issues, profits, revenues, royalties and other income performance of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property covenants, conditions or provisions contained in any part thereofsuch Lease or otherwise impose any obligation upon Mortgagee. So long Mortgagor agrees to execute and deliver to Mortgagee such additional instruments, in form and substance satisfactory to Mortgagee, as no Event may hereafter be requested by Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of Default exists under this Mortgageparagraph, Mortgagee grants to Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, operate and manage the Property and to collect the Rents. Mortgagor shall cause all Rents earned prior to defaultbe deposited into the Collection Account in accordance with the terms of the Loan Agreement. This Mortgage constitutes Upon the occurrence and continuance of an absoluteEvent of Default (as hereinafter defined), irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to without the need for notice or demand, collect the license granted to Mortgagor herein shall automatically be revoked, and receive any and Mortgagee shall immediately be entitled to possession of all Rents which may be Rents, whether or become due and payable by Tenants after not Mortgagee enters upon or takes control of the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocableProperty. Mortgagee mayis hereby granted and assigned by Mortgagor the right, at its discretionoption, file any claim upon revocation of the license granted herein, to enter upon the Property in person, by agent or take any action by court-appointed receiver to collect and enforce the payment Rents. Any Rents collected after the revocation of Rents, either the license shall be applied in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved accordance with Section 2.6 of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethe Loan Agreement.

Assignment of Leases and Rents. i)Mortgagor hereby irrevocably and absolutely grants, transfers and assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment establish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (awith or without first taking possession of any of the Mortgaged Property personally or by receiver as provided herein) As additional security operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the indebtedness secured by this Mortgage, operation and maintenance thereof. Mortgagor does hereby bargain, sell, assign, transfer irrevocably authorizes and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemptiondirects each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall accrue have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Mortgaged Property. In addition, Mortgagee shall not be owing responsible or liable for performing any of the use obligations of the landlord under any Lease, for any waste by any tenant, or occupation others, for any dangerous or defective conditions of any of the Mortgaged Property, for negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any part thereofother act or omission by any other person. So long as no an Event of Default exists under this Mortgageshall have occurred and be continuing, Mortgagor shall have furnish to Mortgagee, within 30 days after a revocable license request by Mortgagee to collectdo so, but not more than one (1) month in advance under a written statement containing the names of all tenants, subtenants and concessionaires of the Premises or Improvements, the terms of any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents the space occupied and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and the rentals and/or other amounts payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethereunder.

Assignment of Leases and Rents. (a) As additional security for a)As of the indebtedness secured by date of this Mortgage, as security in addition to the property described in this Mortgage, the Mortgagor does hereby bargainabsolutely and unconditionally assigns to the Mortgagee all of its right, sell, assign, transfer title and set over unto Mortgagee interest in and to all Leases and any extensions, modifications and renewals thereof together with any and all the rentsguarantees of lessee’s performance thereunder and all credits, feesdeposits, issuesclaims, profitsoptions, revenuespowers, royalties benefits, privileges, and other income of any kind (“Rents”) whichrights arising thereunder, whether before now in existence or after foreclosurewhich may hereafter come into existence during the term of this Mortgage, or during any extension hereof, covering the full statutory period Mortgaged Property, or any part thereof (but without an assumption by the Mortgagee of redemptionliabilities of the Mortgagor under any such Leases by virtue of this assignment), if any, shall accrue and be owing for the use or occupation Mortgagor hereby absolutely and unconditionally assigns to the Mortgagee the Rents and other benefits of the Mortgaged Property now or any part thereofhereafter arising from the Leases to be applied by the Mortgagee in payment of the Debt, and of all other sums payable under this Mortgage. So Notwithstanding the foregoing, so long as no Event of Default exists under this Mortgagedefault shall exist and be continuing hereunder, the Mortgagor shall have a revocable license to collectcollect the Rents (subject to the provisions of this Mortgage). The Mortgagor shall hold the Rents, but not more than one (1) month or an amount sufficient to discharge all current sums due on the Debt, in advance under any Lease, all trust for use in payment of the Debt. The license granted to the Mortgagor to collect the Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be revoked by the Mortgagee upon any default by the Mortgagor under the terms of the Note or become due this Mortgage by giving notice of such revocation to the Mortgagor. Following such notice the Mortgagee may retain and payable by Tenants after apply the occurrence Rents toward payment of any Event of Defaultthe Debt in such order, which appointment is coupled with an interest priority and is irrevocable. Mortgagee mayproportions as the Mortgagee, at in its discretion, file any claim shall deem proper, or take any action to collect the operation, maintenance and enforce repair of the payment Mortgaged Property, irrespective of Rents, either in Mortgagee’s name whether the Mortgagee shall have commenced a foreclosure of this Mortgage or Mortgagor’s name shall have applied or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved arranged for the appointment of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageea receiver.

Assignment of Leases and Rents. In consideration of the making and continuing of the Loans by Mortgagee to Mortgagor, the sum of Ten and No/100 Dollars (a) As additional security for $10.00), and other good and valuable consideration, the indebtedness secured by this Mortgagereceipt and sufficiency of which are hereby acknowledged, Mortgagor does hereby bargain, sell, assign, transfer absolutely and set over unto Mortgagee all unconditionally assigns the Leases and Rents to Mortgagee. This assignment is, and is intended to be, an unconditional, absolute and present assignment from Mortgagor to Mortgagee of all of Mortgagor's right, title and interest in and to the rents, fees, issues, profits, revenues, royalties Leases and other income the Rents and not an assignment in the nature of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation a pledge of the Mortgaged Property Leases and Rents or any part thereofthe mere grant of a security interest therein. So long as no Event Default shall exist, however, and so long as Mortgagor is not in default in the performance of Default exists under this Mortgageany obligation, covenant or agreement contained in the Leases, Mortgagor shall have a revocable license (which license shall terminate automatically and without notice upon the occurrence of a Default or a default by Mortgagor under the Leases) to collect, but not more than one (1) month prior to accrual, all Rents. Mortgagor agrees to collect and hold all Rents in advance under trust for Mortgagee and to use the Rents for the payment of the cost of operating and maintaining the Property and for the payment of the other Obligations before using the Rents for any other purpose. The assignment of Lease and Rents contained herein shall not constitute Mortgagee's consent to any Lease, all Rents earned any such Lease entered into without Mortgagee's prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment written consent constituting a Transfer for purposes of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power Section 5.2 of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethis Mortgage.

Assignment of Leases and Rents. (a) As additional security Mortgagor hereby unconditionally and absolutely grants, transfers and assigns unto Mortgagee all rents, royalties, issues, profits, proceeds of sales, and income now or hereafter due or payable for the indebtedness secured occupancy or use of the Property or any portion thereof, and all insurance proceeds and insurance premium refunds, condemnation awards, tax refunds and abatements, damage awards and other payments of any kind due or payable or to become due or payable to the Mortgagor with respect to the Property and all amounts paid by tenants with respect to Leases whether in consideration of surrender or cancellation or otherwise (“Rents”), and all Leases, whether written or oral, with all security therefor, including all guaranties thereof, now or hereafter affecting the Property; reserving unto Mortgagor, however, a license to collect and retain such Rents prior to the occurrence of any Event of Default. Such license shall be revocable by Mortgagee without notice to Mortgagor at any time after the occurrence of an Event of Default. Mortgagor represents that the Rents and the Leases have not been heretofore sold, assigned, transferred or set over by any instrument now in force and will not at any time during the life of this Mortgageassignment be sold, assigned, transferred or set over by Mortgagor does hereby bargain, or by any person or persons whomsoever; and Mortgagor has good right to sell, assign, transfer and set over unto the same and to grant to and confer upon Mortgagee all Leases the rights, interest, powers and all authorities herein granted and conferred. Failure of Mortgagee at any time or from time to time to enforce the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profitsLeases under this Section shall not in any manner prevent its subsequent enforcement, and Mortgagee is not obligated to collect anything hereunder, but is accountable only for sums actually collected. The assignment contained in this Section 8.1 is an actual and present assignment, subject to the foregoing license granted to Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all retain such Rents which may be or become due and payable by Tenants after prior to the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for This Mortgage constitutes a present, absolute, unconditional and irrevocable assignment of all leases now or hereafter existing and of all of the indebtedness secured by this MortgageRents now or hereafter accruing, Mortgagor does and Mortgagor, without limiting the generality of the Granting Clause hereof, specifically hereby bargainpresently, sellabsolutely, assign, transfer unconditionally and set over unto Mortgagee irrevocably assigns all Leases leases now or hereafter existing and all of the rents, fees, issues, profits, revenues, royalties Rents now or hereafter accruing to Mortgagee. The aforesaid assignment shall be effective immediately upon the execution hereof and other income is not conditioned upon the occurrence of any kind (“Rents”) whichEvent of Default hereunder or any other contingency or event, whether before provided, however, that Mortgagee hereby grants to Mortgagor the right and license to collect and receive the Rents as they become due, and not in advance, so long as no Event of Default exists hereunder. Immediately upon the occurrence of any such Event of Default, the foregoing right and license shall be automatically terminated and of no further force or after foreclosureeffect. Nothing contained in this Section or elsewhere herein shall be construed to make Mortgagee a mortgagee in possession unless and until Mortgagee actually takes possession of the Mortgaged Property, nor to obligate Mortgagee to take any action or during the full statutory period incur any expense or discharge any duty or liability under or in respect of redemption, if any, shall accrue and be owing for the use any leases or occupation of other agreements relating to the Mortgaged Property or any part thereof. So long The foregoing provisions of this Section and Mortgagee’s rights under this Mortgage generally, including, without limitation, under clause (v) of the Granting Clause, are in addition to and not in lieu of Mortgagee’s rights and benefits under Act 210 of the Public Acts of Michigan of 1953, as no amended, and under Act 228 of the Public Acts of Michigan of 1925, as amended. In the event of a sale on foreclosure which shall result in a deficiency, this assignment of leases and rents shall stand as security during any redemption period for the payment of such deficiency. This assignment set forth herein shall include, without limitation an assignment by Mortgagor to Mortgagee of the right, after an Event of Default, to receive and apply the rents, issues, profits, license fees, revenues, charges, accounts and general intangibles arising from the Mortgaged Property located in the State of Michigan, or relating to any business conducted by the Mortgagor thereon, under present or future leases, which are hereby specifically assigned and transferred to the Mortgagor. Mortgagee shall be entitled to all the rights and remedies conferred by MCLA 554.231, et. seq., MCLA 554.211, et. seq. to the extent applicable, and MCLA 565.81, et. seq. Upon the occurrence of an Event of Default exists under this Mortgageand without any action by Mortgagee, Mortgagor shall have a revocable license no further right to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and or otherwise receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Defaultsuch Rents, which appointment is coupled with an interest will be the absolute and is irrevocablesole property of Lender pursuant to those statutes. Mortgagee mayMORTGAGOR HEREBY WAIVES ANY RIGHT TO NOTICE OF ASSIGNMENT OF RENTS, at its discretionOTHER THAN SUCH NOTICE AS MAY OTHERWISE BE REQUIRED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR SUCH NOTICE AS MAY BE PROVIDED IN ACT 210 OF THE PUBLIC ACTS OF MICHIGAN OF 1953 AND ACT 66 OF THE PUBLIC ACTS OF MICHIGAN OF 1956, file any claim or take any action to collect and enforce the payment of RentsEACH AS AMENDED OR SUPERSEDED, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandAND WAIVES ANY RIGHT TO ANY HEARING, and such Tenants are hereby expressly relieved of any and all dutyJUDICIAL OR OTHERWISE, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageePRIOR TO MORTGAGEE’S EXERCISE OF ITS RIGHTS UNDER THIS MORTGAGE AND/OR THE ASSIGNMENT WITH RESPECT TO THE ASSIGNMENT OF RENTS GRANTED TO MORTGAGEE HEREUNDER OR UNDER THE SEPARATE ASSIGNMENT OF RENTS AND LEASES GRANTED TO MORTGAGEE IN CONNECTION WITH THIS MORTGAGE.

Assignment of Leases and Rents. (a) As additional security for Subject to any sale, assignment, ------------------------------ transfer or set over made as a part of any of the indebtedness secured by this MortgagePermitted Encumbrances, Mortgagor does hereby bargainsells, sellassigns, assign, transfer transfers and set sets over unto to Mortgagee all Leases leases now or hereafter affecting the Mortgaged Premises and all the rents, fees, issues, profits, revenues, royalties and profits or other income of any kind or payments due or to become due (“Rents”the "Rent Assignment") whichwith respect to the Mortgaged Premises, whether before or after foreclosure, foreclosure or during any redemption period, including the full statutory period of redemptiondeficiency in repayment, if any, shall accrue and be owing during any receivership created hereunder as additional security for the use or occupation repayment of the Mortgaged Property or Note and all other Liabilities including any part thereof. So long as no Event of Default exists under other indebtedness and covenants herein contained, and Mortgagor hereby further agrees that Mortgagee shall have the power, pursuant to this Mortgage, Mortgagor shall have a revocable license irrevocably to collectmanage, but not more than one (1) month in advance under any Lease, all Rents earned prior control and lease the Mortgaged Premises to defaultthe fullest extent permitted by law. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after Upon the occurrence of any an Event of Default, which appointment Mortgagee shall have the remedies set forth herein. The covenants of this paragraph shall run with the land, and be valid against Mortgagor or those claiming by, under or through Mortgagor, from the date of recording this Mortgage. This Rent Assignment shall continue to be operative during the period of any foreclosure or other action to enforce this Mortgage, during any receivership created hereunder and during the period of redemption including the period of deficiency in the repayment of the amounts secured hereby. Mortgagor acknowledges that this Rent Assignment is coupled with an interest given as collateral security only and is irrevocableshall not be construed as obligating Mortgagee to perform any of the covenants or undertakings required to be performed by Mortgagor that are contained in any such assigned leases. In the event of surrender or taking possession of the Mortgaged Premises by Mortgagee mayupon Mortgagor's default, at Mortgagee may collect the rents and income therefrom, rent or lease the Mortgaged Premises or any portion thereof upon such terms and conditions as Mortgagee may deem, in its sole discretion, file any claim or take any action advisable and apply all proceeds derived therefrom to collect and enforce the payment of Rentsprincipal and interest on the Note or to other costs and expenses relating to the Mortgaged Premises including, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized but not limited to taxes, insurance premiums, repairs and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, preservation costs and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeexpenses.

Assignment of Leases and Rents. The Grantor hereby assigns to the Mortgagee all Leases, rents, issues and profits (acollectively the "Rents") As additional relating to or arising out of or from the Mortgaged Property as further security for the indebtedness payment of the Secured Indebtedness secured by this Mortgagehereby, Mortgagor does hereby bargainand the Grantor grants to the Trustee and Mortgagee the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents and to let the Mortgaged Property or any part thereof, selland to apply the Rents after payment of all necessary charges and expenses, assign, transfer and set over unto Mortgagee all on account of the Secured Indebtedness. The assignments of the Leases and all Rents are and shall be present, absolute and irrevocable assignments and not merely the rentspassing of a security interest and such assignments shall continue in effect until the Bank Credit Termination Date or until this Mortgage is otherwise discharged and released in accordance with the terms of the Credit Agreement; provided however, feesfor so long as no Event of Default exists, issues, profits, revenues, royalties the Trustee and other income Mortgagee hereby waive the right to enter upon and to take possession of any kind (“the Mortgaged Property for the purpose of collecting the Rents and further grant to Grantor a revocable license to collect the Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, . Said license shall accrue terminate and be owing for revoked automatically upon the use occurrence of an Event of Default. Grantor shall not, without the written consent of the Mortgagee (i) receive or occupation collect rent from any tenant of the Mortgaged Property or any part thereof. So long as no Event thereof for a period of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under advance, (excluding any Leasesecurity deposits as provided in leases expressly approved by the Mortgagee or otherwise permitted by the Credit Agreement); and (ii) except as expressly permitted by the Credit Agreement, all assign or attempt to assign the Leases or the Rents earned prior to defaultany Person other than Mortgagee. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after Upon the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim Grantor shall pay the Rents or take any action cause the Rents to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so be paid to the Mortgagee, or to any receiver appointed to receive the Rents.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor Xxxxxxxxx does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s 's true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s 's name or Mortgagor’s Xxxxxxxxx's name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor Xxxxxxxxx to pay to Mortgagee all Rents upon Mortgagee’s 's demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for To further secure the indebtedness secured by this Mortgagefull and timely payment of Indebtedness and the full and timely performance and discharge of the Obligations, Mortgagor does hereby bargainsells, sell, assign, transfer assigns and set over transfers unto Mortgagee all of the Leases, together with the Rents now due and which may hereafter become due under or by virtue of any of the Leases, and all rights and remedies conferred by applicable State law, as such may be amended from time to time, it being the intention hereby to establish an absolute and present transfer and assignment of all such Leases and Rents, and all avails thereunder, to Mortgagee; provided, however, the rentsacceptance by Mortgagee of the foregoing assignment, feeswith all of the rights, issuespowers, profitsprivileges and authority so created, revenuesshall not, royalties prior to entry upon and other income taking possession of the Mortgaged Property by Mortgagee, be deemed or construed to constitute Mortgagee a "Mortgagee in Possession," nor thereafter or at any kind (“Rents”) whichtime or in any event obligate Mortgagee to appear in or defend any actions thereunder, whether before or after foreclosureto expend any money, incur any expenses, or during perform or discharge any obligation, duty or liability under the full statutory period Leases or to assume any obligation or responsibility for any security deposits or other deposits delivered to Mortgagor thereunder. So long as no Event of redemptionDefault shall exist, if any, Mortgagee shall accrue and be owing for not demand from any tenants under the use Leases any Rents or occupation monies hereby assigned arising from or out of said Leases or from or out of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, but shall permit the Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Leaseprior to accrual, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of such Rents and profitsenjoy the same; provided that notwithstanding the foregoing, all tenants under the Leases shall comply with any demand for Rents or monies made by Mortgagee without inquiring or investigating as to whether such demand is made in compliance herewith. Mortgagor hereby appoints A demand by Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power to any tenant or purchaser for payment of substitution to demand, collect and receive any and all Rents which may be or become due and payable monies by Tenants after the occurrence reason of any Event of Default, which appointment is coupled with an interest and is irrevocable. Default claimed by Mortgagee may, at its discretion, file any claim or take any action shall be sufficient direction to collect and enforce the payment said tenant to make future payments of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay monies to Mortgagee all Rents upon Mortgagee’s demandwithout the necessity for further consent by, and such Tenants are hereby expressly relieved of any and all dutyor notice to, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeMortgagor.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Assignment of Leases and Rents. Trustor assigns, transfers, and conveys to Lender all of Trustor’s estate, right, title and interest in and to the rentsLeases and Rents and gives to and confers upon Lender the right, feespower and authority to collect the Rents; to give receipts, issuesreleases and satisfactions; to xxx, profitsin the name of Trustor or Lender, revenues, royalties for all Rents; and other income of any kind (“Rents”) which, whether before or after foreclosure, or during to apply the full statutory period of redemption, if any, shall accrue and be owing for Rents to the use or occupation payment of the Mortgaged Property or any part thereofSecured Obligations in such order as Lender shall determine. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby Trustor further irrevocably appoints Mortgagee as Mortgagor’s Lender its true and lawful attorney-in-fact with full power fact, at the option of substitution Lender at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to xxx, in the name of Trustor or Lender, for all Rents. Trustor authorizes and directs the lessees, tenants and occupants to make all payments under the Leases directly to Lender upon written demand by Lender, without further consent of Trustor; provided, however, that Trustor shall have the right to collect such Rents (but not more than one month in advance unless the written approval of Lender is first obtained), and receive any to retain and all enjoy same, so long as a Default shall not have occurred. THE ASSIGNMENT OF THE RENTS MADE IN THIS SECTION IS INTENDED TO BE AN ABSOLUTE, PRESENT ASSIGNMENT FROM TRUSTOR TO LENDER AND NOT MERELY THE PASSING OF A SECURITY INTEREST. Rents which may be or become due and payable by Tenants after the occurrence of collected subsequent to any Event of DefaultDefault shall be applied to the costs, which appointment is coupled with an interest if any, of taking possession and is irrevocable. Mortgagee maycontrol of and managing the Trust Estate and collecting such amounts, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor including to pay reasonable attorney’s fees, receiver’s fees, premiums on receiver’s bonds, costs of repairs to Mortgagee all Rents upon Mortgagee’s demandthe Trust Estate, premiums on insurance policies, taxes, assessments and other charges on the Trust Estate, and such Tenants are hereby expressly relieved the costs of discharging any and all duty, obligation or liability of Trustor with respect to Mortgagor the Leases and to the sums secured by this Deed of Trust, all in respect of any Rents so paid to Mortgageesuch order as Lender may, in its sole discretion, determine.

Assignment of Leases and Rents. i)Mortgagor hereby irrevocably and absolutely grants, transfers and assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment establish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (awith or without first taking possession of any of the Mortgaged Property personally or by receiver as provided herein) As additional security operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the indebtedness secured by this Mortgage, operation and maintenance thereof. Mortgagor does hereby bargain, sell, assign, transfer irrevocably authorizes and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemptiondirects each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall accrue have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Mortgaged Property. In addition, Mortgagee shall not be owing responsible or liable for performing any of the use obligations of the landlord under any Lease, for any waste by any tenant, or occupation others, for any dangerous or defective conditions of any of the Mortgaged Property, for negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any part thereofother act or omission by any other person. So long as no Event of Default exists under this Mortgage, Mortgagor shall have furnish to Mortgagee, within 30 days after a revocable license request by Mortgagee to collectdo so, but not more than one (1) month in advance under a written statement containing the names of all tenants, subtenants and concessionaires of the Premises or Improvements, the terms of any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents the space occupied and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and the rentals and/or other amounts payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethereunder.

Assignment of Leases and Rents. (a) As additional 8.1 Assignment of Leases and Rents. Assignment of Leases and Rents. Pursuant to Section 697.07, Florida Statutes, as further security for the indebtedness secured by this MortgageSecured Obligations, Mortgagor does hereby bargainunconditionally and absolutely grants, transfers and assigns unto Mortgagee all rents, royalties, issues, profits and income ("Rents") now or hereafter due or payable for the occupancy or use of the Property, and all Leases, whether written or oral, with all security therefor, including all guaranties thereof, now or hereafter affecting the Property; reserving unto Mortgagor, however, a license to collect and retain such Rents prior to the occurrence of any Event of Default (and Mortgagee shall not revoke such license prior to the occurrence of any Event of Default). Such license shall be revocable by Mortgagee without notice to Mortgagor at any time after the occurrence of an Event of Default. Mortgagor represents that the Rents and the Leases have not been heretofore sold, assigned, transferred or set over by any instrument now in force and will not at any time during the life of this assignment be sold, assigned, transferred or set over by Mortgagor or by any person or persons whomsoever; and Mortgagor has good right to sell, assign, transfer and set over unto the same and to grant to and confer upon Mortgagee all Leases the rights, interest, powers and all authorities herein granted and conferred. Failure of Mortgagee at any time or from time to time to enforce the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profitsLeases under this Section shall not in any manner prevent its subsequent enforcement, and Mortgagee is not obligated to collect anything hereunder, but is accountable only for sums actually collected. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or The assignment contained in this Section 8.1 is a collateral assignment but will become due and payable by Tenants after absolute upon the occurrence of any an Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. Mortgagor absolutely and ------------------------------ unconditionally collaterally assigns to Mortgagee the rents, issues and profits of the Premises (aother than any PILOT Payments which shall continue to be paid to Agency pursuant to the terms of the Lease) As additional as further security for the indebtedness secured by this Mortgagepayment of the Mortgage Obligations, and Mortgagor does hereby bargain, sell, assign, transfer and set over unto grants to Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during right to enter the full statutory period of redemption, if any, shall accrue and be owing Premises for the use or occupation purpose of collecting the Mortgaged Property same and to let the Premises, or any part thereof, and to apply said rents, issues and profits, after payment of all necessary charges and expenses, on account of the Mortgage Obligations. So long as The collection of rents by Mortgagee shall in no way waive the right of Mortgagee to foreclose this Mortgage upon the occurrence of an Event of Default. This assignment and grant shall continue in effect until the Mortgage Obligations are fully paid and Mortgagee's commitment and right to lend under the Security Agreements is terminated. Mortgagee hereby conditionally waives the right to enter the Premises for the purpose of collecting said rents, issues and profits, and Mortgagor shall be entitled to collect, receive in trust and use said rents, issues and profits for the payment of the Mortgage Obligations. Agency's right to collect said rents, issues and profits, may be revoked by Mortgagee upon the occurrence and during the continuance of one or more Events of Default by giving notice of such revocation to Mortgagor. Agency, at Lessee's cost and expense shall, from time to time after request by Mortgagee, execute, acknowledge and deliver to Mortgagee, in form reasonably satisfactory to Mortgagee, separate assignments confirming the foregoing. Mortgagee shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Mortgagor under any Lease or other agreement affecting all or any part of the Premises, and Mortgagor hereby agrees to indemnify Mortgagee for and hold it harmless from, any and all liability arising from any such Lease or other agreement or any assignments thereof, and no assignment of any such Lease or other agreement shall place the responsibility for the control, care, management or repair of all or any part of the Premises upon Mortgagee, nor make Mortgagee liable for any negligence in the management, operation, upkeep, repair or control of all or any part of the Premises resulting in injury, death or property damage. In addition, after the occurrence of an Event of Default exists and the giving of notice to Agency, Agency will pay monthly in advance to Mortgagee, or to any receiver appointed to collect said rents, issues and profits, and upon default in any such payment will vacate and surrender the possession thereof to Mortgagee or to such receiver, and in default thereof may be evicted by summary or other proceedings. Agency hereby authorizes and directs Lessee or any future tenants or occupants of the Premises upon receipt of Mortgagee of written notice to the effect that Mortgagee is then the holder of the Mortgage Obligations and that Mortgagee elects to require all tenants under the Leases to pay over to Mortgagee all rents, issues and profits arising or accruing under the Leases or from the Premises and to continue to do so until otherwise notified by Mortgagee. Agency shall not collect any of the rents, issues or profits on or after the date on which Mortgagee gives the foregoing notice to the tenants. In addition to the rights which Mortgagee may have herein, in the event of any default under this Mortgage, Mortgagee, at its option, may require Mortgagor shall have a revocable license to collect, but not more than one (1) month pay monthly in advance under to Mortgagee, or any Leasereceiver or trustee appointed to collect the rents, all Rents earned prior issues and profits of the Premises, the fair and reasonable rental value for the use and occupation of such part of the Premises as may be occupied or in the possession of Agency. Upon default in such payment, Agency will vacate and surrender possession of the Premises to defaultMortgagee, or to such receiver or trustee and, in default thereof, Agency may be evicted by summary proceedings or otherwise. This Mortgage constitutes an absoluteAt Mortgagee's request, irrevocable, currently effective assignment of Rents Agency agrees to assign and profits. Mortgagor hereby appoints transfer to Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may subsequent leases upon all or any part of the Premises and to execute and deliver at the request of Mortgagee any such further assurances, continuations and assignments as Mortgagee shall, from time to time, reasonably require. Nothing contained in this Paragraph 36 shall be or become due and payable by Tenants after construed as imposing on Mortgagee any of the occurrence obligations of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and lessor under such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeLeases.

Assignment of Leases and Rents. (a) As Mortgagor acknowledges that, concurrently herewith, Mortgagor has executed and delivered to Mortgagee, as additional security for the indebtedness secured repayment of the Loan, an Assignment of Rents and Leases (“Assignment”) pursuant to which Mortgagor has assigned to Mortgagee interests in the leases of the Premises and the rents and income from the Premises (collectively, the “Rents”). All of the provisions of the Assignment are hereby incorporated herein as if fully set forth at length in the text of this Mortgage. Mortgagor agrees to abide by all of the provisions of the Assignment. Furthermore, Mortgagor absolutely, unconditionally and irrevocably grants, transfers and assigns to Mortgagee, during the continuance of this Mortgage, Mortgagor does hereby bargainall of Mortgagor’s right, selltitle and interest in and to the Rents. Notwithstanding such assignment, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So so long as no Event of Default exists under this Mortgagehas occurred and is continuing, Mortgagor shall have a revocable license the right to collect, but not receive, hold and dispose of the Rents as the same become due and payable, provided that unless Mortgagee otherwise consents in writing: (a) any such Rents paid more than one (1) month 30 days in advance under any Leaseof the date when due shall be delivered to Mortgagee and held by Mortgagee in a cash collateral account, all Rents earned prior to default. This Mortgage constitutes be released and applied on the date when due (or, if an absoluteEvent of Default has occurred and is continuing, irrevocableat such other time or times and in such manner as Mortgagee may determine), currently effective assignment and (b) if an Event of Rents Default has occurred and profits. Mortgagor hereby appoints Mortgagee as is continuing, Mortgagor’s true and lawful attorney-in-fact with full power of substitution right to demand, collect and receive any the Rents shall cease and Mortgagee shall have the sole right, with or without taking possession of the Real Property, to collect all Rents which may be or become Rents, including those past due and payable unpaid. Any such collection of Rents by Tenants after the occurrence of Mortgagee shall not cure or waive any Event of DefaultDefault or notice of default or invalidate any act done pursuant to such notice. Failure or discontinuance of Mortgagee at any time, which appointment is coupled with an interest and is irrevocable. Mortgagee mayor from time to time, at its discretion, file any claim or take any action to collect and enforce the payment Rents shall not in any manner affect the subsequent enforcement by Mortgagee of the right to collect the same. Nothing contained in this Mortgage, nor the exercise of the right by Mortgagee to collect the Rents, either in Mortgagee’s name the absence of the actual taking possession of the Mortgaged Premises following the purchase by Mortgagee at a foreclosure sale or Mortgagor’s name similar acquisition of title, shall be deemed to make Mortgagee a “mortgagee in possession” or otherwise. Tenants are hereby expressly authorized and directed shall be, or be construed to be, an affirmation by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandof, and such Tenants are hereby expressly relieved or an assumption of liability by Mortgagee under, or a subordination of the Lien of this Mortgage to, any and all dutytenancy, obligation lease or liability to Mortgagor in respect of any Rents so paid to Mortgageeoption.

Assignment of Leases and Rents. (a) As additional security for of the indebtedness secured by date of this Mortgage, Mortgagor does hereby bargainassigns, sell, assign, transfer transfers and set over unto conveys to Mortgagee all Leases its right, title and interest in and to all written and oral leases, whether now in existence or which may hereafter come into existence during the term of this Mortgage, or any extension hereof, covering the Mortgaged Premises or any part thereof (but without an assumption by Mortgagee of liabilities of Mortgagor under any such leases by virtue of this assignment), and Mortgagor hereby assigns to Mortgagee the rents, fees, issues, profits, revenues, royalties issues and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation profits of the Mortgaged Property or any part thereofPremises. So long as no Until the occurrence of an Event of Default exists under this MortgageDefault, Mortgagor shall have a revocable license the right to collectreceive and collect such rents, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents issues and profits. Upon the occurrence of an Event of Default, Mortgagee may elect upon written notice to Mortgagor to receive and collect said rents, issues and profits personally or through a receiver so long as any such Event of Default shall exist and during the pendency of any foreclosure proceedings and during any redemption period, and Mortgagor hereby appoints consents to the appointment of a receiver if believed necessary or desirable by Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power to enforce its rights under this paragraph 16. The collection of substitution rents by Mortgagee shall in no way waive the right of Mortgagee to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after foreclose this Mortgage in the occurrence event of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for To further secure the indebtedness secured by this Mortgagefull and timely payment of Indebtedness and the full and timely performance and discharge of the Obligations, Mortgagor does hereby bargainsells, sell, assign, transfer assigns and set over transfers unto Mortgagee all of the Leases, together with the Rents now due and which may hereafter become due under or by virtue of any of the Leases, and all rights and remedies conferred by applicable state law, as such may be amended from time to time, it being the intention hereby to establish an absolute and present transfer and assignment of all such Leases and Rents, and all avails thereunder, to Mortgagee; provided, however, the rentsacceptance by Mortgagee of the foregoing assignment, feeswith all of the rights, issuespowers, profitsprivileges and authority so created, revenuesshall not, royalties prior to entry upon and other income taking possession of the Mortgaged Property by Mortgagee, be deemed or construed to constitute Mortgagee a "Mortgagee in Possession," nor thereafter or at any kind (“Rents”) whichtime or in any event obligate Mortgagee to appear in or defend any actions thereunder, whether before or after foreclosureto expend any money, incur any expenses, or during perform or discharge any obligation, duty or liability under the full statutory period Leases or to assume any obligation or responsibility for any security deposits or other deposits delivered to Mortgagor thereunder. So long as no Event of redemptionDefault shall exist, if any, Mortgagee shall accrue and be owing for not demand from any tenants under the use Leases any Rents or occupation monies hereby assigned arising from or out of said Leases or from or out of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, but shall permit the Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Leaseprior to accrual, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of such Rents and profitsenjoy the same; provided that notwithstanding the foregoing, all tenants under the Leases shall comply with any demand for Rents or monies made by Mortgagee without inquiring or investigating as to whether such demand is made in compliance herewith. Mortgagor hereby appoints A demand by Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power to any tenant or purchaser for payment of substitution to demand, collect and receive any and all Rents which may be or become due and payable monies by Tenants after the occurrence reason of any Event of Default, which appointment is coupled with an interest and is irrevocable. Default claimed by Mortgagee may, at its discretion, file any claim or take any action shall be sufficient direction to collect and enforce the payment said tenant to make future payments of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay monies to Mortgagee all Rents upon Mortgagee’s demandwithout the necessity for further consent by, and such Tenants are hereby expressly relieved of any and all dutyor notice to, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeMortgagor.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional Mortgagor absolutely and unconditionally assigns to Mortgagee the rents, royalties, revenue, income, issues and profits of the Premises as further security for the indebtedness secured by this Mortgagepayment of the Indebtedness, and Mortgagor does hereby bargain, sell, assign, transfer and set over unto grants to Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during right to enter the full statutory period of redemption, if any, shall accrue and be owing Premises for the use or occupation purpose of collecting the Mortgaged Property same and to let the Premises, or any part thereof, and to apply said rents, royalties, revenue, income, issues and profits, after payment of all necessary charges and expenses, on account of the Indebtedness. So This assignment and grant shall continue in effect for so long as this Mortgage has not been satisfied and released pursuant to the terms hereof and of the Credit Agreement. Mortgagee hereby waives the right to enter the Premises for the purpose of collecting said rents, issues and profits, and Mortgagor shall be entitled to collect, receive and use said rents, issues and profits, until the occurrence of one or more Defaults. During the continuance of any Default, the right of Mortgagor to collect, receive and use said rents, royalties, revenue, income, issues and profits, shall be revoked forthwith. Mortgagor shall, from time to time after request by Mortgagee, execute, acknowledge and deliver to Mortgagee, in form reasonably satisfactory to Mortgagee, separate assignments effectuating the foregoing. Neither Mortgagee nor any Lender shall be obligated to perform or discharge any obligation or duty to be performed or discharged by Mortgagor under any Lease or other agreement affecting all or any part of the Premises, and Mortgagor hereby agrees to indemnify Mortgagee and each Lender for and hold it harmless from, any and all liability arising from any such Lease or other agreement or any assignments thereof, and no Event assignment of Default exists under this Mortgageany such Lease or other agreement shall place the responsibility for the control, care, management or repair of all or any part of the Premises upon Mortgagee or any Lender, nor make Mortgagee or any Lender liable for any negligence in the management, operation, upkeep, repair or control of all or any part of the Premises resulting in injury, death or property damage; provided, however, Mortgagor shall have a revocable license no obligation to collectindemnify the Mortgagee or any Lender for its own gross negligence or willful misconduct. In addition, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of a Default and the giving of notice to Mortgagor, Mortgagor will pay monthly in advance to Mortgagee, or to any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action receiver appointed to collect said rents, royalties, revenue, income, issues and enforce profits, the fair and reasonable rental value for the use and occupancy of the Premises or of such part thereof as may be in the possession of Mortgagor, and upon default in any such payment will vacate and surrender the possession thereof to Mortgagee or to such receiver, and in default thereof may be evicted by summary or other proceedings. Without limiting the generality of Rentsany provision of this Paragraph 36, either if a proceeding under Title 11 of the United States Code, as in Mortgagee’s name effect from time to time (the "Bankruptcy Code"), is commenced by or against Mortgagor’s name or otherwise. Tenants are hereby expressly authorized , then, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security interest granted by this Mortgage shall automatically extend to all rents, royalties, revenue, income, issues and directed profits acquired by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, after the commencement of the case and such Tenants are hereby expressly relieved rents, royalties, revenue, income, issues and profits shall constitute cash collateral under Section 363(a) of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethe Bankruptcy Code.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this MortgageMortgagor hereby absolutely unconditionally and irrevocably transfers, Mortgagor does hereby bargainassigns, sell, assign, transfer conveys and set sets over unto Mortgagee all Leases of Mortgagor's right, title and interest in and to all the rentscurrent xxx xxxxxe Leases, fees, issues, profits, revenues, royalties Rents and other income property income, it being intended by Mortgagor that this assignment constitutes a present, absoluxx xxxxxxer and assignment and not an assignment for additional security only. Such assignment to Mortgagee shall not be construed to bind Mortgagee to the performance of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property covenants, conditions or provisions contained in any part thereofLease or otherwise impose any obligation upon Mortgagee. So long Mortgagor agrees to execute and deliver to Mortgagee such adxxxxxxxx instruments, in form and substance satisfactory to Mortgagee, as no Event may hereafter be reasonably requested by Mortgagee to further evidence and confirm such assignment. Subject to the terms of Default exists under this Mortgageparagraph 8 and Section 7.11 of the Credit Agreement, Mortgagee grants to Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior operate and manage the Mortgaged Property and to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of collect the Rents and profitsthe other property income; provided, that Mortgagor shall hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Obligations, in trust for the benefit of Mortgagee for use in the payment of such sums. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after Upon the occurrence of any an Event of Default, which appointment is coupled with an interest the license granted to Mortgagor in this paragraph 8 shall automatically be revoked, and is irrevocableMortgagee shall immediately be entitled to possession of all Rents and other property income, whether or not Mortgagee enters upon or takes control of the Mortgaged Property. Mortgagee mayis hereby granted and assigned by Mortgagor the right, at its discretionoption, file any claim upon revocation of the lxxxxxx xxanted herein, to enter upon the Mortgaged Property in person, by agent or take any action by court-appointed receiver to collect the Rents and enforce the other property income. Any Rents and other property income collected after the revocation of the license may be applied toward payment of Rents, either the Obligations in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized such priority and directed by Mortgagor to pay to proportions as Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeits discretion shall deem proper.

Assignment of Leases and Rents. (a) As Mortgagor irrevocably grants, bargains, sells, conveys and warrants to Lender as additional security for all the indebtedness secured by this Mortgageright, Mortgagor does hereby bargain, sell, assign, transfer title and set over unto Mortgagee all Leases interest in and to any and all the rentsexisting or future leases, feessubleases, issues, profits, revenues, royalties and any other income of any kind (“Rents”) which, whether before written or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing verbal agreements for the use or occupation and occupancy of any portion of the Mortgaged Property Property, including any extensions, renewals, modifications or Substitutions of such agreements (all referred to as "Leases") and rents, issues and profits (all referred to as "Rents"). Mortgagor will promptly provide Lender with true and correct copies of all existing and future Leases. Mortgagor may collect, receive, enjoy and use the Rents so long as Mortgagor is not in default under the terms of this Security Instrument. Mortgagor agrees that this assignment is immediately effective after default between the parties to this Security Instrument and effective as to third parties on the recording of the Security Instrument, and this assignment will remain effective during any period of redemption by the Mortgagor until the Secured Debt is satisfied. Mortgagor agrees that Lender may take actual possession of the property without the necessity of commencing legal action and that actual possession is deemed to occur when Lender, or its agent, notifies Mortgagor of default and demands that any tenant pay all future Rents directly to Lender. On receiving notice of default, Mortgagor will endorse and deliver to Lender any payment of Rents in Mortgagor's possession and will receive any Rents in trust for Lender and will not commingle the Rents with any other funds. Any amounts collected will be applied as provided in this Security Instrument. Mortgagor warrants that no default exists under the Leases or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profitsapplicable landlord/tenant law. Mortgagor hereby appoints Mortgagee as Mortgagor’s true also agrees to maintain and lawful attorney-in-fact require any tenant to comply with full power the terms of substitution to demand, collect the Leases and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeapplicable law.

Assignment of Leases and Rents. (a) As additional security for This Mortgage constitutes a present, absolute, unconditional and irrevocable assignment of all leases now or hereafter existing and of all of the indebtedness secured by this MortgageRents now or hereafter accruing, Mortgagor does and Mortgagor, without limiting the generality of the Granting Clause hereof, specifically hereby bargainpresently, sellabsolutely, assign, transfer unconditionally and set over unto Mortgagee irrevocably assigns all Leases leases now or hereafter existing and all of the rents, fees, issues, profits, revenues, royalties Rents now or hereafter accruing to Mortgagee. The aforesaid assignment shall be effective immediately upon the execution hereof and other income is not conditioned upon the occurrence of any kind (“Rents”) whichEvent of Default hereunder or any other contingency or event, whether before provided, however, that Mortgagee hereby grants to Mortgagor the right and license to collect and receive the Rents as they become due, and not in advance, so long as no Event of Default exists hereunder. Immediately upon the occurrence of any such Event of Default, the foregoing right and license shall be automatically terminated and of no further force or after foreclosureeffect. Nothing contained in this Section or elsewhere herein shall be construed to make Mortgagee a mortgagee in possession unless and until Mortgagee actually takes possession of the Mortgaged Property, nor to obligate Mortgagee to take any action or during the full statutory period incur any expense or discharge any duty or liability under or in respect of redemption, if any, shall accrue and be owing for the use any leases or occupation of other agreements relating to the Mortgaged Property or any part thereof. So long The foregoing provisions of this Section and Mortgagee’s rights under this Mortgage generally, including, without limitation, under clause (v) of the Granting Clause, are in addition to and not in lieu of Mortgagee’s rights and benefits under Act 210 of the Public Acts of Michigan of 1953, as no amended, and under Act 228 of the Public Acts of Michigan of 1925, as amended. In the event of a sale on foreclosure which shall result in a deficiency, this assignment of leases and rents shall stand as security during any redemption period for the payment of such deficiency. This assignment set forth herein shall include, without limitation an assignment by Mortgagor to Mortgagee, after an Event of Default, of the right, after an Event of Default, to receive and apply the rents, issues, profits, license fees, revenues, charges, accounts and general intangibles arising from the Mortgaged Property located in the State of Michigan, or relating to any business conducted by the Mortgagor thereon, under present or future leases, which are hereby specifically assigned and transferred to the Mortgagor. Mortgagee shall be entitled to all the rights and remedies conferred by MCLA 554.231, et. seq., MCLA 554.211, et. seq. to the extent applicable, and MCLA 565.81, et. seq. Upon the occurrence of an Event of Default exists under this Mortgageand without any action by Mortgagee, Mortgagor shall have a revocable license no further right to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and or otherwise receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Defaultsuch Rents, which appointment is coupled with an interest will be the absolute and is irrevocablesole property of Lender pursuant to those statutes. Mortgagee mayMORTGAGOR HEREBY WAIVES ANY RIGHT TO NOTICE OF ASSIGNMENT OF RENTS, at its discretionOTHER THAN SUCH NOTICE AS MAY OTHERWISE BE REQUIRED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR SUCH NOTICE AS MAY BE PROVIDED IN ACT 210 OF THE PUBLIC ACTS OF MICHIGAN OF 1953 AND ACT 66 OF THE PUBLIC ACTS OF MICHIGAN OF 1956, file any claim or take any action to collect and enforce the payment of RentsEACH AS AMENDED OR SUPERSEDED, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandAND WAIVES ANY RIGHT TO ANY HEARING, and such Tenants are hereby expressly relieved of any and all dutyJUDICIAL OR OTHERWISE, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageePRIOR TO MORTGAGEE’S EXERCISE OF ITS RIGHTS UNDER THIS MORTGAGE AND/OR THE ASSIGNMENT WITH RESPECT TO THE ASSIGNMENT OF RENTS GRANTED TO MORTGAGEE HEREUNDER OR UNDER THE SEPARATE ASSIGNMENT OF RENTS AND LEASES GRANTED TO MORTGAGEE IN CONNECTION WITH THIS MORTGAGE.

Assignment of Leases and Rents. (a) As additional The Leases and all of the Rents, whether now due, past due, or to become due, and including all prepaid rents and security for deposits, are hereby absolutely, presently and uncondi tionally assigned, transferred, conveyed and set over by Mortgagor to Mortgagee, such Rents (other than any Tenant security deposits which Mortgagor has not applied against amounts owing under the indebtedness secured applicable Lease) to be applied by this Mortgage, Mortgagee following the occurrence of an Event of Default in accordance with Section 23 hereof. Mortgagor does hereby bargain, sell, shall not otherwise assign, transfer or encumber in any manner the Leases or the Rents relating to the Mortgaged Property or any portion thereof except as may be otherwise provided herein or in the Assignment of Leases. Mortgagor shall have a license to exercise any and set over unto Mortgagee all rights under the Leases and to collect and receive all Rents, which license shall be terminable at the rentssole option of Mortgagee, feeswithout regard to the adequacy of its security hereunder, issues, profits, revenues, royalties upon the occurrence and other income continuance of any kind (“Rents”) which, whether before or after foreclosureEvent of Default without further notice to, or during demand upon, Mortgagor. The assignment in this Section 10 shall constitute an absolute and present assignment of the full statutory period Leases and Rents, and not an assignment for security, and the existence or exercise of redemptionMortgagor's conditional license as provided in the immediately foregoing sentence shall not operate to subordinate this assignment to any subsequent assignment. It is understood and agreed that neither the foregoing assignment of Leases and Rents to Mortgagee nor the exercise by Mortgagee of any of its rights or remedies hereunder including, if anywithout limitation, shall accrue and be owing the appointment of a receiver for the use Mortgaged Property by any court at the request of Mortgagee or occupation by agreement with Mortgagor, or the entering into possession of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor thereof by such receiver shall have be deemed to make Mortgagee a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney"mortgagee-in-fact possession" or otherwise responsible or liable in any manner with full power respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of substitution to demandall or any portion thereof, collect unless and receive any and all Rents which may be until Mortgagee, in person or become due and payable by Tenants after the occurrence of any Event of Defaultagent, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageeassumes actual possession thereof.

Assignment of Leases and Rents. i) Mortgagor hereby irrevocably and absolutely grants, transfers and assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment establish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (awith or without first taking possession of any of the Mortgaged Property personally or by receiver as provided herein) As additional security operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the indebtedness secured by this Mortgage, operation and maintenance thereof. Mortgagor does hereby bargain, sell, assign, transfer irrevocably authorizes and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemptiondirects each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall accrue have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Mortgaged Property. In addition, Mortgagee shall not be owing responsible or liable for performing any of the use obligations of the landlord under any Lease, for any waste by any tenant, or occupation others, for any dangerous or defective conditions of any of the Mortgaged Property, for negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any part thereofother act or omission by any other person. So long as no an Event of Default exists under this Mortgageshall have occurred and be continuing, Mortgagor shall have furnish to Mortgagee, within 30 days after a revocable license request by Mortgagee to collectdo so, but not more than one (1) month in advance under a written statement containing the names of all tenants, subtenants and concessionaires of the Premises or Improvements, the terms of any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents the space occupied and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and the rentals and/or other amounts payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgageethereunder.

Assignment of Leases and Rents. (a) As additional security for To further secure the indebtedness secured by this MortgageIndebtedness Secured Hereby, Mortgagor does hereby bargain, sell, assign, assign and transfer and set over unto Mortgagee all Leases of the Leases, and all of the rentsRents, fees, issues, profits, revenues, royalties now due and other income which may hereafter become due under or by virtue of any kind (“Rents”) whichLease, whether before written or after foreclosureverbal, or during the full statutory period of redemption, if any, shall accrue and be owing any agreement for the use or occupation occupancy of the Mortgaged Property or any part thereof. So long as no Event Premises, it being the intention of Default exists under this Mortgage, Mortgagor shall have a revocable license Mortgage to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes establish an absolute, irrevocable, currently effective absolute present transfer and assignment of all such Leases and agreements and all of the Rents from the Premises unto Mortgagee and profits. Mortgagor does hereby appoints appoint irrevocably Mortgagee as Mortgagor’s its true and lawful attorney-in-fact with full power of substitution to demand, collect attorney in its name and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Defaultstead, which appointment is coupled with an interest interest, to collect all of the Rents and is irrevocableapply the Rents from the Premises to the costs and expenses of operation, management and collection, including, without limitation, attorneys’ fees, to the payment of the fees and expenses of any agent, receiver or statutory trustee so acting, to the payment of taxes, assessments, insurance premiums and expenditures for the management and upkeep of the Premises, to the performance of the landlord’s obligation under the Leases and to any Indebtedness Secured Hereby all in such order as Mortgagee may determine. Upon an Event of Default, Mortgagee may, at its discretionoption, file any claim without notice, either in person or take by agent, with or without taking possession of or entering the Premises, with or without bringing any action or proceeding, or by a receiver or statutory trustee to be appointed by a court, subject to and in accordance with applicable law and regulation, collect all of the rents and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandthereof, and such Tenants are hereby expressly relieved all of the rights of Mortgagor under the Leases and all of the rights of Mortgagee hereunder, and may enter upon, take possession of, manage and operate the Premises, or any part thereof; may cancel, enforce or modify the Leases, and fix or modify rents, and do any acts which Mortgagee deems proper to protect the security hereof with or without taking possession of the Premises, and may apply the same to the costs and expense of operation, management and collection, including, without limitation, attorneys’ fees, to the payment of the fees and expenses of any agent, receiver or statutory trustee so acting, to the payment of taxes, assessments, insurance premiums and expenditures for the management and upkeep of the Premises, to the performance of the landlord’s obligation under the Leases and to any Indebtedness Secured Hereby all dutyin such order as Mortgagee may determine. The entering upon and taking possession of the Premises, obligation the collection of such rents, and the application thereof as aforesaid, shall not cure or liability waive any default or waive, modify or affect notice of default under this Mortgage or invalidate any act done pursuant to Mortgagor such notice nor in respect any way operate to prevent Mortgagee from pursing any remedy which it now or hereafter may have under the terms or conditions of this Mortgage or the Note or any Rents so paid to Mortgagee.other instrument securing the same. N:\PL\80714\80714-073\1257591.doc

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, The Mortgagor does hereby bargain, sell, assign, assign and transfer and set over unto Mortgagee all of the Leases and all of the rents, fees, issues, profits, revenues, royalties rents and other income profits now due and which hereafter become due under or by virtue of any kind (“Rents”) whichLease, whether before written or after foreclosureverbal, or during it being the full statutory period intention of redemption, if any, shall accrue this Mortgage to establish an absolute transfer and be owing for assignment of the use or occupation Leases and all of the rents and profits from the Mortgaged Property or any part thereof. So long as no unto the Mortgagee and the Mortgagor does hereby appoint irrevocably the Mortgagee its true and lawful attorney in its name and stead, which appointment is coupled with an interest, to collect all of said rents and profits; provided, Mortgagor shall have the right to collect and retain such rents and profits unless and until an Event of Default exists under this Mortgage. Upon an Event of Default and whether before or after the institution of legal proceedings to foreclose the lien hereof or before or after sale thereunder or during any period of redemption the Mortgagee, and without regard to waste, adequacy of the security or solvency of the Mortgagor, may revoke the privilege granted Mortgagor shall have a revocable license hereunder to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents collect the rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true , and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretionhis option, file any claim without notice, either (a) in person or take by agent, with or without taking possession of or entering the Mortgaged Property, with or without bringing any action or proceeding, give, or require Mortgagor to give, notice to any or all tenants under any Lease authorizing and directing the tenant to pay such rents and profits to Mortgagee; collect all of the rents and profits; enforce the payment thereof and exercise all of Rentsthe rights of the Mortgagor under the Leases and all of the rights of Mortgagee hereunder; may enter upon, either in Mortgagee’s name take possession of, manage and operate said Mortgaged Property, or Mortgagor’s name any part thereof; may cancel, enforce or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demandmodify the Leases, and such Tenants are fix or modify rents, and do any acts which the Mortgagee deems proper to protect the security hereof with or without taking possession of said Mortgaged Property; or (b) apply for the appointment of a receiver in accordance with the statutes and law made and provided for, which receivership Mortgagor hereby expressly relieved consents to, who shall collect the rents and profits, and all other income of any kind; manage the Mortgaged Property so to prevent waste; execute Leases within or beyond the period of receivership, and perform the terms of this Mortgage and apply the rents and profits hereinafter provided. Any such rents shall be applied in the following order: (i) to payment of all duty, obligation or liability to Mortgagor in respect reasonable fees of any Rents receiver appointed hereunder, (ii) to application of tenant's security deposits if required by law, (iii) to payment when due of prior or current real estate taxes or special assessments with respect to the Mortgaged Property or, if the Mortgage so paid requires, to Mortgagee.the periodic escrow for payment of the taxes or special assessments then due, (iv) to payment when due of premiums for insurance of the type required by the Mortgage or, if the Mortgage so requires, to the periodic escrow for the payment of premiums then due, and (v) to payment of all expenses for normal maintenance of the Mortgaged Property. Any rents remaining after application of the above items shall be applied to the Indebtedness Secured Hereby. If the Mortgaged Property shall be foreclosed and sold pursuant to a foreclosure sale, then:

Assignment of Leases and Rents. (a) As additional security The Mortgagor grants to the Mortgagee the right to enter upon and to take possession of the Mortgaged Property for the indebtedness secured by this Mortgagepurpose of collecting all Rents, to let the Mortgaged Property or any part thereof and to apply the Rents on account of the Obligations. This assignment and grant shall continue in effect until all of the Obligations are paid and performed in full. For so long as no Event of Default shall exist or be continuing, the Mortgagee hereby waives the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents or letting the Mortgaged Property. The Mortgagor shall, in the event of the occurrence and continuance of any Event of Default, promptly pay the Rents to the Mortgagee, or to any receiver appointed to collect the same. If the Mortgagor does hereby bargain, sell, assign, transfer not surrender possession of the Mortgaged Property in the event of the occurrence and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income continuance of any kind (“Rents”) whichEvent of Default, whether before or after foreclosurethe Mortgagor shall pay monthly in advance to the Mortgagee, or during to any receiver appointed hereunder, the full statutory period of redemptionRents for letting the Mortgaged Property, if any, shall accrue the fair and be owing reasonable rental value for the use or and occupation of the Mortgaged Property or of such part thereof as may be in the possession of the Mortgagor, and upon default in any part thereof. So long as no Event of Default exists under this Mortgage, such payment the Mortgagor shall have vacate and surrender the possession of the Mortgaged Property to the Mortgagee or to such receiver, and upon a revocable license default in vacating and surrendering the same may be evicted by summary or any other available proceedings. The Mortgagor shall (a) perform and observe all of the material covenants and agreements required to collectbe performed or observed by it under each Lease and (b) enforce the performance and observance of all covenants and agreements required to be performed or observed under each Lease by the other party thereto. The Mortgagor shall not (i) accept a prepayment of rent under any Lease in excess of rent for one month, but not more than one (1ii) month terminate or cancel any Lease unless the tenant thereunder is in advance material default thereunder beyond any applicable notice and/or cure periods, (iii) permit the assignment of any Lease or any subletting thereunder or (iv) materially modify or supplement any Lease. The Mortgagee shall have, as against any lessee under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorneythe rights set forth in Section 291-in-fact with full power f of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeNew York Real Property Law.

Assignment of Leases and Rents. Mortgagor hereby assigns to Mortgagee all Leases, together with all Rents payable under the Leases, now or at any time hereafter existing, such assignment being upon the following terms: (a) As additional security for until receipt from Mortgagee of notice of the indebtedness secured by this Mortgageoccurrence of an Event of Default, Mortgagor does each Lessee may pay rent directly to Mortgagor, (b) upon receipt from Mortgagee of notice that an Event of Default exists, each Lessee shall, and is hereby bargainauthorized and directed to, sell, assign, transfer and set over unto pay directly to Mortgagee all Leases Rent thereafter accruing, and the receipt of such Rent by Mortgagee shall be a release of such Lessee to the extent of all amounts so paid, (c) Rent so received by Mortgagee shall be applied by Mortgagee first to the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemptionexpenses, if any, shall accrue of collection and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgagethen in accordance with Article II hereof, Mortgagor shall have a revocable license to collect(d) without impairing its rights hereunder, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretionoption, file at any claim time and from time to time, release to Mortgagor Rent so received by Mortgagee, or take any action part thereof, (e) Mortgagee shall not be liable for its failure to collect collect, or its failure to exercise diligence in the collection of, Rent, but shall be accountable only for Rent that it shall actually receive. As among Mortgagee, Mortgagor and any person claiming through or under Mortgagor, the assignment contained in this Section 3.02 is intended to be absolute, unconditional and presently effective, and the provisions of subsection 3.02(a) are intended for the benefit of each Lessee and shall never inure to the benefit of Mortgagor or any person claiming through or under Mortgagor. It shall never be necessary for Mortgagee to institute legal proceedings of any kind whatsoever to enforce the payment provisions of Rentsthis Section 3.02. Notwithstanding anything herein to the contrary, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and may collect such Tenants are hereby expressly relieved Rent until such time as an Event of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to MortgageeDefault shall occur hereunder.

Assignment of Leases and Rents. (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby bargain, unconditionally and absolutely sell, assign, assign and transfer and set over unto Mortgagee all Leases and all of the leases, rents, fees, issues, profits, revenues, royalties income and other income profits now due and which may hereafter become due under or by virtue of any kind (“Rents”) whichlease, whether before written or after foreclosureverbal, or during the full statutory period of redemption, if any, shall accrue and be owing any agreement or license for the use or occupation occupancy of the Mortgaged Property Premises, whether now existing or entered into at any part thereof. So long as no Event time during the term of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance all guaranties of any lessee’s obligations under any Leasesuch lease and all security deposits, all Rents earned prior it being the intention of this Mortgage to default. This Mortgage constitutes establish an absolute, irrevocable, currently effective absolute transfer and assignment of Rents all such leases and profits. agreements and all of the rents and profits from the Premises and/or Mortgagor’s operation or ownership thereof unto Mortgagee and Mortgagor does hereby appoints appoint irrevocably Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect attorney in Mortgagor’s name and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Defaultstead, which appointment is coupled with an interest and is irrevocable. Mortgagee mayinterest, at its discretion, file any claim or take any action to collect all of said rents and profits. Mortgagor specifically acknowledges that no license has been granted to Mortgagor to collect all of said rents and profits, and therefore the rents and profits shall be paid to Mortgagee as they respectively become due. Mortgagor assigns to Mortgagee all guarantees of lessee’s obligation under leases and all proceeds from settlements relating to terminations of leases and all claims for damages arising from rejection of any lease under the bankruptcy laws. Upon the occurrence of an Event of Default and whether before or after the institution of legal proceedings to foreclose the lien hereof or before or after sale thereunder or during any period of redemption existing by law, forthwith, upon demand of Mortgagee, Mortgagor shall surrender to Mortgagee and Mortgagee shall be entitled to enter upon and take and maintain possession of the Premises and any leases thereunder and collect and retain any rents and profits from the Premises and hold, operate, manage and control the Premises and any such leases and to do such things in its discretion as may be deemed proper or necessary to enforce the payment or security of Rentsthe rents and profits of the Premises and the performance of the tenants’ obligations under any leases of the Premises, either in Mortgagee’s name with full power to cancel or Mortgagor’s name terminate any lease for any cause or otherwiseon any grounds which would entitle Mortgagor to cancel the same and to elect to disaffirm any lease made subsequent to this Mortgage or subordinated to the lien hereof. Tenants are hereby expressly authorized All rents and directed payments received by Mortgagor to pay before or after Mortgagee has exercised any of its rights under this assignment shall be held by Mortgagor in trust for Mortgagee and shall be delivered to Mortgagee all Rents upon Mortgagee’s immediately without demand, . Mortgagee shall not be obligated to perform or discharge any obligation or liability of the landlord under any of said leases and such Tenants are Mortgagor shall and does hereby expressly relieved agree to indemnify and hold Mortgagee harmless of and from any and all dutyexpenses, obligation liability, loss or liability damage which it might incur under said leases or under or by reason of this Mortgage. Any amounts incurred by Mortgagee in connection with its rights hereunder, including costs, expenses and actual attorneys’ fees, shall bear interest thereon at the Default Rate, shall be additional Indebtedness and Mortgagor shall reimburse Mortgagee therefor immediately upon demand. Mortgagee may apply any of said rents and profits received to Mortgagor in respect the costs and expenses of collection, including receivers’ fees and actual attorneys’ fees, to the payment of taxes, assessments and insurance premiums and expenditures for the upkeep of the Premises, to the performance of the landlord’s Loan No. 09090 24 obligations under the lease, to the performance of any of Mortgagor’s covenants hereunder, and to any Indebtedness in such order as Mortgagee may determine. The entering upon and taking possession of the Premises, the collection of such rents and profits and the application thereof as aforesaid shall not cure or waive any Event of Default under this Mortgage nor in any way operate to prevent Mortgagee from pursuing any other remedy which it may now or hereafter have under the terms of this Mortgage nor shall it in any way be deemed to constitute Mortgagee a mortgagee-in-possession. The rights hereunder shall in no way be dependent upon and shall apply without regard to whether the Premises are in danger of being lost, materially injured or damaged or whether the Premises are adequate to discharge the Indebtedness. Mortgagor represents and agrees that no rent has been or will be paid by any person in possession of any portion of the Premises for more than one installment in advance and that the payment of none of the rents to accrue for any portion of the Premises has been or will be waived, released, reduced, discounted, or otherwise discharged or compromised by Mortgagor. Mortgagor waives any right of set off against any person in possession of any portion of the Premises. Mortgagor further agrees that Mortgagor will not execute or agree to any subsequent assignment of any of the rents or profits from the Premises without the prior written consent of Mortgagee. The rights contained herein are in addition to and shall be cumulative with the rights given in that certain Assignment of Leases and Rents so paid (“Assignment of Leases”) dated of even date herewith from Mortgagor to Mortgagee, assigning any leases, rents and profits of the Premises. To the extent inconsistent with the terms of this Article 6, the terms of the Assignment of Leases shall control.

Assignment of Leases and Rents. (a) As additional security for the indebtedness Loan Obligations secured by this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to to, upon the occurrence and during the continuation of an Event of Default, demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Upon the occurrence and during the continuation of an Event of Default, Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for the indebtedness Loan Obligations secured by this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1l) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to to, upon the occurrence and during the continuation of an Event of Default, demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Upon the occurrence and during the continuation of an Event of Default, Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for This Mortgage is intended to constitute a present, absolute and irrevocable assignment of all of the indebtedness secured by Rents now or hereafter accruing, and Mortgagor, without limiting the generality of the Granting Clause hereof, specifically hereby presently, absolutely and irrevocably assigns all of the Rents now or hereafter accruing to Mortgagee. The aforesaid assignment shall be effective immediately upon the execution of this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer Mortgage and set over unto Mortgagee all Leases and all is not conditioned upon the rents, fees, issues, profits, revenues, royalties and other income occurrence of any kind (“Rents”) whichEvent of Default hereunder or any other contingency or event, whether before provide, however, that Mortgagee hereby grants to Mortgagor the right and license to collect and receive the Rents as they become due so long, as no Event of Default exists hereunder. Immediately upon the occurrence of any such Event of Default, the foregoing right and license shall be automatically terminated and of no further force or after foreclosureeffect. Nothing contained in this Section 6.1 or elsewhere in this Mortgage shall be construed to make Mortgagee a mortgagee in possession unless and until Mortgagee actually takes possession of the Mortgaged Property, nor to obligate Mortgagee to take any action or during the full statutory period incur any expense or discharge any duty or liability under or in respect of redemption, if any, shall accrue and be owing for the use any leases or occupation of other agreements relating to the Mortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, Mortgagor shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.

Assignment of Leases and Rents. (a) As additional security for Mortgagor absolutely, unconditionally and irrevocably assigns to Mortgagee the indebtedness secured by this Mortgage, Mortgagor does hereby bargain, sell, assign, transfer and set over unto Mortgagee all Leases and all the rentsRents. This assignment is an absolute and present assignment from Mortgagor to Mortgagee and not merely the passing of a security interest and Mortgagee is specifically authorized to enter upon the Site and Improvements to collect such Rents. Notwithstanding the immediately preceding sentence, feesMortgagee confers upon Mortgagor the license to collect and retain the Rents, issuesissues and profits of the Mortgaged Property as they become due and payable and otherwise deal with the Leases and Rents, profitssubject, revenueshowever, royalties and other income to the right of Mortgagee to revoke such license at any kind (“Rents”) which, whether before or after foreclosure, or time during the full statutory period continuance of redemption, if any, an Event of Default in its sole discretion and without notice to Mortgagor and subject to the terms of the Credit Agreement. Mortgagee shall accrue have the absolute right to revoke such authority and be owing for collect and retain the use Rents without taking possession of all or occupation any part of the Mortgaged Property. The right to collect Rents herein provided shall not obligate the Mortgagee to take possession of the Mortgaged Property or cause Mortgagee to be a “mortgagee in possession” for any part thereofpurpose, nor shall such right impose upon Mortgagee the duty to produce Rents or maintain the Mortgaged Property in whole or in part. So long as no Event Possession of Default exists under this Mortgage, Mortgagor the Mortgaged Property by a receiver appointed by a court of competent jurisdiction shall have a revocable license to collect, but not more than one (1) month in advance under any Lease, all Rents earned prior to defaultbe considered possession of the Mortgaged Property by Mortgagee for purposes hereof. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after Following the occurrence and during the continuance of any an Event of Default, which appointment is coupled with Mortgagee may apply any Rents collected as provided in Section 8.03 of the Credit Agreement. Collection of any Rents shall not cure or waive any Event of Default or notice of Event of Default, or invalidate any acts done pursuant to such notice. Notwithstanding anything to the contrary contained herein, the foregoing provisions and the provisions of sub-clause (G) of Section 2 shall not constitute an interest assignment for purposes of security but shall constitute an absolute and is irrevocable. Mortgagee maypresent assignment of the Rents to Mortgagee, at its discretionsubject, file any claim or take any action however, to the conditional license given to Mortgagor to collect and enforce use the payment Rents as hereinabove provided; and the existence or exercise of Rentssuch right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, either in Mortgagee’s name whole or in part, by Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and such Tenants are hereby expressly relieved of any and all duty, obligation or liability to Mortgagor in respect of any Rents so paid to Mortgagee.Revel AC - 2011 First Lien Mortgage

Assignment of Leases and Rents. (a) As additional further security for payment of the indebtedness and performance of the obligations, covenants and agreements secured by this Mortgagehereby, Mortgagor does hereby bargainassigns to Mortgagee, sellto be effective immediately but exercisable on default hereof, assign, transfer and set over unto Mortgagee all Leases and all the rents, fees, issues, profits, revenues, royalties and other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of leases applicable to the Mortgaged Property already in existence and to be created in the future, together with all rents to become due under existing or any part thereof. So long as no Event future leases, all of Default exists under which leases are and shall be subordinate to this Mortgage. In any such case, Mortgagor hereby confers on CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted materials have been filed separately with the Securities and Exchange Commission. Mortgagee the exclusive power, to be used or not in its sole discretion, to act as agent, or to appoint a third person to act as agent for Mortgagor, with power to take possession of, and collect all rents arising from, the Mortgaged Property and apply such rents, at the option of Mortgagee, to the payment of the mortgage debt, taxes, costs of maintenance, repairs, expenses incident to managing and other expenses, in such order or priority as Mortgagee may in its sole discretion determine, and to turn any balance remaining over to Mortgagor; but such collection of rents shall have a revocable license to collect, but not more than one (1) month independently from other provisions hereof operate as an affirmance of the tenant or lease in advance under any Lease, all Rents earned prior to default. This Mortgage constitutes an absolute, irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as the event Mortgagor’s true title to the Mortgaged Property should be acquired by Mortgagee. Mortgagee shall be liable to account only for rents and lawful attorney-in-fact with full power profits actually received by Mortgagee. In exercising any of substitution to demandthe powers of this paragraph, collect Mortgagee may also take possession of, and receive for these purposes use, any and all Rents which may be or become due personal property contained in the Mortgaged Property and payable by Tenants after the occurrence of any Event of Default, which appointment is coupled with an interest and is irrevocable. Mortgagee may, at its discretion, file any claim or take any action to collect and enforce the payment of Rents, either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and directed used by Mortgagor in the rental or leasing thereof. All Leases are and shall be subject and subordinate to pay the provisions and lien of this Mortgage and to Mortgagee all Rents upon Mortgagee’s demandrenewals, modifications, consolidations, replacements and extensions thereof to the full extent of the principal sum secured thereby and interest thereon, and such Tenants are hereby expressly relieved the lien of any this Mortgage is and all duty, obligation or liability shall be prior in lien to Mortgagor in respect the lien of any Rents so paid to Mortgageethe Leases.