Common use of Assignment of Rents and Leases Clause in Contracts

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington Lender and HuntingtonLender's successors and assigns assigns, all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties guarantees of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Borrower is hereby expressly permitted to enter into Leases of the Mortgaged Property subject to the terms and conditions contained herein. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington Lender and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No assignment and no person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington Lender of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) The Borrower hereby assigns to the Lender all right, title and interest of the Borrower in the Rents and Leases to have and to hold absolutely until all monies secured by this Mortgage and unconditionally assignsall obligations of the Borrower in this Mortgage have been fully paid and satisfied. The Borrower hereby grants to the Lender full power and authority to enter upon the Lands to collect the Rents, transfers to demand, collect, xxx for, distrain for, recover, receive and sets over unto Huntington give receipts for the Rents, to enforce payment of the Rents and Huntington's successors performance of the obligations of any guarantees of payment and assigns covenants to pay, and to exercise all rights in respect of any or all Leases, in the Lender’s own name or in the name of and as agent for the Borrower, as the Lender may elect, and hereby grants to the Lender irrevocable authority to join the Borrower in any such proceedings or actions. Notwithstanding that this is a present and future leases covering absolute assignment, (subject to redemption on repayment of all or any part of the Mortgaged Property (the "Leases"monies secured by this Mortgage), together with any extensions or renewals thereof the Borrower, as agent for the Lender, shall be entitled to collect and any guaranties of any tenants' obligations thereunder, retain the Rents as and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter when they become due under the Leases or any extensions or renewals thereof, as well as all moneys due and payable according to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Lease and to deal with all Leases until the Lender gives notice to tenants directing that they pay the Rents to the Lender. The Borrower covenants that it now has good and sufficient power, authority and right to assign the Rents and Leases and other benefits to the Lender as herein provided and shall not further assign, pledge or otherwise encumber the Rents or Leases, all liquidated damages following default under the Leases and all proceeds payable under accept any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part prepayment of the Mortgaged Property (such rentsRents, incomenor do or omit to do any act having the effect of waiving, receiptsreleasing, revenuesreducing or abating any rights or remedies of the Borrower or any obligations of any other party in connection with the Leases. Nothing herein contained or any action taken by the Lender as provided will make the Lender a mortgagee in possession, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may or will have against any tenant under the effect of making the Lender responsible for the collection of the Rents or for the observance or performance or enforcement thereof or of any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any provisions of the Leases either by the Borrower or from by any other person, liable to account for any monies except such monies as it actually receives pursuant to this assignmentassignment of Rents and Leases less proper collection charges, inspection fees, costs (including, without limitation, claims legal fees and disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) and other expenses expended by tenants the Lender and such monies when so received shall, at the discretion of the Lender, be applied on account of the monies secured by this Mortgage. The giving of this assignment of Rents and Leases is by way of additional and collateral security for security deposits or for rental payments more than one (1) month in advance all monies secured by this Mortgage and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable substitution for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, other security and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall will not in any way preclude diminish, novate or abridge the right of Huntington to foreclose the Mortgage or to take otherwise affect any other legal security and such other security will not diminish, novate or equitable action thereonotherwise affect this assignment of Rents and Leases. Huntington shall have such Any right or remedy under this assignment of Rents and Leases may be taken either independently or in conjunction with any other rights or privileges as aforesaid regardless remedies of the value Lender under this Mortgage. The Borrower shall execute and deliver such further assurances, assignments, notices or other documents and do all such other things as the Lender may reasonably require from time to time to perfect this assignment of the Mortgaged Property given as security hereunder, Rents and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower In furtherance of and in addition to the assignment made by Xxxxxxxxx herein, Xxxxxxxxx hereby absolutely and unconditionally assigns, sells, transfers and sets over unto Huntington conveys to Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all Leases, whether now existing or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter entered into, and all of the rentsits right, royalties, bonuses, income, receipts, revenues, issues title and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due interest in and to become due all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to Borrower exercise all rights extended to the landlord under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, including the right to receive and collect all liquidated damages following default under Rents and to hold the Leases Rents in trust for use in the payment and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part performance of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits Obligations and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and all rights be continuing. Upon the occurrence and remedies which Borrower may have against any tenant under any during the continuance of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter definedwhether or not legal proceedings have commenced, Borrower shall have a license and without regard to collect and receive all Rents as trustee waste, adequacy of security for the benefit Obligations or solvency of Huntington Mortgagor, the license herein granted shall automatically expire and Borrowerterminate, without notice by Mortgagee (any such notice being hereby expressly waived by Xxxxxxxxx). (b) Borrower hereby representsMortgagor acknowledges that Mortgagee has taken all reasonable actions necessary to obtain, warrants and agrees that: (i) Borrower has good title that upon recordation of this Mortgage, Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and Rents hereby assigned all security for such Leases subject to the Permitted Liens and has in the rightcase of security deposits, power rights of depositors and capacity to make requirements of law. Xxxxxxxxx acknowledges and agrees that upon recordation of this assignment. No person or entity other than Borrower has or will have any rightMortgage, title or Mortgagee's interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower Rents shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty deemed to be performed or discharged by Borrower under any of the Leases; fully perfected, "xxxxxx" and Borrower hereby agrees enforced as to indemnify Huntington for, and to save Huntington harmless from, any Mortgagor and all liability, damage or expense arising from any of the Leases or from this assignmentthird parties, including, without limitation, claims by tenants for security deposits or for rental payments more than one any subsequently appointed trustee in any case under Title 11 of the United States Code (1) month in advance and not delivered the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to Huntington. All amounts indemnified against hereunderthis Mortgage, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without making formal demand and shall be secured hereby. This assignment shall not place responsibility for the controlRents, care, management, obtaining the appointment of a receiver or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for taking any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any partyother affirmative action. (dc) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession Without limitation of the Mortgaged Property) to pay all absolute nature of the assignment of the Rents directly to Huntington at the address specified in hereunder, Xxxxxxxxx and Mortgagee agree that (a) this Mortgage shall constitute a "security agreement" for purposes of Section 27 hereof, for which this assignment shall be sufficient warrant; (ii552(b) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Xxxxxxxxx acquired before the commencement of a case in bankruptcy and to manage, operate, lease and develop the same; to collect all amounts paid as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereofRents, and (c) such security interest shall extend to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the all Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured acquired by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from estate after the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency commencement of any party bound for the payment of the Indebtedness or the other sums hereby securedcase in bankruptcy. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Debtor hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Mortgagee all of Debtor's estate, right, title and Huntington's successors interest in, to and assigns under all present and future leases covering all leases, whether existing on the date hereof or hereafter entered into (including any part of extensions, modifications or amendments thereto) relating to the Mortgaged Property Premises (the "Leases"), if any, together with any extensions all rights, powers, privileges, options and other benefits of Debtor as the lessor or renewals thereof lessee under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all the rents, revenues, profits and income from the Leases with respect to the Premises, excluding Debtor's accounts receivable and those of its tenants and subtenants, including those now due, past due or to become due. Debtor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the option of Mortgagee, at any time and from time to time upon an Event of Default, to take possession and control of the Premises, pursuant to Debtor's rights as lessor under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to sxx, in the name of Debtor or Mortgagee, for all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents")income thereof. It is intended by Debtor and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. The consideration received by Debtor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Debtor. Notwithstanding the foregoing, together with any and all rights and remedies which Borrower may however, so long as there is no Event of Default, Debtor shall have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to a license, revocable upon an Event of Default, as hereinafter defined, Borrower shall have a license to possess and control the Premises and collect and receive all rents, revenues, profits and income. Upon an Event of Default, such license shall be automatically revoked. The assignment of Rents and Leases contained in this Mortgage are intended to provide Mortgagee with all the rights and remedies of mortgagees pursuant to Section 697.07, Florida Statutes, as may be amended from time to time. However, in no event shall this reference diminish, alter, impair, or affect any other rights or remedies of Mortgagee. (b) Upon any Event of Default, Mortgagee may, at any time without notice (except if required by applicable law), either in person, by agent or by a court-appointed receiver, regardless of the adequacy of Mortgagee's security, and at its sole election (without any obligation to do so), enter upon and take possession and control of the Premises, or any part thereof, to perform all acts necessary and appropriate to operate and maintain the Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in Mortgagee's or Debtor's name, sxx or otherwise collect such rents, revenues, profits and income from the Premises as specified in this Mortgage as the same become due and payable, including, but not limited to, rents then due and unpaid. Mortgagee may so sxx for or otherwise collect such rents, revenues, profits and income with or without taking possession of the Premises. All rents collected shall be held by Debtor as trustee for the benefit of Huntington Mortgagee only. Debtor agrees that upon an Event of Default, each tenant of the Premises shall make its rent payable to and Borrower. pay such rent to Mortgagee (bor Mortgagee's agents) Borrower hereby representson Mortgagee's written demand therefor, warrants and agrees that: (i) Borrower has good title delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the part of said tenant to inquire further as to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all existence of the obligations and undertakings an Event of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrualDefault by Debtor. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; All rents, revenues, profits and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death income collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Mortgagee to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the RentsPremises, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by premiums on insurance policies, taxes, assessments and other charges on the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of BorrowerPremises, and the tenants may rely upon costs of discharging any written statement delivered by Huntington obligation or liability of Debtor as lessor or landlord of the Premises and to the tenantssums secured by this assignment. Mortgagee or the receiver shall have access to the books and records used in the operation and maintenance of the Premises and shall be liable to account only for those rents actually received. Mortgagee shall not be liable to Debtor, anyone claiming under or through Debtor or anyone having an interest in the Premises by reason of anything done or left undone by Mortgagee hereunder, except to the extent of Mortgagee's gross negligence or willful misconduct. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger entering upon and taking possession and control of the leasehold estates created Premises by Mortgagee or the Leases with the fee estate receiver and any application of the Property rents, revenues, profits and Improvements without the prior written consent income as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Mortgagee under applicable law or provided therein.

Assignment of Rents and Leases. (a) As part of the consideration for the indebtedness evidenced by the Notes, Borrower hereby absolutely and unconditionally assignsassigns and transfers to Lender all of the leases and subleases now existing or hereafter entered into with respect to the Property, transfers and sets over unto Huntington all modifications, renewals and Huntington's successors extensions thereof (such existing and assigns new leases or subleases collectively, the "Leases") and all present the rents and future leases covering revenues, which shall include all security deposits, of the Property, including those now due, past due, or to become due by virtue of any of the Leases or any other agreement for the occupancy or use of all or any part of the Mortgaged Property, regardless as to whom the rents and revenues of the Property (the "Leases"), together with any extensions are payable. Borrower hereby authorizes Lender or renewals thereof and any guaranties of any tenants' obligations thereunder, and Lender's agents to exercise all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default Borrower's rights under the Leases and to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Lender or Lender's agents; provided, however, that prior to an Event of Default, Borrower shall exercise all proceeds of its rights under the Leases and shall collect and receive all of the rents and revenues of the Property as trustee for the benefit of Lender and Borrower, and as such, Borrower shall apply the rents and revenues so collected to the sums secured by this Instrument in the order provided in Paragraph 3 hereof with the balance, so long as no such Event of Default has occurred, to the account of Borrower. Upon an Event of Default, as provided in Paragraph 20 below, and without the necessity of Lender entering upon and taking and maintaining full control of the Property in person, by agent or by a court- appointed receiver, Lender shall immediately (i) be entitled to exercise all of Borrower's rights under the Leases, and (ii) be entitled to possession of all rents and revenues of the Property as specified in this Paragraph 15 as the same become due and payable, including but not limited to rents then due and unpaid. At the time of any such default by Borrower, any such rents then held by Borrower shall immediately be held by Borrower as trustee for the benefit of Lender only. Borrower agrees that commencing upon an Event of Default, each tenant of the Property shall make such rents payable under to and pay such rents to Lender or Lender's agents on Lender's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each rental unit, without any policy liability on the part of insurance covering said tenant to inquire further as to the existence of a default by Borrower. Lender shall not be liable for any loss of rents sustained by Borrower resulting from untenantability caused any failure by damage Lender either to any part collect the rents and revenues of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits or in exercising or failing to exercise any of Borrower's rights under the Leases and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may Lender shall have against no liability to any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection performance or recovery observance of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; terms, conditions or obligations contained therein and Borrower hereby agrees to indemnify Huntington for, and hold Lender harmless from and against any claim or liability with respect to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Grantor hereby absolutely and irrevocably assigns to Beneficiary all Grantor's interest in the Rents and Leases whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and proceeds, and Grantor, without limiting the generality of the Granting Clause hereof, specifically hereby presently, absolutely, unconditionally and irrevocably assigns, transfers and sets over unto Huntington all of the Rents now or hereafter accruing to Beneficiary. Grantor irrevocably appoints Beneficiary its true and Huntington's successors lawful attorney at the option of Beneficiary at any time to demand, receive and assigns enforce payment, to give receipts, releases and satisfactions, and to xxx, either in the name of Grantor or in the name of Beneficiary, for all present such Rents and future leases covering proceeds. It is understood and agreed that neither the foregoing assignment of Rents and proceeds to Beneficiary nor the exercise by Beneficiary of any of its rights or remedies under this Deed of Trust shall be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy or enjoyment or operation of all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals portion thereof, as well as all moneys due unless and to become due to Borrower under until Beneficiary, in person or by agent, assumes actual possession thereof; nor shall appointment of a receiver for the Leases for services, materials Property by any court at the request of Beneficiary or installations supplied whether by agreement with Grantor or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in entering into possession of the Mortgaged Property or any part thereof for by such receiver be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the collection Property or recovery the use, occupancy, enjoyment or operation of all or any portion thereof. This assignment is intended to be specific, perfected and xxxxxx upon the recording of this Deed of Trust as provided in RCW 7.28.230. This assignment shall be subject to the terms and conditions of any separate assignment of leases and/or rents, whenever executed, in favor of Beneficiary and covering the Property. Grantor warrants that it has made no prior assignment of the Rents so assigned. Prior to an Event or Leases and will make no subsequent assignment without the prior written consent of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and BorrowerBeneficiary. (ba) Borrower hereby representsUnless otherwise provided in any separate assignment of leases and/or rents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest so long as Grantor is not in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord default under the Leases Loan Documents, Grantor may collect the Rents as they become due and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance advance. Grantor shall use the Rents to pay normal operating expenses for the Property and sums due and payments required under the Loan Documents. No Rents shall be collected for a period subsequent to the current one month rental period and first or last month's rent. Grantor's right to collect the Rents shall not delivered constitute Beneficiary's consent to Huntingtonthe use of cash collateral in any bankruptcy proceeding. (b) If Grantor is in default under the Loan Documents, without notice to Grantor, Beneficiary or its agents, or a court appointed receiver, may collect the Rents. All amounts indemnified In doing so, Beneficiary may (i) evict lessees for nonpayment of rent, (ii) terminate in any lawful manner any tenancy or occupancy, (iii) lease the Property in the name of the then owner on such terms as it may deem best and (iv) institute proceedings against hereunderany lessee for past due Rents. The Rents received shall be applied to payment of the costs and expenses of collecting the Rents, including a reasonable attorneys' fees if fee to Beneficiary, a receiver or an agent, operating expenses for the Property and any sums due or payments required under the Loan Documents, in such order as Beneficiary may determine. Any excess shall be paid to Grantor, however, Beneficiary may withhold from any excess a reasonable amount to pay sums anticipated to become due which exceed the anticipated future Rents. Beneficiary's failure to collect or discontinuing collection at any time shall not in any manner affect the subsequent enforcement by Huntington, shall bear interest at Beneficiary of its rights to collect the Default Rate of Interest, as defined Rents. Except in the Notescase of a full reinstatement of the Secured Obligations, the collection of the Rents shall not cure or waive any default under the Loan Documents. Any Rents paid to Beneficiary or a receiver shall be credited against the amount due from the lessees under the Leases. In the event any lessee under the Leases becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, Grantor covenants and agrees that in the event any of the Leases are so rejected, no damages settlement shall be made without the prior written consent of Beneficiary; any check in payment of damages for rejection or termination of any such Lease will be made payable both to the Grantor and Beneficiary; and Grantor hereby assigns any such payment to Beneficiary and further covenants and agrees that upon request of Beneficiary, it will duly endorse to the order of Beneficiary any such check, the proceeds of which will be applied to any portion of the indebtedness secured hereunder in such manner as Beneficiary may elect. (c) Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Property or any part thereof, Beneficiary is not and shall not be payable deemed to be: (i) a mortgagee in possession" for any purpose; or (ii) responsible for performing any of the obligations of the lessor under any Lease; or (iii) responsible for any waste committed by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for lessees or any other parties, any dangerous or defective condition of the control, care, managementProperty, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party.the Property; or (div) Upon liable in any manner for the occurrence Property or the use, occupancy, enjoyment or operation of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable part of it. In exercising its rights under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington this Section Beneficiary shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed be liable only for the collection proper application of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee and accounting for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property Rents collected by Beneficiary or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedits agents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) The Borrower hereby assigns to the Lender all right, title, and interest of the Borrower in the Rent and Leases to have and to hold absolutely until all monies secured by this Mortgage and unconditionally assignsall obligations of the Borrower in this Mortgage have been fully paid and satisfied. The Borrower hereby grants to the Lender full power and authority to enter upon the Lands to collect the Rents, transfers to demand, collect, xxx for, distrain for, recover, receive and sets over unto Huntington give receipts for the Rents, to enforce payment of the Rents and Huntington's successors performance of the obligations of any guarantees of payment and assigns covenants to pay, and to exercise all rights in respect of any or all Leases in the Lender’s own name or in the name of and as agent for the Borrower, as the Lender may elect, and hereby grants to the Lender irrevocable authority to join the Borrower in any such proceedings or actions. Notwithstanding that this is a present and future leases covering absolute assignment, (subject to redemption on repayment of all or any part of the Mortgaged Property (the "Leases"monies secured by this Mortgage), together with any extensions or renewals thereof the Borrower, as agent for the Lender, shall be entitled to collect and any guaranties of any tenants' obligations thereunder, retain the Rents as and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter when they become due under the Leases or any extensions or renewals thereof, as well as all moneys due and payable according to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Lease and to deal with all Leases until the Lender gives notice to tenants directing that they pay the Rents to the Lender. The Borrower covenants that it now has good and sufficient power, authority and right to assign the Rents and Leases and other benefits to the Lender as herein provided and shall not further assign, pledge or otherwise encumber the Rents or Leases, all liquidated damages following default under the Leases and all proceeds payable under accept any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part prepayment of the Mortgaged Property (such rentsRents, incomenor do or omit to do any act having the effect of waiving, receiptsreleasing, revenuesreducing or abating any rights or remedies of the Borrower or any obligations of any other party in connection with the Leases. Nothing herein contained or any action taken by the Lender as provided will make the Lender a mortgagee in possession, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may or will have against any tenant under the effect of making the Lender responsible for the collection of the Rents or for the observance or performance or enforcement thereof or of any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any provisions of the Leases either by the Borrower or from by any other person, liable to account for any monies except such monies as it actually receives pursuant to this assignmentassignment of Rents less proper collection charges, inspection fees, costs (including, without limitation, claims legal fees and disbursements on full a indemnification basis and in no event less than on a solicitor and client basis) and other expenses expended by tenants the Lender and such monies when so received shall, at the discretion of the Lender, be applied on account of the monies secured by this Mortgage. The giving of this assignment of Rents and Leases is by way of additional and collateral security for security deposits or for rental payments more than one (1) month in advance all monies secured by this Mortgage and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable substitution for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, other security and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall will not in any way preclude diminish, novate or abridge the right of Huntington to foreclose the Mortgage or to take otherwise affect any other legal security and such other security will not diminish, novate or equitable action thereonotherwise affect this assignment of Rents and Leases. Huntington shall have such Any right or remedy under this assignment of Rents and Leases may be taken either independently or in conjunction with any other rights or privileges as aforesaid regardless remedies of the value Lender under this Mortgage. The Borrower shall execute and deliver such further assurances, assignments, notices or other documents and do all such other things as the Lender may reasonably require from time to time to perfect this assignment of the Mortgaged Property given as security hereunder, Rents and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) The Borrower hereby assigns to the Lender all right, title and interest of the Borrower in the Rents and Leases to have and to hold absolutely until all monies secured by this Mortgage and unconditionally assignsall obligations of the Borrower in this Mortgage have been fully paid and satisfied. The Borrower hereby grants to the Lender full power and authority to enter upon the Lands to collect the Rents, transfers to demand, collect, sue for, distrain for, recover, receive and sets over unto Huntington give receipts for the Rents, to enforce payment of the Rents and Huntington's successors performance of the obligations of any guarantees of payment and assigns covenants to pay, and to exercise all rights in respect of any or all Leases in the Lender’s own name or in the name of and as agent for the Borrower, as the Lender may elect, and hereby grants to the Lender irrevocable authority to join the Borrower in any such proceedings or actions. Notwithstanding that this is a present and future leases covering absolute assignment, (subject to redemption on repayment of all or any part of the Mortgaged Property (the "Leases"monies secured by this Mortgage), together with any extensions or renewals thereof the Borrower, as agent for the Lender, shall be entitled to collect and any guaranties of any tenants' obligations thereunder, retain the Rents as and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter when they become due under the Leases or any extensions or renewals thereof, as well as all moneys due and payable according to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Lease and to deal with all Leases until the Lender gives notice to tenants directing that they pay the Rents to the Lender. The Borrower covenants that it now has good and sufficient power, authority and right to assign the Rents, Leases and other benefits to the Lender as herein provided and shall not further assign, pledge or otherwise encumber the Rents or Leases, all liquidated damages following default under the Leases and all proceeds payable under accept any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part prepayment of the Mortgaged Property (such rentsRents, incomenor do or omit to do any act having the effect of waiving, receiptsreleasing, revenuesreducing or abating any rights or remedies of the Borrower or any obligations of any other party in connection with the Leases. Nothing herein contained or any action taken by the Lender as provided will make the Lender a mortgagee in possession, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may or will have against any tenant under the effect of making the Lender responsible for the collection of the Rents or for the observance or performance or enforcement thereof or of any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any provisions of the Leases either by the Borrower or from by any other person, liable to account for any monies except such monies as it actually receives pursuant to this assignmentassignment of Rents and Leases less proper collection charges, inspection fees, costs (including, without limitation, claims legal fees and disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) and other expenses expended by tenants the Lender and such monies when so received shall, at the discretion of the Lender, be applied on account of the monies secured by this Mortgage. The giving of this assignment of Rents and Leases is by way of additional and collateral security for security deposits or for rental payments more than one (1) month in advance all monies secured by this Mortgage and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable substitution for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, other security and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall will not in any way preclude diminish, novate or abridge the right of Huntington to foreclose the Mortgage or to take otherwise affect any other legal security and such other security will not diminish, novate or equitable action thereonotherwise affect this assignment of Rents and Leases. Huntington shall have such Any right or remedy under this assignment of Rents and Leases may be taken either independently or in conjunction with any other rights or privileges as aforesaid regardless remedies of the value Lender under this Mortgage. The Borrower shall execute and deliver such further assurances, assignments, notices or other documents and do all such other things as the Lender may reasonably require from time to time to perfect this assignment of the Mortgaged Property given as security hereunder, Rents and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower As additional security for the Indebtedness secured hereby, Grantor does hereby absolutely bargain, sell, transfer, assign, convey, set over and unconditionally assignsdeliver unto Beneficiary all right, transfers title and sets over unto Huntington interest of Grantor in, to and Huntington's successors and assigns under all present and future leases covering all now or any part of hereafter affecting the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof thereof, and all amendments, extensions and renewals of such leases and any of them (which are hereinafter individually referred to as a “Lease” and collectively referred to as the “Leases”), any and all security for the collection performance of the lessee’s obligations under a Lease, including without limitation any and all guaranties of lessee’s performance under any Lease, the immediate and continuing right to collect and receive all rents, issues, income, profits and all other amounts which may now or recovery hereafter be or become due or owing under the Leases, and any of Rents so assignedthem, or on account of the use of the Property, all security deposits, damage deposits and other funds paid to Grantor by any lessee, and any and all amounts received by Grantor in payment of damages (a) as a result of the breach of any Lease by the lessee thereunder, or (b) for termination or rejection of any Lease as a result of any proceeding under the Federal Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of a Lease (all such items referred to in this sentence are sometimes herein collectively referred to as the “Rents”). Prior Grantor will execute and deliver to Beneficiary such other specific assignments of rents and leases applicable to the Property as Beneficiary may from time to time request while this Deed of Trust and the Indebtedness are outstanding. The assignment provided for herein is absolute and is effective immediately. Notwithstanding the foregoing, until an Event of DefaultDefault has occurred hereunder, as hereinafter defined, Borrower Grantor shall have a license to receive, collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or enjoy the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default hereunder, such license shall automatically terminate, Grantor shall immediately turn over to Beneficiary all such Rents which may then be in its possession or under its control, and Beneficiary may, at its option, receive and collect all Rents, as hereinafter defined: (i) All they become due. Beneficiary shall thereafter continue to receive and collect all such Rents assigned hereunder as long as such Event of Default shall exist, and during the pendency of any foreclosure proceedings, and during any redemption period. Grantor hereby irrevocably appoints Beneficiary its true and lawful attorney or agent in fact, at the option of Beneficiary and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions and to xxx in the name of Grantor or Beneficiary for or otherwise collect all Rents and apply the same as provided herein. Such appointment shall be paid directly deemed to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection coupled with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower interest and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notesnot be revocable by Grantor. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums Grantor hereby secured. (e) Borrower hereby expressly authorizes and directs lessees of any part of the tenants under the Leases Real Property to pay to Beneficiary or such nominee as Beneficiary may designate in writing delivered to and received by such lessees any and all Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington due Grantor pursuant to the tenantsLeases. Any such payment The lessees are expressly relieved of any and all duty, liability or obligation to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger Grantor in respect of all payments so made. Grantor hereby further authorizes and directs any property manager of the leasehold estates created Real Property to deliver to Beneficiary or such nominee as Beneficiary may designate in writing delivered to and received by such property manager any and all Rents in the Leases with the fee estate possession or control of the Property such property manager, who is expressly relieved of any and Improvements without the prior written consent all duty, liability or obligation to Grantor in respect of Huntingtonall amounts so delivered.

Assignment of Rents and Leases. (a) Borrower Grantor hereby presently and absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Beneficiary all of Grantor's estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Grantor as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all the Rents from the Leases, including those now due, past due or to become due and all Proceeds of the rentsHydrocarbons or attributable to the Land and the Leases. Grantor irrevocably appoints Beneficiary its true and lawful attorney-in-fact, royaltiesat the option of Beneficiary, bonusesat any time and from time to time during the existence of a Default Event, incometo exercise any of Grantor's rights under the Leases, and to demand, receive and enforce payment, to give receipts, revenuesreleases and satisfaction and to xxx, issues in the name of Grantor or Beneficiary, for all of the Rents. The power of attorney granted hereby shall be irrevocable and profits now coupled with an interest and shall terminate only upon the payment of all sums due Beneficiary for all losses, costs, damages, fees and expenses whatsoever associated with the exercise of this power of attorney, and Grantor hereby releases Beneficiary from all liability (SPECIFICALLY INCLUDING ANY LIABILITY DUE TO BENEFICIARY'S NEGLIGENCE, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE, but not as a result of the gross negligence or which may hereafter become due under willful misconduct of Beneficiary) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Grantor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Grantor. It is intended by Grantor and Beneficiary that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions of Grantor contained in the Leases or otherwise to impose any extensions or renewals thereofobligation upon Beneficiary. So long as no Default Event shall have occurred and be continuing, as well as all moneys due Grantor shall have a license, revocable by Beneficiary during the existence of a Default Event, to possess and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under control the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title Rents. Upon a Default Event such license shall be automatically revoked. The assignment is not intended to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all constitute a payment of the obligations Secured Obligations and, therefore, Grantor and undertakings of Beneficiary specifically intend that the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington Secured Obligations shall not be obligated to perform or discharge any obligation or duty to be performed or discharged reduced by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunderRents and Leases assigned. Such reduction shall occur only if, and regardless of to the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes extent that, Beneficiary actually receives Rents and directs the tenants under the Leases to pay applies such Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the LeasesSecured Obligations. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower In furtherance of and in addition to the assignment made by Grantor herein, Grantor hereby absolutely and unconditionally assigns, sells, transfers and sets over unto Huntington conveys to Beneficiary all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all Leases, whether now existing or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter entered into, and all of the rentsits right, royalties, bonuses, income, receipts, revenues, issues title and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due interest in and to become due all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Grantor shall have a revocable license from Beneficiary to Borrower exercise all rights extended to the landlord under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, including the right to receive and collect all liquidated damages following default under Rents and to hold the Leases Rents in trust for use in the payment and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part performance of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits Obligations and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and all rights be continuing. Upon the occurrence and remedies which Borrower may have against any tenant under any during the continuance of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter definedwhether or not legal proceedings have commenced, Borrower shall have a license and without regard to collect and receive all Rents as trustee waste, adequacy of security for the benefit Obligations or solvency of Huntington Grantor, the license herein granted shall automatically expire and Borrowerterminate, without notice by Beneficiary (any such notice being hereby expressly waived by Grantor). (b) Borrower hereby representsGrantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtain, warrants and agrees that: (i) Borrower has good title that upon recordation of this Deed of Trust, Beneficiary shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and Rents hereby assigned all security for such Leases subject to the Permitted Liens and has in the rightcase of security deposits, power rights of depositors and capacity to make requirements of law. Grantor acknowledges and agrees that upon recordation of this assignment. No person or entity other than Borrower has or will have any rightDeed of Trust, title or Beneficiary's interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower Rents shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty deemed to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees fully perfected, "choate" xxx xxforced as to indemnify Huntington for, and to save Huntington harmless from, any Grantor and all liability, damage or expense arising from any of the Leases or from this assignmentthird parties, including, without limitation, claims by tenants for security deposits or for rental payments more than one any subsequently appointed trustee in any case under Title 11 of the United States Code (1) month in advance and not delivered the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to Huntington. All amounts indemnified against hereunderthis Deed of Trust, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without making formal demand and shall be secured hereby. This assignment shall not place responsibility for the controlRents, care, management, obtaining the appointment of a receiver or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for taking any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any partyother affirmative action. (dc) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession Without limitation of the Mortgaged Property) to pay all absolute nature of the assignment of the Rents directly to Huntington at the address specified in hereunder, Grantor and Beneficiary agree that (a) this Deed of Trust shall constitute a "security agreement" for purposes of Section 27 hereof, for which this assignment shall be sufficient warrant; (ii552(b) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Grantor acquired before the commencement of a case in bankruptcy and to manage, operate, lease and develop the same; to collect all amounts paid as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereofRents, and (c) such security interest shall extend to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the all Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured acquired by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from estate after the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency commencement of any party bound for the payment of the Indebtedness or the other sums hereby securedcase in bankruptcy. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Debtor hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Mortgagee all of Debtor's estate, right, title and Huntington's successors interest in, to and assigns under all present and future leases covering all leases, whether existing on the date hereof or hereafter entered into (including any part of extensions, modifications or amendments thereto) relating to the Mortgaged Property Premises (the "Leases"), together with any extensions all rights, powers, privileges, options and other benefits of Debtor as the lessor or renewals thereof lessee under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all the rents, revenues, profits and income from the Leases with respect to the Premises, excluding Debtor's accounts receivable and those of its tenants and subtenants, including those now due, past due or to become due. Debtor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the option of Mortgagee, at any time and from time to time upon an Event of Default, to take possession and control of the Premises, pursuant to Debtor's rights as lessor under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Debtor or Mortgagee, for all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"income thereof. It is intended by Debtor and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. The consideration received by Debtor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Debtor. Notwithstanding the foregoing, however, so long as there is no Event of Default (taking into consideration the expiration of any applicable cure period), together with any and all rights and remedies which Borrower may Debtor shall have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an a license, revocable upon such Event of Default, as hereinafter defined, Borrower shall have a license to possess and control the Premises and collect and receive all Rents rents, revenues, profits and income. Upon an Event of Default (after the expiration of any applicable grace and cure period), such license shall be automatically revoked. (b) Upon any Event of Default (after the expiration of any applicable grace and cure period), Mortgagee may, at any time without notice (except if required by applicable law), either in person, by agent or by a court-appointed receiver, regardless of the adequacy of Mortgagee's security, and at its sole election (without any obligation to do so), enter upon and take possession and control of the Premises, or any part thereof, to perform all acts necessary and appropriate to operate and maintain the Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in Mortgagee's or Debtor's name, xxx or otherwise collect such rents, revenues, profits and income from the Premises as specified in this Mortgage as the same become due and payable, including, but not limited to, rents then due and unpaid. Mortgagee may so xxx for or otherwise collect such rents, revenues, profits and income with or without taking possession of the Premises. All rents collected shall be held by Debtor as trustee for the benefit of Huntington Mortgagee only. Debtor agrees that upon an Event of Default, each tenant of the Premises shall make its rent payable to and Borrower. pay such rent to Mortgagee (bor Mortgagee's agents) Borrower hereby representson Mortgagee's written demand therefor, warrants and agrees that: (i) Borrower has good title delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the part of said tenant to inquire further as to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all existence of the obligations and undertakings an Event of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrualDefault by Debtor. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; All rents, revenues, profits and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death income collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Mortgagee to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney's fees, actual receiver's fees, actual premiums on receiver's bonds, actual costs of repairs to the RentsPremises, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by actual premiums on insurance policies, taxes, assessments and other charges on the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of BorrowerPremises, and the tenants may rely upon actual costs of discharging any written statement delivered by Huntington obligation or liability of Debtor as lessor or landlord of the Premises and to the tenantssums secured by this assignment. Mortgagee or the receiver shall have access to the books and records used in the operation and maintenance of the Premises and shall be liable to account only for those rents actually received. Mortgagee shall not be liable to Debtor, anyone claiming under or through Debtor or anyone having an interest in the Premises by reason of anything done or left undone by Mortgagee hereunder, except to the extent of Mortgagee's gross negligence or willful misconduct. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger entering upon and taking possession and control of the leasehold estates created Premises by Mortgagee or the Leases with the fee estate receiver and any application of the Property rents, revenues, profits and Improvements without the prior written consent income as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Mortgagee under applicable law or provided therein.

Assignment of Rents and Leases. Xxxxxxxxx does hereby irrevocably, absolutely and unconditionally grant, sell, convey, assign, pledge, transfer, set over and deliver to Mortgagee: (a) Borrower hereby absolutely all of Mortgagor's interest in and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns to all present current and future leases covering and other agreements affecting the use, enjoyment, or occupancy of all or any part of the Mortgaged Property, and all other leases and other agreements affecting the use, enjoyment or occupancy of any part of the Mortgaged Property now or hereafter made affecting the Mortgaged Property or any portion thereof, together with any guaranty, extensions, renewals, replacements or modifications of the same (all of the leases and other agreements described above together with all other present and future leases and present and future agreements and any guaranty, extension, renewal, replacement or modification of the same are hereinafter collectively referred to as the "Leases"); and (b) all rents, together with any extensions or income, issues, revenues and profits arising from the Leases and renewals thereof and any guaranties of any tenants' obligations thereunder, and together with all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under from the Leases or any extensions or renewals thereofuse, as well as all moneys due enjoyment and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms occupancy of the LeasesMortgaged Property (including, all but not limited to, minimum rents, additional rents, percentage rents, deficiency rents, security deposits and liquidated damages following default under the Leases and any Leases, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property Property, all of Mortgagor's rights to recover monetary amounts from any Lessee (such rentsas hereinafter defined) in bankruptcy including, incomewithout limitation, receiptsrights of recovery for use and occupancy and damage claims arising out of Lease defaults, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents")including rejection of a Lease, together with any sums of money that may now or at any time hereafter be or become due and payable to Mortgagor by virtue of any and all rights royalties, overriding royalties, bonuses, delay rentals and remedies which Borrower may have against any tenant other amount of any kind or character arising under any of the and all present and all future oil, gas and mining Leases or others in possession of covering the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington forthereof, and all proceeds and other amounts paid or owing to save Huntington harmless from, Mortgagor under or pursuant to any and all liabilitycontracts and bonds relating to the construction, damage erection or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession renovation of the Mortgaged Property) to pay (all of the Rents directly rights described above hereinafter collectively referred to Huntington at as the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the "Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured"). (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Each Mortgagor hereby absolutely and unconditionally assignsirrevocably assigns to Mortgagee all its right, transfers title, interest and sets over unto Huntington and Huntingtonlessor's successors and assigns all present and future or sublessor's estate or interest in, to or under any leases covering all or any part subleases of the Mortgaged Property (the "Leases"), together with any extensions Property. Each Mortgagor hereby further absolutely and irrevocably assigns to Mortgagee all its rights or renewals thereof and any guaranties of any tenants' obligations thereunder, and interests in or to all of the rents, royaltiesissues, bonusesprofits and proceeds of the Mortgaged Property, income, receipts, revenues, issues and profits now due including all leases or which may hereafter become due under the Leases or any extensions or renewals subleases thereof, as well as all moneys due rents and to become due to Borrower other sums payable under the Leases for servicesany leases or subleases thereof, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part the conversion, voluntary or involuntary, of the Mortgaged Property (such into cash or liquidated amounts or claims for the purposes and upon the terms and conditions hereinafter set forth. Mortgagee is hereby authorized to collect and receive the foregoing rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents")proceeds, together with any to give proper receipts and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington foracquittances therefor, and to save Huntington harmless from, any and all liability, damage or expense arising from any apply the same to the payment of the Leases or from this assignmentSecured Obligations, includingnotwithstanding the fact that the same may not then be due and payable, without limitationprovided however, claims by tenants for security deposits or for rental payments more than one that Mortgagee hereby grants to POA the exclusive right to collect, use, enjoy and receive such rents, issues, profits and proceeds (1except Loss Proceeds, Eminent Domain Proceeds and Title Event Proceeds) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of until an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, has occurred and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this is continuing. The foregoing assignment shall not cause Mortgagee to be sufficient warrant; (ii) Huntington shall have the right a "mortgagee-in-possession" for any purpose or to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not liable in any way preclude under any leases or abridge the right of Huntington subleases so assigned to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedMortgagee. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's Mortgagee, its successors and assigns assigns, all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, revenues issues and profits now due or which may hereafter become due under the Leases leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower Mortgagor may have against any tenant under any of the Leases leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assignedProperty. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington Mortgagee shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower Mortgagor under any of the Leasesleases; and Borrower Mortgagor hereby agrees to indemnify Huntington Mortgagee for, and to save Huntington Mortgagee harmless from, any and all liability, damage or expense arising from any of the Leases leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured herebyfees. This assignment shall not place responsibility for the control, care, management, management or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for Mortgagee. Upon any negligence default in the managementpayment of the Indebtedness, operationor upon any default in performance or observance of any of the terms, upkeep, repair covenants or control agreements of same resulting in loss this Mortgage or damage any one or injury or death to any party. (d) Upon more of the occurrence of an Event of Default as hereinafter defined: (i) All Rents other Instruments securing the Indebtedness and Obligations all rents assigned hereunder shall be paid directly to HuntingtonMortgagee, and Huntington Mortgagee may notify the tenants under the Leases leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Mortgagee. Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, collected by Mortgagee may be applied toward the payment of taxes, assessmentsassets, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereonProperty, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, interest as Huntington Mortgagee may elect. If the Rents are Mortgagor shall not sufficient to meet the costs, if any, of taking control of and managing lease the Mortgaged Property without Mortgagee's consent, however if Mortgagee consents to a lease Mortgagor will comply with and collecting observe the Rents, any funds expended by Huntington for such purposes shall become indebtedness duties of Borrower lessor thereunder and Mortgagor will furnish Mortgagee with a copy upon request. Mortxxxxx xxxees to Huntington secured by provide Mortgagee a separate Assignment of Lease upon request to clarify the Mortgage. Unless Huntington and Borrower agree in writing to other terms rights of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the NotesMortxxxxx xxx Mortgagee therein. The exercise or failure to exercise any absence of a separate assignment will not affect the above remedies shall not in any way preclude or abridge the right rights of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedMortgagee granted hereby. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower As further security for the payment of the Indebtedness, Mortgagor hereby presently, irrevocably, absolutely and unconditionally assignstransfers, transfers assigns and sets over unto Huntington Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all leases, lease termination agreements, license agreements, concession agreements, parking management agreements and other occupancy agreements of any nature, oral or any part written, of the Mortgaged Property (Land and space in the "Leases")Improvements, together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter made, and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, damages payable upon default by tenant, or other sums in any of said leases provided to be paid to the lessor thereunder, profits, income, receiptslicense fees, revenues, concession fees and issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesSecurity (collectively, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), to be applied by Mortgagee in payment of the Indebtedness and also together with any and all rights and remedies which Borrower may have against any tenant under any guaranties of the Leases or others in possession obligations of the Mortgaged Property tenants thereunder and the rights of Mortgagor to receive, hold and apply all bonds and security in all of said leases provided to be furnished to the lessor thereunder, and also together with the rights of Mortgagor to enforce any and all of the agreements, terms, covenants and conditions in all of said leases provided and to give notices thereunder. Provided, however, that until an Event of Default occurs hereunder, Mortgagor shall have a revocable license to collect the Rents and to exercise and enjoy all of the aforesaid rights, privileges and benefits. Mortgagee may receive and collect the Rents personally or any part thereof for through a receiver upon the collection or recovery occurrence of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for during the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington pendency of any failure to do soforeclosure proceeding and during any redemption period. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default, Mortgagor agrees to consent to a receiver if this is believed necessary or desirable by Mortgagee to enforce its rights under this Section. Notwithstanding anything contained herein to the contrary, if all outstanding Events of Default are subsequently cured or waived prior to Acceleration of Maturity (as hereinafter defined: (i) All defined in the Note), then Mortgagor automatically shall have the same revocable license to collect the Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay enjoy all of the Rents directly aforesaid rights, privileges, and benefits. Mortgagor shall not otherwise assign or pledge, or contract, expressly or by implication, to Huntington at assign or pledge, any lease of the address specified Land or space in Section 27 hereofthe Improvements or the rights to xxx for, for which collect and receive any Rents, or the rights to receive, hold and apply any bonds and security in any of said leases provided to be furnished to the lessor thereunder, or the rights to enforce any of the agreements, terms, covenants or conditions of said leases or to give notices thereunder, unless in each instance the written consent thereto of Mortgagee be first obtained. Nothing in this assignment Mortgage shall be sufficient warrant; (ii) Huntington construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as lessor under any of the leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the lessor. If, notwithstanding the occurrence of an Event of Default, Mortgagee shall from time to time suffer or permit Mortgagor to xxx for, collect or receive any Rents, or to receive, hold or apply any bonds or security under any of the leases hereinabove assigned, or to enforce any of the agreements, terms, covenants or conditions thereunder or to give notices under said leases, after the occurrence of an Event of Default, neither such sufferance nor permission shall constitute a waiver or relinquishment by Mortgagee of the rights hereunder and hereby assigned to Mortgagee with respect to any subsequent Rents, or with respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices; provided, however, notwithstanding the foregoing, it is agreed by Mortgagee that if all outstanding Events of Default are cured or waived prior to Acceleration of Maturity, then Mortgagor automatically shall have the right same revocable license to forthwith enter and take possession of collect the Mortgaged Property Rents and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection otherwise deal with the management, operation, development, leasing and construction of the Mortgaged Property leases as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedaforesaid. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. Grantor hereby absolutely and irrevocably assigns to Beneficiary all Grantor's interest in the Rents and Leases. This assignment shall be subject to the terms and conditions of any separate assignment of leases and/or rents, whenever executed, in favor of Beneficiary and covering the Property. Grantor warrants that it has made no prior assignment of the Rents or Leases and will make no subsequent assignment without the prior written consent of Beneficiary. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future Unless otherwise provided in any separate assignment of leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderand/or rents, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, so long as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or Grantor is not the same were supplied under the terms of the Leases, all liquidated damages following in default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage Loan Documents, Grantor may collect the Rents as they become due. Grantor shall use the Rents to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof pay normal operating expenses for the collection Property and sums due and payments required under the Loan Documents. No Rents shall be collected for a period subsequent to the current one month rental period and first or recovery of Rents so assignedlast month's rent. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license Grantor's right to collect and receive all the Rents as trustee for shall not constitute Beneficiary's consent to the benefit use of Huntington and Borrowercash collateral in any bankruptcy proceeding. (b) Borrower hereby representsIf Grantor is in default under the Loan Documents, warrants without notice to Grantor, Beneficiary or its agents, or a court appointed receiver, may collect the Rents. In doing so, Beneficiary may (a) evict lessees for nonpayment of rent, (b) terminate in any lawful manner any tenancy or occupancy, (c) lease the Property in the name of the then owner of such terms as it may deem best and agrees that: (id) Borrower has good title institute proceedings against any lessee for past due rent. The Rents received shall be applied to payment of the Leases costs and Rents hereby assigned and has expenses of collecting the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except including a reasonable fee to Beneficiary, a receiver or an agent, operating expenses for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost Property and expense, perform and discharge all of the obligations and undertakings of the landlord any sums due or payments required under the Leases and give prompt notice Loan Documents, in such order as Beneficiary may determine. Any excess shall be paid to Huntington of Grantor, however, Beneficiary may withhold from any excess a reasonable amount to pay sums anticipated to become due which exceed the anticipated future Rents. Beneficiary's failure to do so. Borrower collect or discontinuing collection at any time shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or not in any manner connected withaffect the subsequent enforcement by Beneficiary of its rights to collect the Rents. The collection of the Rents shall not cure or waive any default under the Loan Documents. Any Rents paid to Beneficiary or a receiver shall be credited against the amount due from the lessee under the Lease. In the event any lessee under the Lease becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, Grantor covenants and agrees that in the event any of the Leases are so rejected, no damages settlement shall be made without the prior written consent of Beneficiary; any check in payment of damages for rejection or termination of any such Lease will be made payable to both the Grantor and Beneficiary; and Grantor hereby assigns any such payment to Beneficiary and further covenants and agrees that upon request of Beneficiary, it will duly endorse to the order of Beneficiary any such check, the Leases or the obligations and undertakings proceeds of which will be applied to any portion of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property indebtedness secured hereunder in a such manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrualas Beneficiary may elect. (c) Huntington Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Property or any part thereof, Beneficiary is not and shall not be obligated deemed to perform or discharge be: (1) a mortgagee in possession" for any obligation or duty to be performed or discharged by Borrower under purpose; or (2) responsible for performing any of the Leasesobligations of the lessor under any lease; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless fromor (3) responsible for any waste committed by lessees or any other parties, any and all liability, damage dangerous or expense arising from any defective condition of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, managementProperty, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party.the Property; or (d4) Upon liable in any manner for the occurrence Property or the use, occupancy, enjoyment or operation of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable part of it. In exercising its rights under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington this section Beneficiary shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed be liable only for the collection proper application of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee and accounting for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property Rents collected by Beneficiary or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedits agents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. Mortgagor does hereby irrevocably, absolutely and unconditionally grant, sell, convey, assign, pledge, transfer, set over and deliver to Mortgagee: (a) Borrower hereby absolutely all of Mortgagor's interest in and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns to all present current and future leases covering and other agreements affecting the use, enjoyment, or occupancy of all or any part of the Mortgaged Property, and all other leases and other agreements affecting the use, enjoyment or occupancy of any part of the Mortgaged Property now or hereafter made affecting the Mortgaged Property or any portion thereof, together with any guaranty, extensions, renewals, replacements or modifications of the same (all of the leases and other agreements described above together with all other present and future leases and present and future agreements and any guaranty, extension, renewal, replacement or modification of the same are hereinafter collectively referred to as the "Leases"); and (b) all rents, together with any extensions or income, issues, revenues and profits arising from the Leases and renewals thereof and any guaranties of any tenants' obligations thereunder, and together with all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under from the Leases or any extensions or renewals thereofuse, as well as all moneys due enjoyment and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms occupancy of the LeasesMortgaged Property (including, all but not limited to, minimum rents, additional rents, percentage rents, deficiency rents, security deposits and liquidated damages following default under the Leases and any Leases, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property Property, all of Mortgagor's rights to recover monetary amounts from any Lessee (such rentsas hereinafter defined) in bankruptcy including, incomewithout limitation, receiptsrights of recovery for use and occupancy and damage claims arising out of Lease defaults, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents")including rejection of a Lease, together with any sums of money that may now or at any time hereafter be or become due and payable to Mortgagor by virtue of any and all rights royalties, overriding royalties, bonuses, delay rentals and remedies which Borrower may have against any tenant other amount of any kind or character arising under any of the and all present and all future oil, gas and mining Leases or others in possession of covering the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington forthereof, and all proceeds and other amounts paid or owing to save Huntington harmless from, Mortgagor under or pursuant to any and all liabilitycontracts and bonds relating to the construction, damage erection or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession renovation of the Mortgaged Property) to pay (all of the Rents directly rights described above hereinafter collectively referred to Huntington at as the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the "Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured"). (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. The following provisions shall apply to the assignment of rents, leases and profits for the Premises: (a) Borrower To further secure the Indebtedness, Xxxxxxxxx hereby absolutely and unconditionally assigns, transfers and sets over assigns unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and Lender all of the rents, royalties, bonuses, income, receipts, revenues, issues leases and profits income now or hereafter due under any Leases agreed to by Mortgagor or the agents of Mortgagor or which may hereafter become be made or agreed to by Xxxxxx under the powers herein granted, it being the intention hereby to establish an absolute transfer and assignment of all such Leases, rents and income thereunder, to Lender. Mortgagor hereby irrevocably appoints Lender its attorney-in-fact (this power of attorney and any other powers of attorney granted herein are powers coupled with an interest and cannot be revoked, modified or altered without the written consent of Lender) with or without taking possession of the Premises, to lease any portion of the Premises to any party upon such terms as Lender shall determine, and to collect all rents due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms each of the Leases, with the same rights and powers and subject to the same immunities, exoneration of liability and rights of recourse and indemnity as Xxxxxx would have upon taking possession of the Premises. Xxxxxxxxx represents 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 for any portion of the Premises has been or will be waived, reduced or otherwise discharged or compromised by Xxxxxxxxx. Xxxxxxxxx xxxxxx any rights of set-off against any person in possession of any portion of the Premises. Xxxxxxxxx agrees that it will not assign any of the rents or profits of the Premises, except to a purchaser or grantee of the Premises. Nothing herein contained shall be construed as constituting Lender a Lender in possession in the absence of the taking of actual possession of the Premises as permitted herein. Mortgagor expressly waives all liquidated damages following default under liability of Lender in the Leases and exercise of the powers herein granted Xxxxxx. Mortgagor shall assign to Lender all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to future leases upon any part of the Mortgaged Property Premises and shall execute and deliver, at the request of Xxxxxx, all such further assurances and assignments in the Premises as Lender shall from time to time require. Although the assignment contained in this paragraph is a present assignment, Xxxxxx shall not exercise any of the rights or powers conferred upon it by this paragraph until an Event of Default shall exist under this Mortgage. Within thirty (such rents30) days of Xxxxxx's written demand, income, receipts, revenues, issues, profits Xxxxxxxxx will furnish Lender with executed copies of each of the Leases and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any estoppel letters from each tenant in a form satisfactory to Lender. If Xxxxxx requires that Xxxxxxxxx execute and all rights and remedies which Borrower may have against any tenant under record a separate collateral assignment of rents or separate assignments of any of the Leases or others to Lender, the terms of those assignments shall control in possession the event of a conflict with the Mortgaged Property or any part thereof for the collection or recovery terms of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrowerthis Mortgage. (b) Borrower hereby representsWith respect to the Leases, Xxxxxxxxx represents and warrants and agrees to Lender that: (i) Borrower has good title Xxxxxxxxx is entitled to the Leases receive all rents free and Rents hereby assigned clear of all rights, loans, liens, liens, encumbrances, and has the right, power claims except as disclosed to and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest accepted by Xxxxxx in or to the Leases or Rents, except for the Permitted Encumbranceswriting. (ii) Borrower shallXxxxxxxxx has the full right, at Borrower's sole cost power, and expense, perform authority to enter into this Mortgage and discharge to assign and convey all of the obligations rights to rents and undertakings of the landlord profits under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunderLender. (iii) Borrower shall generally operate and maintain Mortgagor has not previously assigned or conveyed the Mortgaged Property rents or profits under the Leases to any other person by any instrument now in a manner to insure maximum Rentsforce. (iv) Borrower shall Mortgagor will not pledgesell, transferassign, mortgage encumber, or otherwise encumber or assign dispose of any of Mortgagor's rights in the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrualexcept as provided in this Mortgage. (c) Huntington Lender shall have the right at any time, and after an Event of Default shall have occurred under this Mortgage, to collect and receive the all rents pursuant to the Leases. For this purpose, Xxxxxx is hereby given and granted the following rights, powers and authority: (i) Xxxxxx may send notices to any and all tenants of the Premises advising them of this assignment and directing all rents to be paid directly to Xxxxxx or Xxxxxx's agent. (ii) Lender may enter upon and take possession of the Premises; demand, collect and receive from the tenants or from any other persons liable therefor, all of the rents; institute and carry on all legal proceedings necessary for the protection of the Premises, including such proceedings as may be necessary to recover possession of the Premises; collect the rents and remove any tenant or tenants or other persons from the Premises. (iii) Lender may rent or lease the whole or any part of the Premises for such term or terms and on such conditions as Lender may deem appropriate. (iv) Lender may engage such agent or agents as Lender may deem appropriate, either in Xxxxxx's name or in Xxxxxxxxx's name, to rent and manage the Premises, including the collection and application of rents. (d) Lender, in its sole discretion, shall determine the application of any and all rents received by it; however, any such rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Xxxxxx under this Mortgage and not reimbursed from the rents shall become a part of the Indebtedness secured by this Mortgage, and shall be payable on demand, with interest at the Note rate from date of expenditure until paid. (e) The Assignee shall not be liable for any loss sustained by the Assignor resulting from the Assignee’s failure to let the Premises or from any other act or omission of the Assignee in managing, operating or maintaining the Premises following the occurrence of an Event of Default. The Assignee shall not be obligated to observe, perform or discharge, nor does the Assignee hereby undertake to observe, perform or discharge any obligation covenant, term, condition or duty agreement contained in any Lease to be observed or performed by the lessor thereunder, or discharged by Borrower under any obligation, duty or liability of the Leases; Assignor under or by reason of this Assignment. The Assignor shall and Borrower does hereby agrees agree to indemnify Huntington forindemnify, defend (using counsel reasonably satisfactory to the Assignee) and to save Huntington hold the Assignee harmless from, from and against any and all liability, loss or damage which the Assignee may incur under any Lease or expense arising under or by reason of this Assignment and of and from any and all claims and demands whatsoever which may be asserted against the Assignee by reason of any alleged obligation or undertaking on its part to observe or perform any of the Leases covenants, terms, conditions and agreements contained in any Lease; provided, however, in no event shall the Assignor be liable for any liability, loss or from damage which the Assignor incurs as a result of the Assignee’s gross negligence or willful misconduct. Should the Assignee incur any such liability, loss or damage under any Lease or under or by reason of this assignmentAssignment, includingor in the defense of any such claim or demand, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunderthe amount thereof, including costs, expenses and reasonable attorneys' fees if paid by Huntington’ fees, shall bear become immediately due and payable by the Assignor with interest thereon at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured herebyby this Assignment. This assignment Assignment shall not operate to place responsibility upon the Assignee for the care, control, care, management, management or repair of the Mortgaged Property upon Huntington Premises or for the carrying out of any of the covenants, terms, conditions and agreements contained in any Lease, nor shall it operate to make Huntington the Assignee responsible or liable for any waste committed upon the Premises by any tenant, occupant or other party, or for any dangerous or defective condition of the Premises, or for any negligence in the management, operation, upkeep, repair or control of same the Premises resulting in loss or damage or injury or death to any party. (d) Upon tenant, occupant, licensee, employee or stranger. Nothing set forth herein or in the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to HuntingtonMortgage, and Huntington may notify no exercise by the tenants under Assignee of any of the Leases (rights set forth herein or any other parties in the Mortgage shall constitute or be construed as constituting the Assignee a “mortgagee in possession” of the Premises, in the absence of the taking of actual possession of the Mortgaged Property) Premises by the Assignee pursuant to pay all the provisions hereof or of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's Mortgagee, its successors and assigns assigns, all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or leases of any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower Mortgagor may have against any tenant under any of the Leases leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assignedProperty. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington Mortgagee shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower Mortgagor under any of the Leasesleases; and Borrower Mortgagor hereby agrees to indemnify Huntington Mortgagee for, and to save Huntington Mortgagee harmless from, any and all liability, damage or expense arising from any of the Leases leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured herebyfees. This assignment shall not place responsibility for the control, care, management, management or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for Mortgagee. Upon any negligence default in the managementpayment of the indebtedness, operationor upon any default in performance or observance of any of the terms, upkeep, repair covenants or control agreements of same resulting in loss this Mortgage or damage any one or injury or death to any party. (d) Upon more of the occurrence of an Event of Default as hereinafter defined: (i) All Rents other instruments securing the Indebtedness and Obligations all rents assigned hereunder shall be paid directly to HuntingtonMortgagee, and Huntington Mortgagee may notify the tenants under the Leases leases (or any other parties in possession of the Mortgaged Property) to pay all of off the Rents rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Mortgagee. Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, collected by Mortgagee may be applied toward the payment of taxes, assessmentsassets, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereonProperty, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, interest as Huntington Mortgagee may elect. If the Rents are Mortgagor shall not sufficient to meet the costs, if any, of taking control of and managing lease the Mortgaged Property without Mortgagee's consent, however, if Mortgagee consents to a lease Mortgagor will comply with and collecting observe the Rents, any funds expended by Huntington for such purposes shall become indebtedness duties of Borrower lessor thereunder and Mortxxxxx xxxl furnish Mortgagee with a copy upon request. Mortxxxxx xxxees to Huntington secured by provide Mortgagee a separate Assignment of Lease upon request to clarify the Mortgage. Unless Huntington and Borrower agree in writing to other terms rights of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the NotesMortxxxxx xxx Mortgagee therein. The exercise or failure to exercise any absence of a separate assignment will not affect the above remedies shall not in any way preclude or abridge the right rights of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedMortgagee granted hereby. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower As additional security for the obligations ------------------------------ secured by this Mortgage, BCRE hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington assigns to Collateral Agent, all the right, title and Huntington's successors interest of BCRE, as lessor, in and assigns to all present current leases of the Property, if any, and any guarantees, amendments, renewals or extensions thereof, and all future leases covering all or any part of made by BCRE with respect to the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderProperty, and all of the rents, royaltiesissues, bonuses, income, receipts, revenues, issues proceeds and profits now due or which may hereafter become due under therefrom; provided that BCRE shall have the Leases or any extensions or renewals thereof, right to collect and retain such rents so long as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of DefaultDefault has not occurred and is not continuing. Notwithstanding the foregoing, as hereinafter defined, Borrower the assignment of rents and leases made by BCRE hereunder shall have be deemed a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrowerpresent assignment. (b1) Borrower hereby representsaccept any payment of any installment of rent more than thirty (30) days in advance of the due date therefor; (2) enter into any assignment of any lease, warrants and agrees that: (i) Borrower has good title license or concession pertaining to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person Property; or entity other than Borrower has (3) modify or will have amend any right, title lease in any material respect or interest in cancel or to the Leases or Rents, terminate any lease except for the Permitted Encumbrances. (ii) Borrower non-payment of rent. BCRE further covenants and agrees that it shall, at Borrower's its sole cost and expense: (1) promptly abide by, discharge and perform and discharge all of the obligations material covenants, conditions and undertakings agreements contained in all leases of the Property, on the part of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to thereunder; (2) enforce or secure the performance of each and every obligation and undertaking all of the tenants under material covenants, conditions and agreements contained in any lease of the Leases Property on the part of any tenant thereunder; and shall (3) appear in and prosecute or defend any action or proceeding arising under, out of or in any manner connected with, the Leases related to such leases or the obligations and undertakings obligations, duties or liabilities of the landlord or of any tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington . Collateral Agent shall not be obligated to perform or discharge discharge, nor does Collateral Agent hereby undertake to perform or discharge, any obligation obligation, duty or duty to be performed or discharged by Borrower liability under any of the Leases; such leases, and Borrower BCRE hereby agrees to indemnify Huntington for, and to save Huntington hold Collateral Agent harmless from, any of and from all liability, loss or damage which it may incur under said leases or expense arising from any under or by reason of the Leases assignment thereof and all claims and demands whatsoever which may be asserted against Collateral Agent except to the extent any such claims or demands arise from this assignmentthe gross negligence or willful misconduct of Collateral Agent. Should Collateral Agent incur any liability, includingloss or damage under said leases or under or by reason of the assignment thereof, without limitationor in the defense of any claims or demands made in connection therewith, except to the extent any such claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunderdemands arise from the gross negligence or willful misconduct of Collateral Agent, the amount thereof, including reasonable attorneys' fees if paid by HuntingtonAttorney Costs, shall bear be secured hereby, and shall become immediately due and payable upon demand with interest at the Default Rate from the date of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured herebyadvancement until paid. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence and continuance of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder and subject to the terms of the Intercreditor Agreement, Collateral Agent, or any authorized agent of Collateral Agent or any judicially-appointed receiver, shall be paid directly entitled to Huntingtonenter upon, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of and manage the Mortgaged Property and to manage, operate, lease and develop collect the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costsrents therefrom, if any, of taking control of and managing the Mortgaged Property and collecting the Rentsincluding any rents past due, any funds expended all as more specifically provided in Paragraph 14. All rents collected by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies foregoing parties shall not in any way preclude or abridge the right of Huntington be applied first to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent costs of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate management of the Property and Improvements without collection of rents, including receiver's fees, premiums or bonds and Attorney Costs, and then to the prior written consent of Huntingtonsums secured by this Mortgage in the manner provided in the Intercreditor Agreement. Any such party shall be liable to account only for the rents actually received.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely presently assigns to Lender all of Mortgagor’s right, title and unconditionally assignsinterest in and to any Leases, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of as defined hereinafter, with respect to the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderProperty, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due of the Property. “Lease” shall mean every lease or sublease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which may shall hereafter become due under be entered into, and by which Mortgagor is a lessor or the Leases like, and any renewals, extensions or other modifications thereof. Mortgagor grants to Lender, with or without Lender or any extensions or renewals thereofother Person (including, as well as all moneys due without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to become due to Borrower under enter onto the Leases Property for services, materials or installations supplied whether or not purposes of collecting the same were supplied under and to let the terms of the Leases, all liquidated damages following default under the Leases Property and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (apply such rents, incomeissues and profits, receiptsafter payment of all charges and expenses relating to the Property, revenuesto the Obligations. This assignment shall be an absolute assignment, issuessubject to the license herein granted to Mortgagor and Mortgagor’s obligations hereunder, profits and other moneys assigned shall continue in effect until the Obligations are fully paid and performed. Lender hereby are hereinafter collectively called "Rents")grants a revocable license to Mortgagor to collect and use such rents, together with issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any and all rights and remedies which Borrower may have against any tenant under any action on Lender’s part, upon the occurrence of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower Mortgagor hereby agrees to indemnify Huntington Lender for, and to save Huntington hold Lender harmless from, any and all liability, damage or expense liability and expenses arising from any of the Leases such Lease or from this assignment, including, without limitation, claims by tenants for security deposits other agreement or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notesany assignments thereof, and no assignment of any such Lease or other agreement shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place the responsibility for the control, care, management, management or repair of the Mortgaged Property upon Huntington or Lender, nor make Huntington responsible or Lender liable for any negligence in or other tortious conduct, whether by Lender or any other Person, with respect to the management, operation, upkeep, repair or control of same the Property resulting in loss injury, death, property or other damage or injury loss of any nature whatsoever. Mortgagor shall not cancel, amend or death otherwise modify the terms and conditions of any Lease without obtaining Lender’s prior consent; nor shall Mortgagor accept payments of rent or the like more than one month in advance without obtaining Lender’s prior consent. Lender may exercise Lender’s rights from time to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants time under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of section without first commencing foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenantsLender so elects. Any such payment election by Lender to Huntington exercise Lender’s rights from time to time under this section shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of not prohibit Lender from simultaneously or thereafter foreclosing upon the Property and Improvements without the prior written consent of Huntingtonor exercising any other rights available to Lender hereunder or at law.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers transfers, conveys, and sets over unto Huntington to Mortgagee all of Mortgagor’s estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Mortgagor as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due, or to become due. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the Leases option of Mortgagee, upon the occurrence and all proceeds payable under any policy during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the applicable portions of the Mortgaged Property, pursuant to Mortgagor’s rights under the Leases, to exercise any of Mortgagor’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Mortgagor or Mortgagee, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration or cash collateralization of all Letters of Credit and all obligations of the Issuing Banks and the Lenders in respect of Letters of Credit, and the expiration or termination of all Commitments, and Mortgagor hereby releases Mortgagee from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Mortgagee) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Mortgagor to execute and deliver this assignment and the Liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Mortgagor. It is intended by Mortgagor and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, Borrower this assignment shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions of Mortgagor contained in the Leases or otherwise to impose any obligation upon Mortgagee, and, so long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a license license, revocable by Mortgagee, to possess and control the Leases and collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder Default, such license in favor of Mortgagor shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession automatically revoked. Mortgagee’s acceptance of the Mortgaged Property) to pay all assignment of the Rents directly under this Deed of Trust shall not be deemed to Huntington at constitute Mortgagee a “secured party in possession,” nor obligate Mortgagee to appear in or defend any proceeding relating to the address specified in Section 27 hereofRents, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency expend any money, incur any expenses, or insolvency of perform any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants obligation under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. All right, title and interest of the Grantor in and to all present Leases affecting the Property, and including and together with: (a) Borrower hereby absolutely any and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering Leases upon all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. Property; (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession from or due or arising out of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriateProperty; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iiic) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property all deposits given as security hereunder, for the faithful performance of each of such Leases and regardless of the solvency or insolvency all guaranties of any party bound or all of such Leases, are hereby assigned simultaneously herewith to the Lender as security for the payment of the Indebtedness Note. All Leases affecting the Property shall be submitted by the Grantor to the Lender for its approval prior to the execution thereof. All approved and executed Leases shall, at Lender’s option, be specifically assigned to Lender by instrument in form satisfactory to Lender. All or any such Leases shall be subordinate to this Mortgage. Grantor, as lessor under such Leases, shall comply with all material provisions in such Leases with which the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases lessor is required to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrowercomply, and the tenants shall faithfully and fully enforce all material terms and conditions of such Leases. If Grantor shall not comply with or enforce each such Lease, Lender may rely upon any (without being required to), after ten (10) days prior written statement delivered notice to Grantor, perform and enforce such Leases, and all amounts expended by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There Lender in connection therewith shall be no merger of the leasehold estates created immediately due Lender and shall be secured by the lien hereof. Grantor has on the date hereof executed and delivered to Lender an Assignment of Leases and Rents (“Assignment of Leases and Rents”), which Assignment is a document separate and distinct from this Mortgage, and is not secondary to, but is on a parity and of equal dignity with this Mortgage and the fee estate provisions herein are intended to, and shall be interpreted to, supplement the terms and provisions set forth in the Assignment of Leases and Rents. The foregoing assignment and all related provisions set forth in this Mortgage shall in no way limit the Property related provisions set forth in the Assignment of Leases and Improvements without the prior written consent of HuntingtonRents.

Assignment of Rents and Leases. (a) Borrower In furtherance of and in addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and sets over unto Huntington conveys to Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all Leases, whether now existing or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter entered into, and all of the rentsits right, royalties, bonuses, income, receipts, revenues, issues title and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due interest in and to become due all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to Borrower exercise all rights extended to the landlord under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, including the right to receive and collect all liquidated damages following default under Rents and to hold the Leases Rents in trust for use in the payment and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part performance of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits Obligations and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and all rights be continuing. Upon the occurrence and remedies which Borrower may have against any tenant under any during the continuance of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter definedwhether or not legal proceedings have commenced, Borrower shall have a license and without regard to collect and receive all Rents as trustee waste, adequacy of security for the benefit Obligations or solvency of Huntington Mortgagor, the license herein granted shall automatically expire and Borrowerterminate, without notice by Mortgagee (any such notice being hereby expressly waived by Mortgagor). (b) Borrower hereby representsMortgagor acknowledges that Mortgagee has taken all reasonable actions necessary to obtain, warrants and agrees that: (i) Borrower has good title that upon recordation of this Mortgage, Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and Rents hereby assigned all security for such Leases subject to the Permitted Liens and has in the rightcase of security deposits, power rights of depositors and capacity to make requirements of law. Mortgagor acknowledges and agrees that upon recordation of this assignment. No person or entity other than Borrower has or will have any rightMortgage, title or Mortgagee's interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower Rents shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty deemed to be performed or discharged by Borrower under any of the Leases; fully perfected, "choate" and Borrower hereby agrees enforced as to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignmentMortgagor xxx xxl third parties, including, without limitation, claims by tenants for security deposits or for rental payments more than one any subsequently appointed trustee in any case under Title 11 of the United States Code (1) month in advance and not delivered the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to Huntington. All amounts indemnified against hereunderthis Mortgage, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without making formal demand and shall be secured hereby. This assignment shall not place responsibility for the controlRents, care, management, obtaining the appointment of a receiver or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for taking any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any partyother affirmative action. (dc) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession Without limitation of the Mortgaged Property) to pay all absolute nature of the assignment of the Rents directly to Huntington at the address specified in hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a "security agreement" for purposes of Section 27 hereof, for which this assignment shall be sufficient warrant; (ii552(b) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to manage, operate, lease and develop the same; to collect all amounts paid as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereofRents, and (c) such security interest shall extend to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the all Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured acquired by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from estate after the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency commencement of any party bound for the payment of the Indebtedness or the other sums hereby securedcase in bankruptcy. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower All of Xxxxxxxxx’s right, title and interest in and to the Rents and Leases are hereby absolutely and unconditionally assignsirrevocably assigned to Mortgagee to be applied against the Obligations. Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact, transfers with the right, at Mortgagee’s option at any time, to demand, receive and sets over unto Huntington enforce payment of, to give receipts, releases and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereundersatisfactions for, and all of the rentsto sue, royalties, bonuses, income, receipts, revenues, issues and profits now due either in Xxxxxxxxx’s or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesMortgagee’s name for, all liquidated damages following default under Rents during the Leases and all proceeds payable under any policy continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default. Notwithstanding the foregoing Assignment of Rents, so long as no Event of Default has occurred and is then continuing, Mortgagor may collect, receive, take, use and enjoy such Rents, as hereinafter defined, Borrower shall have a license to collect they become due and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall payable but not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance thereof and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined Mortgagor may exercise all other rights set forth in the NotesLeases (subject to any express restrictions set forth herein, and in the Loan Agreement or in the other Loan Documents). The foregoing assignment shall be payable by Borrower immediately fully operative without demand any further action on the part of either party; and specifically Mortgagee shall be secured hereby. This assignment shall not place responsibility for the controlentitled at its option, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default hereunder and for so long as hereinafter defined: (i) All such Event of Default is continuing, to collect all Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify from the tenants under the Leases (Mortgaged Property whether or any other parties in not Mortgagee takes possession of the Mortgaged Property) . Upon the occurrence and during the continuance of an Event of Default hereunder, the permission hereby given to pay Xxxxxxxxx to collect the Rents and exercise all other rights under the Leases from the Mortgaged Property shall terminate. To the extent permitted by applicable law, this Assignment shall not be deemed or construed to constitute Mortgagee as a mortgagee in possession nor obligate Mortgagee to take any action or to incur expense or perform or discharge any obligation, duty or liability. Exercise of any rights under this Section 4.1 and the application of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment Obligations shall not cure or waive any Event of Default but shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter cumulative of all other rights and take possession remedies of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedMortgagee. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. Grantor hereby absolutely and irrevocably assigns to Beneficiary all Grantor's interest in the Rents and Leases. The foregoing assignment is subject to the terms and conditions of any separate assignment of the Leases and/or Rents, whenever executed, in favor of Beneficiary and covering the Property. Grantor warrants it has made no prior assignment of the Rents or the Leases and will make no subsequent assignment (other than to Beneficiary) without the prior written consent of Beneficiary. At Beneficiary's request, Grantor shall execute and deliver to Beneficiary a separate assignment of rents containing such terms and conditions as Beneficiary may reasonably require. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or Unless otherwise provided in any part separate assignment of the Mortgaged Property (Leases and/or the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderRents, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, so long as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or Grantor is not the same were supplied under the terms of the Leases, all liquidated damages following in default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage Loan Documents, Grantor may collect the Rents as the Rents become due. Grantor shall use the Rents to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof pay normal operating expenses for the collection Property and sums due and payments required under the Loan Documents. No Rents shall be collected for a period subsequent to the current one month rental period and first or recovery of Rents so assignedlast month's rent. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license Grantor's right to collect and receive all the Rents as trustee for shall not constitute Beneficiary's consent to the benefit use of Huntington and Borrowercash collateral in any bankruptcy proceeding. (b) Borrower hereby representsIf Grantor is in default under this Deed of Trust or any other Loan Document, warrants and agrees that: without notice to Grantor, Beneficiary or its agents, or a court appointed receiver, may collect the Rents. In doing so, Beneficiary may (i) Borrower has good title to the Leases and Rents hereby assigned and has the rightevict lessees for nonpayment of rent, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallterminate in any lawful manner any tenancy or occupancy, at Borrower's sole cost and expense, perform and discharge all (iii) lease the Property in the name of the obligations then owner on such terms as it may deem best, (iv) institute proceedings against any lessee for past due rent, and undertakings (v) do all other acts and things as Beneficiary deems necessary or desirable. The Rents received shall be applied to payment of the landlord costs and expenses of collecting the Rents, including a reasonable fee to Beneficiary, a receiver or an agent, operating expenses for the Property and any sums due or payments required under the Leases and give prompt notice Loan Documents, in such order as Beneficiary may determine. Any excess shall be paid to Huntington of Grantor, however, Beneficiary may withhold from any excess a reasonable amount to pay sums anticipated to become due which exceed the anticipated future Rents. Beneficiary's failure to do so. Borrower collect or discontinuing collection at any time shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or not in any manner connected with, affect the Leases or the obligations and undertakings subsequent enforcement by Beneficiary of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner its rights to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or collect the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual.. The collection of the (c) Huntington Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Property or any part thereof, Beneficiary is not and shall not be obligated deemed to perform or discharge be: (i) "a mortgagee in possession" for any obligation or duty to be performed or discharged by Borrower under purpose; (ii) responsible for performing any of the Leasesobligations of the lessor under any Lease; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from(iii) responsible for any waste committed by lessees or any other parties, any and all liability, damage dangerous or expense arising from any defective condition of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, managementProperty, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting the Property; or (iv) liable in loss any manner for the Property or damage the use, occupancy, enjoyment or injury or death to any party. (d) Upon the occurrence operation of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable part of it. In exercising its rights under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington this Section I Beneficiary shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed be liable only for the collection proper application of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee and accounting for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property Rents collected by Beneficiary or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedits agents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Grantor hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Grantee all of Grantor’s estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Grantor as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due or to become due. Grantor irrevocably appoints Grantee its true and lawful attorney-in-fact, at the Leases option of Grantee, at any time and all proceeds payable under any policy from time to time upon the occurrence and during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the Premises, pursuant to Grantor’s rights under the Leases, to exercise any of Grantor’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Grantor or Grantee, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the payment of all sums due Grantee for all losses, costs, damages, fees and expenses whatsoever associated with the exercise of this power of attorney, and Grantor hereby releases Grantee from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Grantee) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Grantor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Grantor. It is intended by Grantor and Grantee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, Borrower this assignment shall not be construed to bind Grantee to the performance of any of the covenants, conditions or provisions of Grantor contained in the Leases or otherwise to impose any obligation upon Grantee, and, so long as no Event of Default shall have occurred and be continuing, Grantor shall have a license license, revocable upon an Event of Default, to possess and control the Premises and collect and receive all Rents as trustee for the benefit Rents. Upon an Event of Huntington and BorrowerDefault, such license shall be automatically revoked. (b) Borrower hereby representsUpon the occurrence and during the continuance of an Event of Default, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallGrantee may, at Borrower's sole cost and expenseany time without notice (except if required by applicable law), perform and discharge all either in person, by agent or by a court-appointed receiver, regardless of the obligations adequacy of Grantee’s security, and undertakings of the landlord under the Leases and give prompt notice to Huntington of at its sole election (without any failure obligation to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each ), enter upon and every obligation take possession and undertaking control of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising underPremises, or in any manner connected withpart thereof, the Leases or the obligations to Xxxxxxxx Xx. 00000 GE No. 8004-0863 0000 Xxxxxx Xxxx Albany, Georgia perform all acts necessary and undertakings of the tenants thereunder. (iii) Borrower shall generally appropriate to operate and maintain the Mortgaged Property Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in a manner to insure maximum Rents. (iv) Borrower shall not pledgeGrantee’s or Grantor’s name, transfer, mortgage xxx for or otherwise encumber collect such Rents as specified in this Deed to Secure Debt as the same become due and payable, including, but not limited to, Rents then due and unpaid. Grantee may so xxx for or assign otherwise collect such Rents with or without taking possession of the Leases Premises. Grantor agrees that upon the occurrence and during the continuance of an Event of Default, each tenant of the Premises shall make its rent payable to and pay such rent to Grantee (or Grantee’s agents) on Grantee’s written demand therefor, delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior part of said tenant to accrualinquire further as to the existence of an Event of Default by Grantor. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death Rents collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Grantee to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney’s fees, receiver’s fees, premiums on receiver’s bonds, costs of repairs to the RentsPremises, premiums on insurance policies, taxes, assessments and other charges on the Premises, and the costs of discharging any funds expended by Huntington for such purposes shall become indebtedness obligation or liability of Borrower Grantor with respect to Huntington the Leases and to the sums secured by this Deed to Secure Debt. Grantee or the Mortgage. Unless Huntington receiver shall have access to the books and Borrower agree records used in writing to other terms the operation and maintenance of payment, such amounts the Premises and shall be payable upon demand from Huntington liable to Borrower and account only for those Rents actually received. (d) Grantee shall bear not be liable to Grantor, anyone claiming under or through Grantor or anyone having an interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise Premises by reason of anything done or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security left undone by Grantee hereunder, and regardless except to the extent of the solvency Grantee’s gross negligence or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedwillful misconduct. (e) Borrower hereby authorizes Any entering upon and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, taking possession and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger control of the leasehold estates created Premises by Grantee or the Leases with the fee estate receiver and any application of the Property and Improvements without the prior written consent Rents as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Grantee under applicable law or provided therein.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington Mortgagee and HuntingtonMortgagee's successors and assigns assigns, all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties guarantees of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower Mortgagor under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower Mortgagor may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Mortgagor is hereby expressly permitted to enter into Leases of the Mortgaged Property subject to the terms and conditions contained herein. Prior to an Event of Default, Default (as hereinafter defined, Borrower ) Mortgagor shall have a license to collect and receive all Rents as trustee for the benefit of Huntington Mortgagee and BorrowerMortgagor. (b) Borrower Mortgagor hereby represents, warrants and agrees that: (i) Borrower Mortgagor has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No assignment and no person or entity other than Borrower Mortgagor has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallMortgagor will, at BorrowerMortgagor's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington Mortgagee of any failure to do so. Borrower shall Mortgagor will use all commercially reasonable efforts to enforce or secure the performance of each all material obligations and every obligation and undertaking undertakings of the tenants under the Leases and shall will appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. Without Mortgagee's prior consent, Mortgagor will not (iv1) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. ; (v2) Borrower shall not waive, excuse, condone or in any manner release or discharge any tenant under any of the Leases exceeding 5,000 square feet; (3) disaffirm, cancel, terminate or consent to any surrender of any of the Leases exceeding 5,000 square feet; (4) modify, extend or in any way alter the terms of any of the Leases exceeding 5,000 square feet so as to reduce or diminish or postpone the payments of Rents; (5) permit any assignment of any of the Leases; or (6) collect Rents more than sixty thirty (6030) days prior to accrual. (iv) Mortgagor will give immediate notice to Mortgagee of any notice Mortgagor receives from any tenant under the Leases, specifying any claimed material default by any party under the Leases exceeding 5,000 square feet. (v) Mortgagor hereby assigns any settlement payment for damages for termination of any of the Leases with Anchor Tenants (as said term is defined in the Note) under the Federal Bankruptcy Code, or under any other federal, state, or local statute, to Mortgagee, to be applied to the Indebtedness as Mortgagee may elect, and agrees to endorse any check for such payment to the order of Mortgagee. (vi) All existing Leases are valid, unmodified and in full force and effect and Mortgagor has not performed any act or executed any instrument which might prevent Mortgagee from operating under any of the terms and provisions thereof or which would limit Mortgagee in such operation. (vii) Each of the Leases exceeding 5,000 square feet will be in form and content satisfactory to Mortgagee. Mortgagor shall not enter any Leases at below market rents without Mortgagee's consent. Mortgagor will deliver to Mortgagee certified and correct copies of each of the Leases once fully executed. Upon request of Mortgagee, Mortgagor shall deliver to Mortgagee a subordination and attornment agreement from each Anchor Tenant and such estoppel certificates from the tenants under the Leases as Mortgagee shall reasonably request. (c) Huntington Mortgagee shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower Mortgagor under any of the Leases; and Borrower Mortgagor hereby agrees to indemnify Huntington Mortgagee for, and to save Huntington Mortgagee harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to HuntingtonMortgagee. All amounts indemnified against hereunder, including reasonable attorneys' fees fees, if paid by Huntington, Mortgagee shall bear interest at the Default Rate of Interest, as defined in the NotesNote, and shall be payable by Borrower Mortgagor immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property Premises upon Huntington Mortgagee, or make Huntington Mortgagee responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to HuntingtonMortgagee, and Huntington Mortgagee may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington Mortgagee at the address specified in Section 27 25 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington Mortgagee shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington Mortgagee deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as HuntingtonMortgagee, in its sole discretion, may deem proper; and (iii) Huntington Mortgagee shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington Mortgagee shall pursue its remedies under Subsections 17(d)(iisubsection (ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or HuntingtonMortgagee's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, interest as Huntington Mortgagee may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington Mortgagee for such purposes shall become indebtedness of Borrower Mortgagor to Huntington Mortgagee secured by the this Mortgage. Unless Huntington Mortgagee and Borrower Mortgagor agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington Mortgagee to Borrower Mortgagor and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the NotesNote. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington Mortgagee to foreclose the this Mortgage or to take any other legal or equitable action thereon. Huntington Mortgagee shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower Mortgagor hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington Mortgagee upon written demand by HuntingtonMortgagee, without further consent of BorrowerMortgagor, and the tenants may rely upon any written statement delivered by Huntington Mortgagee to the tenants. Any such payment to Huntington Mortgagee shall constitute payment to Borrower Mortgagor under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Landlord's in the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) With respect to Leases of space of 7,500 square feet or greater Borrower shall not (1) waive, excuse, condone or in any manner release or discharge any tenant under any of the Leases; (2) disaffirm, cancel, terminate or consent to any surrender of any of the Leases; (3) modify, extend or in any way alter the terms of any of the Leases; (4) renew or extend any of the Leases, except pursuant to terms in existing Leases; (5) permit any assignment of any of the Leases; or (6) collect Rents more than sixty thirty (6030) days prior to accrual. (cvii) Huntington shall not be obligated With respect to perform Leases of space of 7,500 square feet or discharge any obligation or duty to be performed or discharged by Borrower under any greater, no settlement for damages for termination of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases under the Federal Bankruptcy Code, or from this assignmentunder any other federal, includingstate, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntingtonlocal statute, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements made without the prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, and any check in payment of such damages shall be made payable to both Borrower and Huntington. Borrower hereby assigns any such payment to Huntington, to be applied to the Indebtedness as Huntington may elect, and agrees to endorse any check for such payment to the order of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such The rents, income, receipts, revenues, issues, security deposits and profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any of the Premises and all rights leases at any time existing are hereby assigned to Mortgagee as further security for the payment of said indebtedness, and remedies which Borrower may have against any tenant under any of the Leases or others in Mortgagor shall, on demand, surrender possession of the Mortgaged Property Premises and Improvements and Chattels to Mortgagee, and hereby consents that, at any time after such demand, Mortgagee may enter upon and take possession of the Premises and Improvements and Chattels and let the same and collect all rents, income and profits therefrom which are due or to become due and apply the same, after payment of all charges and expenses, on account of any part thereof of said indebtedness, whether matured or not, but Mortgagee hereby waives the right to enter upon and take possession of the Premises and Improvements and Chattels for the collection or recovery purpose of Rents so assigned. Prior to an Event of Defaultcollecting said rents, as hereinafter definedincome and profits, Borrower and Mortgagor shall have a license be entitled to collect and receive all Rents said rents, income and profits (except as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or might be otherwise provided in any manner connected withassignment of rents and leases executed in connection with this Mortgage), the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon until the occurrence of an Event of Default. If an Event of Default occurs, Mortgagee, by virtue of such right to possession, or as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonthe agent of Mortgagor may dispossess, by the usual summary proceedings, any tenant then or thereafter in default in the payment of any rent, and Huntington may notify Mortgagor hereby irrevocably appoints Mortgagee the tenants under agent of Mortgagor for such purpose. In the Leases (event that Mortgagor is an occupant of the Premises or any other parties in the Improvements, Mortgagor agrees to surrender possession of the Mortgaged Property) to pay all Premises or Improvements so occupied as Mortgagee may demand and in default of so doing, Mortgagor may also be dispossessed by the Rents directly to Huntington at usual summary proceedings. Mortgagor makes these covenants for the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter benefit of Mortgagee and take possession any subsequent owner of the Mortgaged Property and these covenants shall become effective immediately after the happening of any Event of Default solely on the determination of Mortgagee, provided Mortgagee shall give notice of such determination to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution Mortgagor. In case of foreclosure proceedings to have and the appointment of a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) aboverents, the net income, after allowing a reasonable fee for covenants herein contained shall inure to the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement benefit of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedreceiver. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Grantor hereby absolutely and irrevocably assigns to Beneficiary all Grantor's interest in the Rents and Leases whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and proceeds, and Grantor, without limiting the generality of the Granting Clause hereof, specifically hereby presently, absolutely, unconditionally and irrevocably assigns, transfers and sets over unto Huntington all of the Rents now or hereafter accruing to Beneficiary. Grantor irrevocably appoints Beneficiary its true and Huntington's successors lawful attorney at the option of Beneficiary at any time to demand, receive and assigns all present enforce payment, to give receipts, releases and future leases covering satisfactions, and to sue, either in the name of Grantor or in the name of Beneficiary, for xxl such Rents and proceeds. It is understood and agreed that neither the foregoing assignment of Rents and proceeds to Beneficiary nor the exercise by Beneficiary of any of its rights or remedies under this Deed of Trust shall be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy or enjoyment or operation of all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals portion thereof, as well as all moneys due unless and to become due to Borrower under until Beneficiary, in person or by agent, assumes actual possession thereof; nor shall appointment of a receiver for the Leases for services, materials Property by any court at the request of Beneficiary or installations supplied whether by agreement with Grantor or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in entering into possession of the Mortgaged Property or any part thereof for by such receiver be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the collection Property or recovery the use, occupancy, enjoyment or operation of all or any portion thereof. This assignment is intended to be specific, perfected and choate upon the recording of this Deed of Trust as provided in RCW 7.00.000. This assignment shall be subject to the terms and conditions of any separate assignment of leases and/or rents, whenever executed, in favor of Beneficiary and covering the Property. Grantor warrants that it has made no prior assignment of the Rents so assigned. Prior to an Event or Leases and will make no subsequent assignment without the prior written consent of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and BorrowerBeneficiary. (ba) Borrower hereby representsUnless otherwise provided in any separate assignment of leases and/or rents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest so long as Grantor is not in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord default under the Leases Loan Documents, Grantor may collect the Rents as they become due and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance advance. Grantor shall use the Rents to pay normal operating expenses for the Property and sums due and payments required under the Loan Documents. No Rents shall be collected for a period subsequent to the current one month rental period and first or last month's rent. Grantor's right to collect the Rents shall not delivered constitute Beneficiary's consent to Huntingtonthe use of cash collateral in any bankruptcy proceeding. (b) If Grantor is in default under the Loan Documents, without notice to Grantor, Beneficiary or its agents, or a court appointed receiver, may collect the Rents. All amounts indemnified In doing so, Beneficiary may (i) evict lessees for nonpayment of rent, (ii) terminate in any lawful manner any tenancy or occupancy, (iii) lease the Property in the name of the then owner on such terms as it may deem best and (iv) institute proceedings against hereunderany lessee for past due Rents. The Rents received shall be applied to payment of the costs and expenses of collecting the Rents, including a reasonable attorneys' fees if fee to Beneficiary, a receiver or an agent, operating expenses for the Property and any sums due or payments required under the Loan Documents, in such order as Beneficiary may determine. Any excess shall be paid to Grantor, however, Beneficiary may withhold from any excess a reasonable amount to pay sums anticipated to become due which exceed the anticipated future Rents. Beneficiary's failure to collect or discontinuing collection at any time shall not in any manner affect the subsequent enforcement by Huntington, shall bear interest at Beneficiary of its rights to collect the Default Rate of Interest, as defined Rents. Except in the Notescase of a full reinstatement of the Secured Obligations, the collection of the Rents shall not cure or waive any default under the Loan Documents. Any Rents paid to Beneficiary or a receiver shall be credited against the amount due from the lessees under the Leases. In the event any lessee under the Leases becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, Grantor covenants and agrees that in the event any of the Leases are so rejected, no damages settlement shall be made without the prior written consent of Beneficiary; any check in payment of damages for rejection or termination of any such Lease will be made payable both to the Grantor and Beneficiary; and Grantor hereby assigns any such payment to Beneficiary and further covenants and agrees that upon request of Beneficiary, it will duly endorse to the order of Beneficiary any such check, the proceeds of which will be applied to any portion of the indebtedness secured hereunder in such manner as Beneficiary may elect. (c) Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Property or any part thereof, Beneficiary is not and shall not be payable deemed to be: (i) a mortgagee in possession" for any purpose; or (ii) responsible for performing any of the obligations of the lessor any Lease; or (iii) responsible for any waste committed by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for lessees or any other, any dangerous or defective condition of the control, care, managementProperty, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operationthe, upkeep, repair or control of same resulting in loss or damage or injury or death to any party.the Property; or (div) Upon liable in any manner for the occurrence Property or the use, occupancy, or operation of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable part of it. In exercising its rights under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington this Section Beneficiary shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed be liable only for the collection proper application of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee and accounting for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property Rents collected by Beneficiary or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedits agents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers transfers, conveys, and sets over unto Huntington to Mortgagee all of Mortgagor’s estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Mortgagor as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due, or to become due. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the Leases option of Mortgagee, upon the occurrence and all proceeds payable under any policy during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the applicable portions of the Mortgaged Property, pursuant to Mortgagor’s rights under the Leases, to exercise any of Mortgagor’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to sxx, in the name of Mortgagor or Mortgagee, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, and the expiration or termination of all Commitments, and Mortgagor hereby releases Mortgagee from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Mortgagee) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Mortgagor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Mortgagor. It is intended by Mortgagor and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, Borrower this assignment shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions of Mortgagor contained in the Leases or otherwise to impose any obligation upon Mortgagee, and, so long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a license license, revocable by Mortgagee, to possess and control the Leases and collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder Default, such license in favor of Mortgagor shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession automatically revoked. Mortgagee’s acceptance of the Mortgaged Property) to pay all assignment of the Rents directly under this Deed of Trust shall not be deemed to Huntington at constitute Mortgagee a “secured party in possession,” nor obligate Mortgagee to appear in or defend any proceeding relating to the address specified in Section 27 hereofRents, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency expend any money, incur any expenses, or insolvency of perform any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants obligation under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely All right, title and unconditionally assigns, transfers interest of Mortgagor in and sets over unto Huntington and Huntington's successors and assigns to all present leases affecting the Mortgaged Premises, and including and together with (i) any and all future leases covering upon all or any part of the Mortgaged Property Premises, (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and ii) all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits (“Rents”) from or due or arising out of the Mortgaged Premises and (iii) all deposits given as security for the faithful performance of each of such leases and all guaranties of any or all of such leases, are hereby collaterally assigned simultaneously herewith to Mortgagee as security for the payment of the Notes. All leases affecting the Mortgaged Premises for a term of more than one (1) year (including renewal options) shall be submitted by Mortgagor to Mortgagee for its approval prior to the execution thereof. All approved and executed leases for a term of more than one (1) year (including renewal options) shall, at Mortgagee’s option, be specifically assigned to Mortgagee by instrument in form satisfactory to Mortgagee. All or any such leases shall be subordinate to this Mortgage. Mortgagor, as lessor under such leases, shall comply with all material provisions in such leases with which the lessor is required to comply, and shall faithfully and fully enforce all material terms and conditions of such leases. If Mortgagor shall not comply with or enforce each such lease, Mortgagee may (without being required to), after ten (10) days prior written notice to Mortgagor, perform and enforce such leases, and all amounts expended by Mortgagee in connection therewith shall be immediately due Mortgagee and shall be secured by the lien hereof. Mortgagee hereby grants to Mortgagor, so long as no Event of Default has occurred and is continuing, a license to collect the rents due under any such leases, without any obligation to apply the same to the indebtedness secured hereby. Upon any Event of Default, Mortgagee may at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the Mortgaged Premises, or any part thereof, in its own name xxx for same, less costs and expenses of operation and collection, including attorneys’ fees, upon any indebtedness secured hereby, and in such order as Mortgagee may determine. The collection of such Rents or the entering upon and taking possession of the Mortgaged Premises, or the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. In any case in which under the provisions of this Mortgage Mortgagee has a right to institute foreclosure proceedings, whether before or after the whole principal sum secured hereby is declared to be immediately due, or whether before or after the institution of legal proceedings to foreclose the lien hereof or before or after sale thereunder, forthwith, upon demand of Mortgagee, Mortgagor shall surrender to Mortgagee and Mortgagee shall be entitled to take actual possession of the Real Estate or any part thereof personally, or by its agent or attorneys, as for condition broken. In such event Mortgagee in its discretion may, with process of law, enter upon and take and maintain possession of all or any part of the Real Estate, together with all documents, books, records, papers, and accounts of Mortgagor or then owner of the Mortgaged Property relating thereto, and may exclude Mortgagor, its agents or servants, wholly therefrom and may as attorney in fact or agent of Mortgagor, or in its own name as Mortgagee and under the powers herein granted, hold, operate, manage and control the Mortgaged Premises and conduct the business, if any, thereof, either personally or by its agents, and will full power to use such measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns, may be deemed proper or necessary to enforce the payment or security of the avails, rents, issues, and profits of the Mortgaged Premises, including actions for the recovery of rent, actions in forcible detainer and actions in distress for rent, and with full power: (a) to cancel or terminate any lease or sublease for any cause or on any ground which would entitle Mortgagor to cancel the same; (b) to elect to disaffirm any lease or sublease which is then subordinate to the lien hereof; (c) to extend or modify any then existing leases and to make new leases, which extensions, modifications and new leases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of the indebtedness hereunder and beyond the date of the issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such leases, and the options or other such provisions to be contained therein, shall be binding upon Mortgagor and all persons whose interest in the Mortgaged Premises are subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any redemption from sale, discharge of the indebtedness secured hereby, satisfaction of any foreclosure decree, or issuance of any certificate of sale or deed to any purchaser; (d) to make all necessary or proper repairs, decorating, renewals, replacements, alterations, additions, betterments and improvements to the Mortgaged Property as to it may seem judicious; (e) to insure and reinsure the same and all risks incidental to Mortgagee’s possession, operation and management thereof; and (f) to receive all of such avails, rents, issues and profits; hereby granting full power and authority to exercise each and every of the rights, privileges and powers herein granted at any and all times hereinafter, without notice to Mortgagor. Mortgagee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under any leases. Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless of and from any and all liability, loss or damage which it may or might incur under said leases or under or by reason of the assignment thereof and of and from any and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in said leases. Should Mortgagee incur any such liability, loss or damage, under said leases or under or by reason of the assignment thereof, or in the defense of any claims or demands, the amount thereof, including costs, expenses and reasonable attornenys’ fees, shall be secured hereby, and Mortgagor shall reimburse Mortgagee therefor immediately upon demands. Mortgagee, in the exercise of the rights and powers hereinabove conferred upon it by this Section 12 shall have full power to use and apply the avails, rents, issues and profits of the Real Estate to the payment of or on account of the following, in such order as Mortgagee may determine: (a) to the payment of the operating expenses of the Real Estate, including cost of management and leasing thereof (which shall include reasonable compensation to Mortgagee and its agent or agents, if management be delegated to an agent or agents, and shall also include lease commissions and other compensation and expenses of seeking and procuring tenants and entering into leases), established claims for damages, if any, and premiums on insurance hereinafter authorized; (b) to the payment of taxes and special assessments now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of on the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual.Premises; (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any the payment of all repairs, decorating, renewals, replacements, alterations, additions, betterments, and improvements of the Leases; and Borrower hereby agrees to indemnify Huntington forProperty, and to save Huntington harmless fromof placing the Real Estate in such condition as will, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notesjudgment of Mortgagee, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party.it readily rentable; (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, any indebtedness secured hereby or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington deficiency which may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, result from any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedforeclosure sale. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty thirty (6030) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the NotesNote, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the NotesNote. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.the

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Lender all of Borrower's estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Borrower as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due or to become due. Borrower irrevocably appoints Lender its true and lawful attorney-in-fact, at the Leases option of Lender, at any time and all proceeds payable under any policy from time to time upon the occurrence and during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the Premises, pursuant to Borrower's rights under the Leases, to exercise any of Borrower's rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to sxx, in the name of Borrower or Lender, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the payment of all sums due Lender for all losses, costs, damages, fees and expenses whatsoever associated with the exercise of this power of attorney, and Borrower hereby releases Lender from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Lender) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Borrower to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Borrower. It is intended by Borrower and Lender that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions of Borrower contained in the Leases or otherwise to impose any obligation upon Lender, and, so long as no Event of Default shall have occurred and be continuing, Borrower shall have a license license, revocable upon an Event of Default, to possess and control the Premises and collect and receive all Rents. Upon an Event of Default, such license shall be automatically revoked. The assignment of Rents and Leases contained in this Mortgage are intended to provide Lender with all rights and remedies of mortgagees pursuant to Section 697.07, Florida Statutes, as trustee for the benefit may be amended, supplemented or superceded from time to time. However, in no event shall this reference diminish, alter, impair or affect any other rights or remedies of Huntington and Borrower.Lender (b) Borrower hereby representsUpon the occurrence and during the continuance of an Event of Default, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallLender may, at Borrower's sole cost and expenseany time without notice (except if required by applicable law), perform and discharge all either in person, by agent or by a court-appointed receiver, regardless of the obligations adequacy of Lender's security, and undertakings of the landlord under the Leases and give prompt notice to Huntington of at its sole election (without any failure obligation to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each ), enter upon and every obligation take possession and undertaking control of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising underPremises, or in any manner connected withpart thereof, the Leases or the obligations to perform all acts necessary and undertakings of the tenants thereunder. (iii) Borrower shall generally appropriate to operate and maintain the Mortgaged Property Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in a manner to insure maximum Rents. (iv) Borrower shall not pledgeLender's or Borrower's name, transfer, mortgage sxx for or otherwise encumber collect such Rents as specified in this Mortgage as the same become due and payable, including, but not limited to, Rents then due and unpaid. Lender may so sxx for or assign otherwise collect such Rents with or without taking possession of the Leases Premises. Borrower agrees that upon the occurrence and during the continuance of an Event of Default, each tenant of the Premises shall make its rent payable to and pay such rent to Lender (or Lender's agents) on Lender's written demand therefor, delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior part of said tenant to accrualinquire further as to the existence of an Event of Default by Borrower. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death Rents collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Lender to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the RentsPremises, premiums on insurance policies, taxes, assessments and other charges on the Premises, and the costs of discharging any funds expended by Huntington for such purposes shall become indebtedness obligation or liability of Borrower with respect to Huntington the Leases and to the sums secured by the this Mortgage. Unless Huntington Lender or the receiver shall have access to the books and Borrower agree records used in writing to other terms the operation and maintenance of payment, such amounts the Premises and shall be payable upon demand from Huntington liable to account only for those Rents actually received. (d) Lender shall not be liable to Borrower, anyone claiming under or through Borrower and shall bear or anyone having an interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise Premises by reason of anything done or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security left undone by Lender hereunder, and regardless except to the extent of the solvency Lender's gross negligence or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedwillful misconduct. (e) Borrower hereby authorizes Any entering upon and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, taking possession and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger control of the leasehold estates created Premises by Lender or the Leases with the fee estate receiver and any application of the Property and Improvements without the prior written consent Rents as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Lender under applicable law or provided therein.

Assignment of Rents and Leases. (a) Borrower Grantor hereby absolutely presently, irrevocably, absolutely, and unconditionally assignsgrants, transfers transfers, assigns and sets over unto Huntington Beneficiary all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all leases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or any part written, of the Mortgaged Property (Land and of space in the "Leases"), Improvements together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter made, and also together with the rights to xxx for, collect and receive all of the present and future rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, incomeparking revenues, receipts, revenuesrefunds, rebates, damages payable upon default by tenant, or other sums in any of said leases provided to the lessor thereunder, profits, income (including revenues from the letting of hotel rooms), license fees, concession fees, lease termination fees, lease modification and extension fees and issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesSecurity, all liquidated damages following default under the Leases and including all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused thereof (collectively, the “Rents”), to be applied by damage to any part Beneficiary in payment of the Mortgaged Property (such rentsIndebtedness, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), also together with any and all rights and remedies which Borrower may have against any tenant under any guaranties of the Leases or others in possession obligations of the Mortgaged Property or tenants thereunder and the rights of Grantor to receive, hold and apply all bonds and security in all of said leases provided to be furnished to the lessor thereunder, and also together with the rights of Grantor to enforce any part thereof for and all of the collection or recovery agreements, terms, covenants and conditions in all of Rents so assignedsaid leases provided and to give notices thereunder. Prior Beneficiary grants to an Event of Default, as hereinafter defined, Borrower shall have Grantor a revocable license to collect and receive all the Rents as trustee for the benefit of Huntington they become due and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce such leases and agreements, so long as no Event of Default exists hereunder. Beneficiary may receive and collect the Rents personally or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in through a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property receiver upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence and during the continuance of an Event of Default so long as hereinafter defined: (i) All Rents assigned hereunder any such Event of Default shall be paid directly exist and during the pendency of any foreclosure proceeding and during any redemption period. Grantor agrees to Huntingtonconsent to a receiver if this is believed reasonably necessary or desirable by Beneficiary to enforce its rights under this Section. Grantor shall not otherwise assign or pledge, and Huntington may notify the tenants under the Leases (or contract, expressly or by implication, to assign or pledge, any other parties in possession lease of the Mortgaged Property) Land or the Hotel Unit or space in the Improvements or the rights to pay all of the Rents directly to Huntington at the address specified in Section 27 hereofxxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter collect and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or receive any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agentRents, or the rights to receive, hold and apply any bonds and security in the event any of the institution of foreclosure proceedings said leases provided to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title furnished to the Mortgaged Propertylessor thereunder, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient rights to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right conditions of Huntington to foreclose the Mortgage said leases or to take give notices thereunder, unless in each instance the written consent thereto of Beneficiary be first obtained. Nothing in this Deed of Trust shall be construed to obligate Beneficiary, expressly or by implication, to perform any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value covenants of Grantor as lessor under any of the Mortgaged Property given as leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the lessor. If Beneficiary shall from time to time suffer or permit Grantor to xxx for, collect or receive any Rents, or to receive, hold or apply any bonds or security hereunderunder said leases, and regardless or to enforce any of the solvency agreements, terms, covenants or insolvency of any party bound for the payment conditions thereunder or to give notices thereunder, neither such sufferance nor permission shall constitute a waiver or relinquishment by Beneficiary of the Indebtedness rights hereunder and hereby assigned to Beneficiary with respect to any subsequent Rents, or the other sums hereby securedwith respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) The Borrower hereby assigns to the Lender all right, title and interest of the Borrower in the Rents and Leases to have and to hold absolutely until all monies secured by this Mortgage and unconditionally assignsall obligations of the Borrower whether contained in this Mortgage or otherwise have been fully paid and satisfied. The Borrower hereby grants to the Lender full power and authority to enter upon the Lands to collect the Rents, transfers to demand, collect, sue for, distrain for, recover, receive and sets over unto Huntington give receipts for the Rents, to enforce payment of the Rents and Huntington's successors performance of the obligations of any guarantees of payment and assigns covenants to pay, and to exercise all rights in respect of any or all Leases, in the Lender’s own name or in the name of and as agent for the Borrower, as the Lender may elect, and hereby grants to the Lender irrevocable authority to join the Borrower in any such proceedings or actions. Notwithstanding that this is a present and future leases covering absolute assignment, (subject to redemption on repayment of all or any part of the Mortgaged Property (the "Leases"monies secured by this Mortgage), together with any extensions or renewals thereof the Borrower, as agent for the Lender, shall be entitled to collect and any guaranties of any tenants' obligations thereunder, retain the Rents as and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter when they become due under the Leases or any extensions or renewals thereof, as well as all moneys due and payable according to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Lease and to deal with all Leases until the Lender gives notice to tenants directing that they pay the Rents to the Lender. The Borrower covenants that it now has good and sufficient power, authority and right to assign the Rents, Leases and other benefits to the Lender as herein provided and shall not further assign, pledge or otherwise encumber the Rents or Leases, all liquidated damages following default under the Leases and all proceeds payable under accept any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part prepayment of the Mortgaged Property (such rentsRents, incomenor do or omit to do any act having the effect of waiving, receiptsreleasing, revenuesreducing or abating any rights or remedies of the Borrower or any obligations of any other party in connection with the Leases. Nothing herein contained or any action taken by the Lender as provided will make the Lender a mortgagee in possession, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may or will have against any tenant under the effect of making the Lender responsible for the collection of the Rents or for the observance or performance or enforcement thereof or of any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any provisions of the Leases either by the Borrower or from by any other person, liable to account for any monies except such monies as it actually receives pursuant to this assignmentassignment of Rents and Leases less proper collection charges, inspection fees, costs (including, without limitation, claims legal fees and disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) and other expenses expended by tenants the Lender and such monies when so received shall, at the discretion of the Lender, be applied on account of the monies secured by this Mortgage. The giving of this assignment of Rents and Leases is by way of additional and collateral security for security deposits or for rental payments more than one (1) month in advance all monies secured by this Mortgage and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable substitution for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, other security and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall will not in any way preclude diminish, novate or abridge the right of Huntington to foreclose the Mortgage or to take otherwise affect any other legal security and such other security will not diminish, novate or equitable action thereonotherwise affect this assignment of Rents and Leases. Huntington shall have such Any right or remedy under this assignment of Rents and Leases may be taken either independently or in conjunction with any other rights or privileges as aforesaid regardless remedies of the value Lender under this Mortgage. The Borrower shall execute and deliver such further assurances, assignments, notices or other documents and do all such other things as the Lender may reasonably require from time to time to perfect this assignment of the Mortgaged Property given as security hereunder, Rents and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for As additional security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness indebtedness, Mortgagor assigns and transfers to Mortgagee, pursuant to 1953 PA 210, as amended by 1966 PA 151 (MCLA 554.231 et seq., MSA 26.1137(1) et seq.), all the rents, profits, and income under all leases, occupancy agreements, or arrangements upon or affecting the premises (including any extensions or amendments) now in existence or coming into existence during the period this mortgage is in effect. This assignment shall run with the land and be good and valid as against Mortgagor and those claiming under or through Mortgagor. This assignment shall continue to be operative during foreclosure or any other sums hereby secured. (eproceedings to enforce this mortgage. If a foreclosure sale results in a deficiency, this assignment shall stand as security during the redemption period for the payment of the deficiency. This assignment is given only as collateral security and shall not be construed as obligating Mortgagee to perform any of the covenants or undertakings required to be performed by Mortgagor in any leases. In the event of default in any of the terms or covenants of this mortgage, Mortgagee shall be entitled to all of the rights and benefits of MCLA 554.233B, MSA 26.1137(1)B(3) Borrower hereby authorizes and directs 1966 PA 151, and Mortgagee shall be entitled to collect the rents and income from the premises, to rent or lease the premises on the terms that it may deem best, and to maintain proceedings to recover rents or possession of the premises from any tenant or trespasser. Mortgagee shall be entitled to enter the premises for the purpose of delivering notices or other communications to the tenants under and occupants. Mortgagee shall have no liability to Mortgagor as a result of those acts. Mortgagee may deliver all of the Leases notices and communications by ordinary first-class U.S. mail. If Mortgagor obstructs Mortgagee in its efforts to pay Rents collect the rents and income from the premises or unreasonably refuses or neglects to Huntington upon written demand by Huntingtonassist Mortgagee in collecting the rent and income, without further consent of BorrowerMortgagee shall be entitled to appoint a receiver for the premises and the income, rents, and profits, with powers that the tenants court making the appointment may rely upon confer. Mortgagor shall at no time collect advance rent in excess of one month under any written statement delivered by Huntington lease pertaining to the tenantspremises, and Mortgagee shall not be bound by any rent prepayment made or received in violation of this paragraph. Any such payment Mortgagee shall not have any obligation to Huntington shall constitute payment collect rent or to Borrower under the Leases. (f) There shall be no merger enforce any other obligations of any tenant or occupant of the leasehold estates created premises to Mortgagor. No action taken by the Leases with the fee estate of the Property and Improvements without the prior written consent of HuntingtonMortgagee under this paragraph shall cause Mortgagee to become a "mortgagee in possession."

Assignment of Rents and Leases. (a) The Borrower hereby assigns to the Lender all right, title and interest of the Borrower in the Rents and Leases to have and to hold absolutely until all monies secured by this Mortgage and unconditionally assignsall obligations of the Borrower in this Mortgage have been fully paid and satisfied. The Borrower hereby grants to the Lender full power and authority to enter upon the Lands to collect the Rents, transfers to demand, collect, sue for, distrain for, recover, receive and sets over unto Huntington give receipts for the Rents, to enforce payment of the Rents and Huntington's successors performance of the obligations of anyguarantees of payment and assigns covenants to pay, and to exercise all rights in respect of any or all Leases in the Lender’s own name or in the name of and as agent for the Borrower, as the Lender may elect, and hereby grants to the Lender irrevocable authority to join the Borrower in any suchproceedings or actions. Notwithstanding that this is a present and future leases covering absolute assignment, (subject to redemption on repayment of all or any part of the Mortgaged Property (the "Leases"monies secured by this Mortgage), together with any extensions or renewals thereof the Borrower, as agent for the Lender, shall be entitled to collect and any guaranties of any tenants' obligations thereunder, retain the Rents as and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter when they become due under the Leases or any extensions or renewals thereof, as well as all moneys due and payable according to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Lease and to deal with all Leases until the Lender gives notice to tenants directing that they pay the Rents to the Lender. The Borrower covenants that it now has good and sufficient power, authority and right to assign the Rents, Leases and other benefits to the Lender as herein provided and shall not further assign, pledge or otherwise encumber the Rents or Leases, all liquidated damages following default under the Leases and all proceeds payable under accept any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part prepayment of the Mortgaged Property (such rentsRents, incomenor do or omit to do any act having the effect of waiving, receiptsreleasing, revenuesreducing or abating any rights or remedies of the Borrower or any obligations of any other party in connection with the Leases. Nothing herein contained or any action taken by the Lender as provided will make the Lender a mortgagee in possession, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may or will have against any tenant under any the effect of making the Lender responsible for the collection of the Rents or for the observance or performance or enforcement thereof or of anyof the provisions of the Leases either by the Borrower or others in possession of the Mortgaged Property or by any part thereof other person, liable to account for the collection or recovery any monies except such monies as it actually receives pursuant to this assignment of Rents so assigned. Prior to an Event of Defaultand Leases less proper collection charges, as hereinafter definedinspection fees, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. costs (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims legal fees and disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) and other expenses expended by tenants the Lender and such monies when so received shall, at the discretion of the Lender, be applied on account of the monies secured bythis Mortgage. The giving of this assignment of Rents and Leases is by way of additional and collateral security for security deposits or for rental payments more than one (1) month in advance all monies secured by this Mortgage and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable substitution for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, other security and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall will not in any way preclude diminish, novate or abridge the right of Huntington to foreclose the Mortgage or to take otherwise affect any other legal security and such other security will not diminish, novate or equitable action thereonotherwise affect this assignment of Rents and Leases. Huntington shall have such Any right or remedy under this assignment of Rents and Leases may be taken either independently or in conjunction with any other rights or privileges as aforesaid regardless remedies of the value Lender under this Mortgage. The Borrower shall execute and deliver such further assurances, assignments, notices or other documents and do all such other things as the Lender may reasonably require from time to time to perfect this assignment of the Mortgaged Property given as security hereunder, Rents and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. Xxxxxxxxx does hereby irrevocably, absolutely and unconditionally grant, sell, convey, assign, pledge, transfer, set over and deliver to Mortgagee: (a) Borrower hereby absolutely all of Mortgagor's interest in and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns to all present current and future leases covering and other agreements affecting the use, enjoyment, or occupancy of all or any part of the Mortgaged Property, and all other leases and other agreements affecting the use, enjoyment or occupancy of any part of the Mortgaged Property now or hereafter made affecting the Mortgaged Property or any portion thereof, together with any guaranty, extensions, renewals, replacements or modifications of the same (all of the leases and other agreements described above together with all other present and future leases and present and future agreements and any guaranty, extension, renewal, replacement or modification of the same are hereinafter collectively referred to as the "Leases"); and (b) all rents, together with any extensions or income, issues, revenues and profits arising from the Leases and renewals thereof and any guaranties of any tenants' obligations thereunder, and together with all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under from the Leases or any extensions or renewals thereofuse, as well as all moneys due enjoyment and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms occupancy of the LeasesMortgaged Property (including, all but not limited to, minimum rents, additional rents, percentage rents, deficiency rents, security deposits and liquidated damages following default under the Leases and any Leases, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property Property, all of Mortgagor's rights to recover monetary amounts from any Lessee (such rentsas hereinafter defined) in bankruptcy including, incomewithout limitation, receiptsrights of recovery for use and occupancy and damage claims arising out of Lease defaults, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents")including rejection of a Lease, together with any sums of money that may now or at any time hereafter be or become due and payable to Mortgagor by virtue of any and all rights royalties, overriding royalties, bonuses, delay rentals and remedies which Borrower may have against any tenant other amount of any kind or character arising under any of the and all present and all future oil, gas and mining Leases or others in possession of covering the Mortgaged Property or any part thereof thereof, and all proceeds and other amounts paid or owing to Mortgagor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Mortgaged Property) (all of the rights described above hereinafter collectively referred to as the "Rents"). (c) Xxxxxxxxx does hereby irrevocably, absolutely and unconditionally assign to Mortgagee all of Mortgagor's right, title and interest in all current and future Leases and Rents, it being intended by Xxxxxxxxx that this assignment shall constitute 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 performance of any of the covenants, conditions, or provisions contained in any of the Leases or otherwise to impose any obligation upon Mortgagee. Xxxxxxxxx agrees to execute and deliver to Mortgagee such additional instruments, in form and substance satisfactory to Mortgagee, as may hereinafter be requested by Mortgagee to further evidence and confirm said assignment. Mortgagee is hereby granted and assigned by Xxxxxxxxx the right to enter the Mortgaged Property for the collection purpose of enforcing its interest in the Leases and the Rents, this Assignment constituting a present, absolute and unconditional assignment of the Leases and Rents. Nevertheless, subject to the terms of this paragraph, Mortgagee grants to Mortgagor a revocable license to operate and manage the Mortgaged Property and to collect and to hold the Rents, or recovery a portion thereof sufficient to discharge all current sums due on the Debt for use in the payment of Rents so assignedsuch sums. Prior to Upon an Event of Default, as hereinafter definedthe license granted to Mortgagor herein shall automatically terminate without notice to Mortgagor and Mortgagee shall immediately be entitled to receive and apply all Rents, Borrower whether or not Mortgagee enters upon and takes control of the Mortgaged Property. Any Rents collected by Mortgagor after the termination of the license granted to Mortgagor hereunder shall have a license be held in trust for Mortgagee and shall be paid to collect Mortgagee within one day after receipt by Xxxxxxxxx. Mortgagor hereby grants and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title assigns to the Leases and Rents hereby assigned and has Mortgagee the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any rightat its option, title or interest in or to upon the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all revocation of the obligations and undertakings of the landlord under the Leases and give prompt notice license granted herein to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain enter upon the Mortgaged Property in a manner person, by agent or by court-appointed receiver to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or collect the Rents. (v) Borrower shall not collect . Any Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any collected after the revocation of the Leases; and Borrower hereby agrees to indemnify Huntington forlicense herein granted may be applied toward the expenses of holding, and to save Huntington harmless fromoperating, any and all liabilitymanaging or repairing the Mortgaged Property, damage or expense arising from any toward payment of the Leases or from this assignmentDebt, includingin such priority and proportion as Mortgagee, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntingtonits discretion, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any partydeem proper. (d) Upon the occurrence of or at any time after an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly Default, Mortgagee may, at its option, without waiving such Event of Default, without notice and without regard to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession adequacy of the Mortgaged Property) to pay all of security for the Rents directly to Huntington at the address specified Debt, either in Section 27 hereofperson or by agent, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and with or without bringing any action or proceeding, or by a receiver appointed by a court, take possession of the Mortgaged Property and to have, hold, manage, operate, lease and develop operate the same; to collect Mortgaged Property on such terms and for such period of time as hereunder provided all Mortgagee may deem proper and either with or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction without taking possession of the Mortgaged Property in its own name, demand, sue for or otherwise collect and receive all Rents, including those past due and unpaid with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as Huntington, may seem proper to Mortgagee and may apply the Rents to the payment of the following in such order and proportion as Mortgagee in its sole discretiondiscretion may determine, any law, custom or use to the contrary notwithstanding: (a) all expenses of managing and securing the Mortgaged Property, including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees or agents as Mortgagee may deem propernecessary or desirable and all expenses of operating and maintaining the Mortgaged Property, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Mortgagee may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Mortgaged Property; and (b) the Debt, (including all costs and attorneys' fees). In addition to the rights which Mortgagee may have herein, upon the occurrence of an Event of Default, Mortgagee at its option may require Mortgagor to vacate and surrender possession of the Mortgaged Property to Mortgagee or to such receiver and (iii) Huntington , in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. Additionally, upon such Event of Default, Mortgagee shall have the right to forthwith enter into establish a lock box for the deposit of all Rents and upon other receivables of Mortgagor relating to the Mortgaged Property Property. Mortgagor shall pay any and all costs and expenses for such lock box. For purposes of subsections (a), (b), (c) and (d), Mortgagor grants to Mortgagee its irrevocable power of attorney, coupled with an interest, to take possession thereof, any and to appoint an agent, or in the event all of the institution aforementioned actions and any or all other actions designated by Mortgagee for the proper management and preservation of foreclosure proceedings to have a receiver appointed for the Mortgaged Property. The exercise by Mortgagee of the option granted it in this paragraph and the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof Rents and the management application thereof as herein provided shall not be considered a waiver of the Mortgaged Property, may be applied toward the payment any Event of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise under any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedLoan Documents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. A. To further secure the indebtedness secured hereby. Mortgagor does hereby sell, assign and transfer unto Mortgagee all the rents, issues and profits now due with respect to the Premises and does hereby sell, assign and transfer onto Mortgagee all Mortgagor's right, title and interest as lessor under or by virtue of any lease, whether written or verbal, or any letting of, or of any agreement for the use or occupancy of the Premises or any part thereof, which may have been heretofore or may be hereafter made or agreed to or which may be made or agreed to by Mortgagor or its agents or beneficiaries under the powers herein granted, it being the intention hereby to establish an absolute transfer and assignment of all of such leases and agreements, and all the avails thereunder, unto Mortgagee, and Mortgagor does hereby appoint irrevocably Mortgagee its true and lawful attorney in its name and stead (awith or without taking possession of the Premises as provided in Paragraph 17 hereof) Borrower hereby absolutely to rent, lease or let all or any portion of the Premises to any party or parties at such rental and unconditionally assignsupon such terms as Mortgagee shall, transfers in its discretion, determine, and sets over unto Huntington to collect all of said avails, rents, issues and Huntingtonprofits arising from or accruing at any time hereafter, and all now due or that may hereafter exist on the Premises, with the same rights and powers and subject to the same immunities, exoneration of liability and rights of recourse and indemnity as Mortgagee would have upon taking possession pursuant to the provisions of Paragraph 17 hereof. B. 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, without Mortgagee's successors consent, waived, released, reduced, discounted, or otherwise discharged or compromised by Mortgagor. Mortgagor shall not grant any rights of set off or permit any set off to rent by any person in possession of any portion of the Premises. Mortgagor agrees that it will not assign any lease or any rents or profits of the Premises, except to Mortgagee or with the prior written consent of Mortgagee. C. Nothing herein contained shall be construed as constituting Mortgagee as a mortgagee in possession in the absence of the taking of actual possession of the Premises by Mortgagee pursuant to Paragraph 17 hereof. In the exercise of the powers herein granted Mortgagee, no liability shall be asserted or enforced against Mortgagee, all such liability being expressly waived and assigns released by Mortgagor. D. Mortgagor further agrees to assign and transfer to Mortgagee all present and future leases covering upon all or any part of the Premises and to execute and deliver, at the request of Mortgagee, all such further assurances and assignments in the Premises as Mortgagee shall from time to time require. E. Although it is the intention of the parties that the assignment contained in this Paragraph 11 shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that so long as there is no Event of Default hereunder, Mortgagor shall have the privilege of collecting and retaining the rents accruing under the leases assigned hereby, until such time as Mortgagee shall elect to collect such rents pursuant to the terms and provisions of this Mortgage. F. Mortgagor expressly covenants and agrees that if Mortgagor, as lessor under any lease for all or any part of the Mortgaged Property (the "Leases")Premises, together with shall fail to perform and fulfill any extensions term, covenant, condition or renewals thereof and any guaranties of any tenants' obligations thereunderprovision in said lease or leases, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any them on its part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington forfulfilled, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined times and in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, managementmanner in said lease or leases provided, or repair of the Mortgaged Property upon Huntington if Mortgagor shall suffer or make Huntington responsible permit to occur any breach or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants default under the Leases (provisions of any assignment of any lease or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property leases given as additional security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness indebtedness secured hereby, such breach or the other sums hereby secureddefault shall constitute a default hereunder and entitle Mortgagee to all rights available to it in such event. G. At the option of Mortgagee, this Mortgage shall become subject and subordinate, in whole or in part (e) Borrower hereby authorizes and directs the tenants under the Leases but not with respect to pay Rents priority of entitlement to Huntington upon written demand by Huntingtoninsurance proceeds or any award in eminent domain), without further consent of Borrower, and the tenants may rely upon to any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger one or more leases affecting any part of the leasehold estates created Premises, upon the execution by Mortgagee and recording or registration thereof, at any time hereafter, in the Leases with the fee estate office wherein this Mortgage was registered or filed for record, of the Property and Improvements without the prior written consent of Huntingtona unilateral declaration to that effect.

Assignment of Rents and Leases. (a) Borrower hereby Grantor absolutely and unconditionally assignsassigns to Beneficiary the rents, transfers issues and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part profits of the Mortgaged Property (as further security for the "Leases")payment of the Indebtedness and Grantor grants to Beneficiary the right to enter the Mortgaged Property for the purpose of collecting the same and to let the Mortgaged Property, together with or any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderpart thereof, and all of the to apply said rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereofprofits, as well as after payment of all moneys due necessary charges and to become due to Borrower under the Leases for servicesexpenses, materials or installations supplied whether or not the same were supplied under the terms on account of the Leases, all liquidated damages following default under the Leases Indebtedness. This assignment is absolute and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part effective as of the Mortgaged Property (such date hereof and shall continue in effect until the Indebtedness is fully paid; provided, however, so long as Grantor is not default hereunder, Beneficiary hereby waives the right to enter the Premises for the purpose of collecting said rents, incomeissues and profits, receiptsand Grantor shall be entitled to collect, revenuesreceive and use said rents, issuesissues and profits, profits until the occurrence of one or more defaults of Events of Default. Upon and other moneys assigned hereby are hereinafter collectively called "Rents"), together with during the continuance of any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter definedthe right of Grantor to collect, Borrower receive and use said rents, issues and profits, shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignmentbe revoked forthwith. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower Grantor shall, at Borrower's sole cost from time to time after request by Beneficiary, execute, acknowledge and expensedeliver to Beneficiary, perform and discharge all of in form reasonably satisfactory to Beneficiary, separate assignments effectuating the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do soforegoing. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington Beneficiary shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower Grantor under any lease or other agreement affecting all or any part of the Leases; Mortgaged Property, and Borrower Grantor hereby agrees to indemnify Huntington for, Beneficiary for and to save Huntington hold it harmless from, any and all liability, damage or expense liability arising from any of the Leases such lease or from this assignment, including, without limitation, claims by tenants for security deposits other agreement or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notesany assignments thereof, and no assignment of any such lease or other agreement shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place the responsibility for the control, care, management, management or repair of all or any part of the Mortgaged Property upon Huntington or Beneficiary, nor make Huntington responsible or Beneficiary liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss all or damage or injury or death to any party. (d) Upon part of the Mortgaged Property. In addition, at Beneficiary's option after the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly and the giving of notice to HuntingtonGrantor, and Huntington may notify the tenants under the Leases (Grantor will pay monthly in advance to Beneficiary, or to any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; receiver appointed to collect as hereunder provided all or any Rents payable under said rents, issues and profits, the Leases; to make repairs as Huntington deems appropriate; fair and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed reasonable rental value for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof use and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection occupancy of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or part thereof as may be in the reduction possession of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedGrantor. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Lender all of Borrower’s estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Borrower as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due or to become due. Borrower irrevocably appoints Lender its true and lawful attorney-in-fact, at the Leases option of Lender, at any time and all proceeds payable under any policy from time to time upon the occurrence and during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the Premises, pursuant to Borrower’s rights under the Leases, to exercise any of Borrower’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Borrower or Lender, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the payment of all sums due Lender for all losses, costs, damages, fees and expenses whatsoever associated with the exercise of this power of attorney, and Borrower hereby releases Lender from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Lender) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Borrower to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Borrower. It is intended by Borrower and Lender that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions of Borrower contained in the Leases or otherwise to impose any obligation upon Lender, and, so long as no Event of Default shall have occurred and be continuing, Borrower shall have a license license, revocable upon an Event of Default, to possess and control the Premises and collect and receive all Rents as trustee for the benefit Rents. Upon an Event of Huntington and BorrowerDefault, such license shall be automatically revoked. (b) Borrower hereby representsUpon the occurrence and during the continuance of an Event of Default, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallLender may, at Borrower's sole cost and expenseany time without notice (except if required by applicable law), perform and discharge all either in person, by agent or by a court-appointed receiver, regardless of the obligations adequacy of Lender’s security, and undertakings of the landlord under the Leases and give prompt notice to Huntington of at its sole election (without any failure obligation to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each ), enter upon and every obligation take possession and undertaking control of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising underPremises, or in any manner connected withpart thereof, the Leases or the obligations to perform all acts necessary and undertakings of the tenants thereunder. (iii) Borrower shall generally appropriate to operate and maintain the Mortgaged Property Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in a manner to insure maximum Rents. (iv) Borrower shall not pledgeLender’s or Borrower’s name, transfer, mortgage xxx for or otherwise encumber collect such Rents as specified in this Deed of Trust as the same become due and payable, including, but not limited to, Rents then due and unpaid. Lender may so xxx for or assign otherwise collect such Rents with or without taking possession of the Leases Premises. Borrower agrees that upon the occurrence and during the continuance of an Event of Default, each tenant of the Premises shall make its rent payable to and pay such rent to Lender (or Lender’s agents) on Lender’s written demand therefor, delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior part of said tenant to accrualinquire further as to the existence of an Event of Default by Borrower. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death Rents collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Lender to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney’s fees, receiver’s fees, premiums on receiver’s bonds, costs of repairs to the RentsPremises, premiums on insurance policies, taxes, assessments and other charges on the Premises, and the costs of discharging any funds expended by Huntington for such purposes shall become indebtedness obligation or liability of Borrower with respect to Huntington the Leases and to the sums secured by this Deed of Trust. Lender or the Mortgage. Unless Huntington receiver shall have access to the books and Borrower agree records used in writing to other terms the operation and maintenance of payment, such amounts the Premises and shall be payable upon demand from Huntington liable to account only for those Rents actually received. Xxxxxxxx Xx. 00000 GE No. 8004-3736 Dunn, North Carolina (d) Lender shall not be liable to Borrower, anyone claiming under or through Borrower and shall bear or anyone having an interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise Premises by reason of anything done or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security left undone by Lender hereunder, and regardless except to the extent of the solvency Lender’s gross negligence or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedwillful misconduct. (e) Borrower hereby authorizes Any entering upon and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, taking possession and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger control of the leasehold estates created Premises by Lender or the Leases with the fee estate receiver and any application of the Property and Improvements without the prior written consent Rents as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Lender under applicable law or provided therein.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for As additional security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness indebtedness, Mortgagor assigns and transfers to Mortgagee, pursuant to 1953 PA 210, as amended by 1966 PA 151 (MCLA 554.231 et seq.), MSA 26.1137(l) et seq.), all the rents, profits, and income under all leases, occupancy agreements, or arrangements upon or affecting the premises (including any extensions or amendments) now in existence or coming into existence during the period this mortgage is in effect. This assignment shall run with the land and be good and valid as against Mortgagor and those claiming under or through Mortgagor. This assignment shall continue to be operative during foreclosure or any other sums hereby secured. (e) Borrower hereby authorizes proceedings to enforce this mortgage. If a foreclosure sale results in a deficiency, this assignment shall stand as security during the redemption period for the payment of the deficiency. This assignment is given only as collateral security and directs shall not be construed as obligating Mortgagee to perform any of the covenants or undertakings required to be performed by Mortgagor in any leases. In the event of default in any of the terms or covenants of this mortgage, Mortgagee shall be entitled to all of the rights and benefits of MCLA 554.231B.233, MSA 26.1137(1)B(3))and 1966 PA 151, and Mortgagee shall be entitled to collect the rents and income from the premises, to rent or lease the premises on the terms that it may deem best, and to maintain proceedings to recover rents or possession of the premises from any tenant or trespasser. Mortgagee shall be entitled to enter the premises for the purpose of delivering notices or other communications to the tenants under and occupants. Mortgagee shall have no liability to Mortgagor as a result of those acts. Mortgagee may deliver all of the Leases notices and communications by ordinary first-class U.S. mail. If Mortgagor obstructs Mortgagee in its efforts to pay Rents collect the rents and income from the premises or unreasonably refuses or neglects to Huntington upon written demand by Huntingtonassist Mortgagee in collecting the rent and income, without further consent of BorrowerMortgagee shall be entitled to appoint a receiver for the premises and the income, rents, and profits, with powers that the tenants court making the appointment may rely upon confer. Mortgagor shall at no time collect advance rent in excess of one month under any written statement delivered by Huntington lease pertaining to the tenantspremises, and Mortgagee shall not be bound by any rent prepayment made or received in violation of this paragraph. Any such payment Mortgagee shall not have any obligation to Huntington shall constitute payment collect rent or to Borrower under the Leases. (f) There shall be no merger enforce any other obligations of any tenant or occupant of the leasehold estates created premises to Mortgagor. No action taken by the Leases with the fee estate of the Property and Improvements without the prior written consent of HuntingtonMortgagee under this paragraph shall cause Mortgagee to become a "mortgagee in possession."

Assignment of Rents and Leases. Subject to the limited license granted by Mortgagor in the Assignment of Rents and Leases (a) Borrower defined below), Mortgagor hereby presently, irrevocably, absolutely and unconditionally assignstransfers, transfers assigns and sets over unto Huntington Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering leases, subleases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or written, of all or any part portion of the Mortgaged Property (the "Leases")Real Property, together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof hereafter made (each a “Lease” and any guaranties of any tenants' obligations thereundercollectively, the “Leases”), and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, damages payable upon default by tenant, or other sums in any of the Leases provided to be paid to the landlord thereunder, profits, income, receiptslicense fees, revenuesconcession fees, lease termination fees and issues of the Security (collectively, “Rents”), to be applied by Mortgagee in payment of the Indebtedness and/or the STAG IV Indebtedness and profits now due or which may hereafter become due under also together with the rights of Mortgagor to receive, hold and apply all bonds and security in all of the Leases or any extensions or renewals thereofprovided to be furnished to the landlord thereunder, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), also together with any and all guaranties of the obligations of the tenants thereunder and the rights of Mortgagor to enforce any and remedies which Borrower may have against any tenant under any all of the agreements, terms, covenants and conditions in all of the Leases or others in possession of provided and to give notices thereunder. Mortgagee may receive and collect the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallpersonally or through a receiver, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder Default. Mortgagor agrees to consent to a receiver if this is believed necessary or desirable by Mortgagee to enforce its rights under this Section. Mortgagor shall not otherwise assign or pledge, or contract, expressly or by implication, to assign or pledge, any Lease or the rights to xxx for, collect and receive any Rents, or the rights to receive, hold and apply any bonds and security in any of the Leases provided to be furnished to the landlord thereunder, or the rights to enforce any of the agreements, terms, covenants or conditions of the Leases or to give notices thereunder, unless in each instance the written consent thereto of Mortgagee be first obtained. Nothing in this Mortgage shall be paid directly construed to Huntingtonobligate Mortgagee, and Huntington may notify expressly or by implication, to perform any of the tenants covenants of Mortgagor as landlord under any of the Leases (hereinabove assigned or any other parties in possession of the Mortgaged Property) to pay all any sum of money or damages therein provided to be paid by the Rents directly landlord. If Mortgagee shall from time to Huntington at the address specified in Section 27 hereoftime suffer or permit Mortgagor to xxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right collect or receive any Rents, or to forthwith enter and take possession of the Mortgaged Property and to managereceive, operate, lease and develop the same; to collect as hereunder provided all hold or apply any Rents payable bonds or security under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right of Huntington to foreclose the Mortgage conditions thereunder or to take any other legal give notices thereunder, neither such sufferance nor permission shall constitute a waiver or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless relinquishment by Mortgagee of the value rights hereunder and hereby assigned to Mortgagee with respect to any subsequent Rents or with respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. Reference is made to that certain Assignment of Rents and Leases, executed by Mortgagor in favor of Mortgagee, of even date and record herewith (the “Assignment of Rents and Leases”). To the extent not provided herein, the terms and provisions of the Mortgaged Property given Assignment of Rents and Leases are by this reference incorporated herein as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants though fully set forth herein. This Mortgage also secures Mortgagor’s obligations under the Leases to pay Assignment of Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. Grantor hereby absolutely and irrevocably assigns to Beneficiary all Grantor's interest in the Rents and Leases. The foregoing assignment is subject to the terms and conditions of any separate assignment of the Leases and/or Rents, whenever executed, in favor of Beneficiary and covering the Property. Grantor warrants it has made no prior assignment of the Rents or the Leases and will make no subsequent assignment (other than to Beneficiary) without the prior written consent of Beneficiary. At Beneficiary's request, Grantor shall execute and deliver to Beneficiary a separate assignment of rents containing such terms and conditions as Beneficiary may reasonably require. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or Unless otherwise provided in any part separate assignment of the Mortgaged Property (Leases and/or the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunderRents, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, so long as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or Grantor is not the same were supplied under the terms of the Leases, all liquidated damages following in default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage Loan Documents, Grantor may collect the Rents as the Rents become due. Grantor shall use the Rents to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof pay normal operating expenses for the collection Property and sums due and payments required under the Loan Documents. No Rents shall be collected for a period subsequent to the current one month rental period and first or recovery of Rents so assignedlast month's rent. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license Grantor's right to collect and receive all the Rents as trustee for shall not constitute Beneficiary's consent to the benefit use of Huntington and Borrowercash collateral in any bankruptcy proceeding. (b) Borrower hereby representsIf Grantor is in default under this Deed of Trust or any other Loan Document, warrants and agrees that: without notice to Grantor, Beneficiary or its agents, or a court appointed receiver, may collect the Rents. In doing so, Beneficiary may (i) Borrower has good title to the Leases and Rents hereby assigned and has the rightevict lessees for nonpayment of rent, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallterminate in any lawful manner any tenancy or occupancy, at Borrower's sole cost and expense, perform and discharge all (iii) lease the Property in the name of the obligations then owner on such terms as it may deem best, (iv) institute proceedings against any lessee for past due rent, and undertakings (v) do all other acts and things as Beneficiary deems necessary or desirable. The Rents received shall be applied to payment of the landlord costs and expenses of collecting the Rents, including a reasonable fee to Beneficiary, a receiver or an agent, operating expenses for the Property and any sums due or payments required under the Leases and give prompt notice Loan Documents, in such order as Beneficiary may determine. Any excess shall be paid to Huntington of Grantor, however, Beneficiary may withhold from any excess a reasonable amount to pay sums anticipated to become due which exceed the anticipated future Rents. Beneficiary's failure to do so. Borrower collect or discontinuing collection at any time shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or not in any manner connected withaffect the subsequent enforcement by Beneficiary of its rights to collect the Rents. The collection of the Rents by or for Beneficiary shall not cure or waive any default under the Loan Documents. Any Rents paid to Beneficiary or a receiver shall be credited against the amount due from the lessees under the Leases. In the event any lessee under a Lease becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of any Lease assigned hereby, Grantor covenants and agrees that in the event any of the Leases are so rejected, no damages settlement shall be made without the prior written consent of Beneficiary; any check in payment of damages for rejection or termination of any such Lease will be made payable both to the Grantor and Beneficiary; and Grantor hereby assigns any such payment to Beneficiary and further covenants and agrees that upon request of Beneficiary, it will duly endorse to the order of Beneficiary any such check, the Leases or the obligations and undertakings proceeds of which will be applied to any portion of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property indebtedness secured hereunder in a such manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrualas Beneficiary may elect. (c) Huntington Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Property or any part thereof, Beneficiary is not and shall not be obligated deemed to perform or discharge be: (i) "a mortgagee in possession" for any obligation or duty to be performed or discharged by Borrower under purpose; (ii) responsible for performing any of the Leasesobligations of the lessor under any Lease; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from(iii) responsible for any waste committed by lessees or any other parties, any and all liability, damage dangerous or expense arising from any defective condition of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, managementProperty, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting the Property; or (iv) liable in loss any manner for the Property or damage the use, occupancy, enjoyment or injury or death to any party. (d) Upon the occurrence operation of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable part of it. In exercising its rights under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington this Section I Beneficiary shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed be liable only for the collection proper application of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee and accounting for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property Rents collected by Beneficiary or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedits agents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower As further security for the payment of the Indebtedness, Mortgagors hereby presently, irrevocably, absolutely and unconditionally assignstransfer, transfers assign and sets set over unto Huntington Mortgagee all of their individual and Huntington's successors collective right, title and assigns interest in and to all present and future leases covering all leases, lease termination agreements, license agreements, concession agreements, parking management agreements and other occupancy agreements of any nature, oral or any part written, of the Mortgaged Property (Land and space in the "Leases")Improvements, together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter made, and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, damages payable upon default by tenant, or other sums in any of said leases provided to be paid to the lessor thereunder, profits, income, receiptslicense fees, revenues, concession fees and issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesSecurity (collectively, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), to be applied by Mortgagee in payment of the Indebtedness and also together with any and all rights and remedies which Borrower may have against any tenant under any guaranties of the Leases or others in possession obligations of the Mortgaged Property tenants thereunder and the rights of Mortgagors to receive, hold and apply all bonds and security in all of said leases provided to be furnished to the lessor thereunder, and also together with the rights of Mortgagors to enforce any and all of the agreements, terms, covenants and conditions in all of said leases provided and to give notices thereunder. Provided, however, that until an Event of Default occurs hereunder, Mortgagors shall have a revocable license to collect the Rents and to exercise and enjoy all of the aforesaid rights, privileges and benefits. Mortgagee may receive and collect the Rents personally or any part thereof for through a receiver upon the collection or recovery occurrence of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for during the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington pendency of any failure to do soforeclosure proceeding and during any redemption period. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default, Mortgagors agree to consent to a receiver if this is believed necessary or desirable by Mortgagee to enforce its rights under this Section. Notwithstanding anything contained herein to the contrary, if all outstanding Events of Default are subsequently cured or waived prior to Acceleration of Maturity (as hereinafter defined: (i) All defined in the Note), then Mortgagors automatically shall have the same revocable license to collect the Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay enjoy all of the Rents directly aforesaid rights, privileges, and benefits. Mortgagors shall not otherwise assign or pledge, or contract, expressly or by implication, to Huntington at assign or pledge, any lease of the address specified Land or space in Section 27 hereofthe Improvements or the rights to xxx for, for which collect and receive any Rents, or the rights to receive, hold and apply any bonds and security in any of said leases provided to be furnished to the lessor thereunder, or the rights to enforce any of the agreements, terms, covenants or conditions of said leases or to give notices thereunder, unless in each instance the written consent thereto of Mortgagee be first obtained. Nothing in this assignment Mortgage shall be sufficient warrant; (ii) Huntington construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagors as lessor under any of the leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the lessor. If, notwithstanding the occurrence of an Event of Default, Mortgagee shall from time to time suffer or permit Mortgagors to xxx for, collect or receive any Rents, or to receive, hold or apply any bonds or security under any of the leases hereinabove assigned, or to enforce any of the agreements, terms, covenants or conditions thereunder or to give notices under said leases, after the occurrence of an Event of Default, neither such sufferance nor permission shall constitute a waiver or relinquishment by Mortgagee of the rights hereunder and hereby assigned to Mortgagee with respect to any subsequent Rents, or with respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices; provided, however, notwithstanding the foregoing, it is agreed by Mortgagee that if all outstanding Events of Default are cured or waived prior to Acceleration of Maturity, then Mortgagors automatically shall have the right same revocable license to forthwith enter and take possession of collect the Mortgaged Property Rents and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection otherwise deal with the management, operation, development, leasing and construction of the Mortgaged Property leases as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedaforesaid. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Grantor hereby presently, irrevocably, absolutely and unconditionally assignsgrants, transfers transfers, assigns and sets over unto Huntington Grantee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all leases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or any part written, of the Mortgaged Property (Land and of space in the "Leases"), Improvements together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter made, and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, damages payable upon default by tenant, or other sums in any of said leases provided to be paid to the lessor thereunder, profits, income, receiptslicense fees, revenuesconcession fees, lease termination fees and issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesSecurity (collectively, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), to be applied by Grantee in payment of the Indebtedness, and also together with any and all rights and remedies which Borrower may have against any tenant under any guaranties of the Leases or others in possession obligations of the Mortgaged Property or any part thereof for tenants thereunder and the collection or recovery rights of Rents so assigned. Prior Grantor to an Event receive, hold and apply all bonds and security in all of Default, as hereinafter defined, Borrower shall have a license said leases provided to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title be furnished to the Leases lessor thereunder, and Rents hereby assigned also together with the rights of Grantor to enforce any and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations agreements, terms, covenants and undertakings conditions in all of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, said leases provided and to save Huntington harmless from, any give notices thereunder. Grantee may receive and all liability, damage or expense arising from any of collect the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property Rents upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default for so long as hereinafter defined: (i) All Rents assigned hereunder any such Event of Default shall be paid directly to Huntingtonexist, and Huntington may notify during the tenants pendency of any foreclosure proceeding and during any redemption period. Grantor agrees to consent to a receiver if this is believed necessary or desirable by Grantee to enforce its rights under this Section. Grantee hereby grants to Grantor a revocable license to collect the Leases (Rents as they respectively come due and to enforce said leases, so long as there exists no Event of Default under this Deed. Grantor shall not otherwise assign or pledge, or contract, expressly or by implication, to assign or pledge, any other parties in possession lease of the Mortgaged Property) Land or space in the Improvements or the rights to pay all of the Rents directly to Huntington at the address specified in Section 27 hereofxxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter collect and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or receive any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agentRents, or the rights to receive, hold and apply any bonds and security in the event any of the institution of foreclosure proceedings said leases provided to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title furnished to the Mortgaged Propertylessor thereunder, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient rights to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right conditions of Huntington to foreclose the Mortgage said leases or to take give notices thereunder, unless in each instance the written consent thereto of Grantee is first obtained. Nothing in this Deed shall be construed to obligate Grantee, expressly or by implication, to perform any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value covenants of Grantor as lessor under any of the Mortgaged Property given as leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the lessor. If Grantee shall from time to time suffer or permit Grantor to xxx for, collect or receive any Rents, or to receive, hold or apply any bonds or security hereunderunder said leases, and regardless or to enforce any of the solvency agreements, terms, covenants or insolvency of any party bound for the payment conditions thereunder or to give notices thereunder, neither such sufferance nor permission shall constitute a waiver or relinquishment by Grantee of the Indebtedness rights hereunder and hereby assigned to Grantee with respect to any subsequent Rents, or the other sums hereby securedwith respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington the Agent for the benefit of the Lenders, and Huntington's their successors and assigns assigns, all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties guarantees of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of a Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington the Agent, on behalf of the Lenders, and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No assignment and no person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington the Agent of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum RentsRents and shall enter into and maintain a contract, approved by the Agent as to form and content, with a professional property manager, approved by the Agent, for the management and leasing of the Mortgaged Property. (iv) Borrower shall not (1) pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely As additional security for the Liabilities and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part performance of the Mortgaged Property (covenants and agreements set forth herein, pursuant to Michigan Compiled Laws 565.81 et seq. and Michigan Compiled Laws 554.231 et seq., each as amended, Grantor hereby assigns to the "Leases")Lender, together with and grants Lender a security interest in, any extensions oil and gas located in, on or renewals thereof under the Property, any and any guaranties all Leases of any tenants' obligations thereunderthe Property, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, income and profits derived from the use of the Property or any portion thereof, whether due or to become due. These assignments shall run with the land and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any shall be good and valid against Grantor and all persons claiming by, under, or through Grantor from the date of recording of this Mortgage and shall continue to be operative during foreclosure or any other proceedings taken to enforce this Mortgage. If any foreclosure sale results in a deficiency, the assignments shall continue as security during the foreclosure redemption period. Grantor covenants with and warrants to Lender that as of the date of this Mortgage: a. Each Lease is in full force and effect and there are no defaults existing thereunder; and b. Grantor has not, except as may be described in an attachment, if any, to this Mortgage: (1) executed or granted any prior assignment, encumbrance, or security interest in any Lease or the rentals thereunder; (2) performed any acts or executed any other instruments or agreements which would limit or prevent Lender from obtaining the benefit of and exercising its rights conferred by this Mortgage; or (3) executed or granted any modification of any Lease, either orally or in writing. and, as of the date of this Mortgage and remedies which Borrower may have against any tenant under for so long as any of the Leases Liabilities remains unpaid or others in possession unperformed: c. Grantor shall promptly inform Lender of, assign, and deliver, any subsequent Lease of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Defaultthereof, as hereinafter definedand make, Borrower shall have a license to collect execute and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title deliver to the Leases and Rents hereby assigned and has the rightLender, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless fromupon demand, any and all liabilitydocuments, damage agreements and instruments as may, in Lender's opinion, be necessary to protect the Lender's rights under this Mortgage; provided, that Grantor's failure to do so will not impair Lender's interest in or expense arising from rights with respect to any subsequent Lease, nor in any way affect the applicability of this Mortgage to such Lease and the unpaid rents due or to become due thereunder. d. Grantor shall not, without the prior written consent of Lender: (1) Cancel or accept surrender of a Lease; (2) modify or alter a Lease in any way, either orally or in writing; (3) reduce the amount of or postpone payment of any Lease rents; (4) consent to any assignment of the Leases lessee's interest in a Lease, or from this assignment, including, without limitation, claims by tenants any subletting thereunder; (5) collect or accept payment of rents under a Lease for security deposits or for rental payments more than one (1) month in advance advance; (6) make any other assignment, pledge, encumbrance, or other disposition of a Lease or any Lease rents, issues, income or profits. Any of the above acts, if done without the Lender's prior written consent, shall be null and not delivered void; and e. Grantor shall perform and discharge each and every obligation, covenant, and agreement required to Huntingtonbe performed by the landlord under any Lease and should Grantor fail to do so the Lender, at Lender's sole option and without releasing Grantor from any such obligation, may make or do the same in such manner and to such extent as the Lender deems necessary to protect its rights and interests under this Mortgage. All amounts indemnified against hereunderAny and all costs, expenses and sums paid by the Lender in performing under any Lease, including reasonable attorneys' fees if paid by Huntingtonattorney fees, shall bear interest at be added to the Default Rate of Interest, as defined in the Notes, and shall be payable Liabilities secured by Borrower immediately without demand and shall be secured herebythis Mortgage. This assignment shall of rents is given as collateral security only and will not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default be construed as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and obligating Lender to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in covenants or undertakings required to be performed by Grantor under any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedLease. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Lender all of Borrower’s estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Borrower as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due or to become due. Borrower irrevocably appoints Lender its true and lawful attorney-in-fact, at the Leases option of Lender, at any time and all proceeds payable under any policy from time to time upon the occurrence and during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the Premises, pursuant to Borrower’s rights under the Leases, to exercise any of Borrower’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Borrower or Lender, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the payment of all sums due Lender for all losses, costs, damages, fees and expenses whatsoever associated with the exercise of this power of attorney, and Borrower hereby releases Lender from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Lender) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Borrower to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Borrower. It is intended by Borrower and Lender that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions of Borrower contained in the Leases or otherwise to impose any obligation upon Lender, and, so long as no Event of Default shall have occurred and be continuing, Borrower shall have a license license, revocable upon an Event of Default, to possess and control the Premises and collect and receive all Rents as trustee for the benefit Rents. Upon an Event of Huntington and Borrower.Default, such license shall be automatically revoked. Xxxxxxxx Xx. 00000 GE No. 8004-2212 0000 Xxxxxx Xxxxx Wilmington, North Carolina (b) Borrower hereby representsUpon the occurrence and during the continuance of an Event of Default, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallLender may, at Borrower's sole cost and expenseany time without notice (except if required by applicable law), perform and discharge all either in person, by agent or by a court-appointed receiver, regardless of the obligations adequacy of Lender’s security, and undertakings of the landlord under the Leases and give prompt notice to Huntington of at its sole election (without any failure obligation to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each ), enter upon and every obligation take possession and undertaking control of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising underPremises, or in any manner connected withpart thereof, the Leases or the obligations to perform all acts necessary and undertakings of the tenants thereunder. (iii) Borrower shall generally appropriate to operate and maintain the Mortgaged Property Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in a manner to insure maximum Rents. (iv) Borrower shall not pledgeLender’s or Borrower’s name, transfer, mortgage xxx for or otherwise encumber collect such Rents as specified in this Deed of Trust as the same become due and payable, including, but not limited to, Rents then due and unpaid. Lender may so xxx for or assign otherwise collect such Rents with or without taking possession of the Leases Premises. Borrower agrees that upon the occurrence and during the continuance of an Event of Default, each tenant of the Premises shall make its rent payable to and pay such rent to Lender (or Lender’s agents) on Lender’s written demand therefor, delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior part of said tenant to accrualinquire further as to the existence of an Event of Default by Borrower. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death Rents collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Lender to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney’s fees, receiver’s fees, premiums on receiver’s bonds, costs of repairs to the RentsPremises, premiums on insurance policies, taxes, assessments and other charges on the Premises, and the costs of discharging any funds expended by Huntington for such purposes shall become indebtedness obligation or liability of Borrower with respect to Huntington the Leases and to the sums secured by this Deed of Trust. Lender or the Mortgage. Unless Huntington receiver shall have access to the books and Borrower agree records used in writing to other terms the operation and maintenance of payment, such amounts the Premises and shall be payable upon demand from Huntington liable to account only for those Rents actually received. (d) Lender shall not be liable to Borrower, anyone claiming under or through Borrower and shall bear or anyone having an interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise Premises by reason of anything done or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security left undone by Lender hereunder, and regardless except to the extent of the solvency Lender’s gross negligence or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedwillful misconduct. (e) Borrower hereby authorizes Any entering upon and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, taking possession and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger control of the leasehold estates created Premises by Lender or the Leases with the fee estate receiver and any application of the Property and Improvements without the prior written consent Rents as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Lender under applicable law or provided therein.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present All of the existing and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenuesleases, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Trust Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or all rights in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Trust Property or Huntington's lien thereonany part thereof, and other charges all rights of Trustor against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title any guarantors thereof, are hereby assigned to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, Beneficiary as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as further security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness indebtedness and performance of the obligations, covenants, promises and agreements herein or secured hereby. When requested by Beneficiary from time to time, and within such time as Beneficiary may require, Trustor shall, to the other sums hereby secured. extent required, execute, deliver, and record, and shall cause any lessee, sublessee, assignee, tenant, or occupant (ehereinafter collectively referred to as "Tenant") Borrower of Trustor designated by Beneficiary to execute, deliver, and record, separate lease assignments covering any or all of the leases that may affect any part or all of the Trust Property. Such separate lease assignments shall be in such form and contain such provisions as Beneficiary may in its discretion require and, without limiting the generality of the foregoing, may require any such Tenant to subordinate the Tenant's rights to the lien of this Deed of Trust. In no event shall Beneficiary be required to give nondisturbance or similar commitments to any of such Tenant. Whether or not separate lease assignments are required by Beneficiary, Trustor hereby authorizes and directs the tenants under Tenant of the Leases to pay Rents to Huntington Trust Property that, upon written demand by Huntingtonnotice from Beneficiary, without further consent of Borrowerall payments required under said leases, and the tenants may rely upon or in any written statement delivered by Huntington way respecting same, shall be made directly to the tenantsBeneficiary as they become due. Any Trustor hereby relieves said Tenant from any liability to Trustor by reason of said payments being made to Beneficiary. Nevertheless, until Beneficiary notifies said Tenants in writing to make such payment payments to Huntington shall constitute payment to Borrower under the Leases. (f) There Beneficiary, Trustor shall be no merger entitled to collect all such rents and/or payments. Beneficiary is hereby authorized to give such notification only in the event of the leasehold estates created any breach or event of default by the Leases with the fee estate of the Property and Improvements Trustor under Section 15 hereof. Trustor shall not, without the prior written consent of HuntingtonBeneficiary: (a) execute (except as noted above) an assignment of the rents, income, profits and benefits accruing from the Trust Property; or, (b) in any other manner impair the value of the Trust Property or the security of Beneficiary for the payment of the Note. Nothing contained herein shall obligate Beneficiary to perform the duties of Trustor as landlord or lessor under any such leases or tenancies. Trustor hereby covenants and agrees that it shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in any and all leases of the Trust Property now or hereafter existing, on the part of the lessor thereunder to be kept and performed.

Assignment of Rents and Leases. Subject to the limited license granted by Mortgagor in the Assignment of Rents and Leases (a) Borrower defined below), Mortgagor hereby presently, irrevocably, absolutely and unconditionally assignstransfers, transfers assigns and sets over unto Huntington Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering leases, subleases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or written, of all or any part portion of the Mortgaged Property (the "Leases")Real Property, together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof hereafter made (each a “Lease” and any guaranties of any tenants' obligations thereundercollectively, the “Leases”), and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, damages payable upon default by tenant, or other sums in any of the Leases provided to be paid to the landlord thereunder, profits, income, receiptslicense fees, revenuesconcession fees, lease termination fees and issues of the Security (collectively, “Rents”), to be applied by Mortgagee in payment of the Indebtedness, the STAG IV Indebtedness and/or the STAG V Indebtedness and profits now due or which may hereafter become due under also together with the rights of Mortgagor to receive, hold and apply all bonds and security in all of the Leases or any extensions or renewals thereofprovided to be furnished to the landlord thereunder, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), also together with any and all guaranties of the obligations of the tenants thereunder and the rights of Mortgagor to enforce any and remedies which Borrower may have against any tenant under any all of the agreements, terms, covenants and conditions in all of the Leases or others in possession of provided and to give notices thereunder. Mortgagee may receive and collect the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallpersonally or through a receiver, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder Default. Mortgagor agrees to consent to a receiver if this is believed necessary or desirable by Mortgagee to enforce its rights under this Section. Mortgagor shall not otherwise assign or pledge, or contract, expressly or by implication, to assign or pledge, any Lease or the rights to xxx for, collect and receive any Rents, or the rights to receive, hold and apply any bonds and security in any of the Leases provided to be furnished to the landlord thereunder, or the rights to enforce any of the agreements, terms, covenants or conditions of the Leases or to give notices thereunder, unless in each instance the written consent thereto of Mortgagee be first obtained. Nothing in this Mortgage shall be paid directly construed to Huntingtonobligate Mortgagee, and Huntington may notify expressly or by implication, to perform any of the tenants covenants of Mortgagor as landlord under any of the Leases (hereinabove assigned or any other parties in possession of the Mortgaged Property) to pay all any sum of money or damages therein provided to be paid by the Rents directly landlord. If Mortgagee shall from time to Huntington at the address specified in Section 27 hereoftime suffer or permit Mortgagor to xxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right collect or receive any Rents, or to forthwith enter and take possession of the Mortgaged Property and to managereceive, operate, lease and develop the same; to collect as hereunder provided all hold or apply any Rents payable bonds or security under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right of Huntington to foreclose the Mortgage conditions thereunder or to take any other legal give notices thereunder, neither such sufferance nor permission shall constitute a waiver or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless relinquishment by Mortgagee of the value rights hereunder and hereby assigned to Mortgagee with respect to any subsequent Rents or with respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. Reference is made to that certain Assignment of Rents and Leases, executed by Mortgagor in favor of Mortgagee, of even date and record herewith (the “Assignment of Rents and Leases”). To the extent not provided herein, the terms and provisions of the Mortgaged Property given Assignment of Rents and Leases are by this reference incorporated herein as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants though fully set forth herein. This Mortgage also secures Mortgagor’s obligations under the Leases to pay Assignment of Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) The Borrower hereby assigns to the Lender all right title and interest of the Borrower in the Rents and Leases to have and to hold absolutely until all monies secured by this Mortgage and unconditionally assignsall obligations of the Borrower whether contained in this Mortgage or otherwise have been fully paid and satisfied. The Borrower hereby grants to the Lender full power and authority to enter upon the Lands to collect the Rents, transfers to demand, collect, xxx for, distrain for, recover, receive and sets over unto Huntington give receipts for the Rents, to enforce payment of the Rents and Huntington's successors performance of the obligations of any guarantees of payment and assigns covenants to pay and to exercise all rights in respect of any or all Leases, in the Lender’s own name or in the name of and as agent for the Borrower, as the Lender may elect, and hereby grants to the Lender irrevocable authority to join the Borrower in any such proceedings or actions. Notwithstanding that this is a present and future leases covering absolute assignment, (subject to redemption on repayment of all or any part of the Mortgaged Property (the "Leases"monies secured by this Mortgage), together with any extensions or renewals thereof the Borrower, as agent for the Lender, shall be entitled to collect and any guaranties of any tenants' obligations thereunder, retain the Rents as and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter when they become due under the Leases or any extensions or renewals thereof, as well as all moneys due and payable according to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Lease and to deal with all Leases until the Lender gives notice to tenants directing that they pay the Rents to the Lender. The Borrower covenants that it now has good and sufficient power, authority and right to assign the Rents and Leases and other benefits to the Lender as herein provided and shall not further assign, pledge or otherwise encumber the Rents or Leases, all liquidated damages following default under the Leases and all proceeds payable under accept any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part prepayment of the Mortgaged Property (such rentsRents, incomenor do or omit to do any act having the effect of waiving, receiptsreleasing, revenuesreducing or abating any rights or remedies of the Borrower or any obligations of any other party in connection with the Leases. Nothing herein contained or any action taken by the Lender as provided will make the Lender a mortgagee in possession, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may or will have against any tenant under the effect of making the Lender responsible for the collection of the Rents or for the observance or performance or enforcement thereof or of any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any provisions of the Leases either by the Borrower or from by any other person, liable to account for any monies except such monies as it actually receives pursuant to this assignmentassignment of Rents and Leases less proper collection charges, inspection fees, costs (including, without limitation, claims legal fees and disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) and other expenses expended by tenants the Lender and such monies when so received shall, at the discretion of the Lender, be applied on account of the monies secured by this Mortgage. The giving of this assignment of Rents and Leases is by way of additional and collateral security for security deposits or for rental payments more than one (1) month in advance all monies secured by this Mortgage and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable substitution for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, other security and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall will not in any way preclude diminish, novate or abridge the right of Huntington to foreclose the Mortgage or to take otherwise affect any other legal security and such other security will not diminish, novate or equitable action thereonotherwise affect this assignment of Rents and Leases. Huntington shall have such Any right or remedy under this assignment of Rents and Leases may be taken either independently or in conjunction with any other rights or privileges as aforesaid regardless remedies of the value Lender under this Mortgage. The Borrower shall execute and deliver such further assurances, assignments, notices or other documents and do all such other things as the Lender may reasonably require from time to time to perfect this assignment of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedRents. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) For the purpose of further securing the payment of the Mortgage Debt and the performance of all of the Borrower’s obligations under the Note, this Mortgage and any Swap Contract, the Borrower hereby absolutely assigns to the Bank all of the Borrower’s right, title and unconditionally assignsinterest in, transfers to and sets over unto Huntington and Huntington's successors and assigns under all present and future leases covering all or any part portion of the Mortgaged Property (and the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and right to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable collect rents under any policy of insurance other oral or written occupancy agreement covering loss of rents resulting from untenantability caused by damage to any part portion of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and BorrowerProperty. (b) Borrower hereby representsThis Assignment is made on the following terms and conditions with respect to the Mortgaged Property, warrants and agrees thatnamely: (i1) So long as there shall exist no Event of Default as defined in the Loan Agreement by and between the Bank and the Borrower has good title dated of even date herewith, as from time to time amended or restated (the Leases and Rents hereby assigned and has “Loan Agreement”), the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use be entitled to collect all reasonable efforts to enforce or secure rents under all leases and occupancy agreements; provided, however, that the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform any rental or discharge any obligation other payment under a lease or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments occupancy agreement more than one (1) month in advance and not delivered to Huntingtonof the time that it is due under the terms of the lease or occupancy agreement. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by The Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, enter into any lease or repair occupancy agreement covering any portion of the Mortgaged Property upon Huntington without the Bank’s prior written consent and no change or make Huntington responsible modification may be made in the terms of any leases without the Bank’s prior written consent. The Borrower agrees that both before and after any Event of Default it will fully perform all of its obligations under any lease or occupancy agreement and will do nothing to impair its or their value as security for the Mortgage Debt. (2) Upon or at any time after an Event of Default the Bank, without in any way waiving such Event of Default, at the Bank’s option, without notice and without regard to the adequacy of any other security held by it, may collect all rents under any leases and occupancy agreements and exercise all of the Borrower’s rights under any lease or occupancy agreement. The Bank shall not be required to take possession of any portion of the Mortgaged Property to entitle it to the rents and profits emanating therefrom or payable with respect thereto. (3) The Bank shall not be liable for any negligence in loss sustained by the managementBorrower by reason of the Bank’s exercise of its rights under this Assignment nor shall the Bank be deemed to have assumed any of the Borrower’s obligations under any lease or occupancy agreement covering any portion of the Mortgaged Property. (4) The Borrower agrees to defend, operationindemnify and hold harmless the Bank from any and all liability, upkeep, repair or control of same resulting in loss or damage which may or injury might be incurred by the Bank by virtue of this Assignment or death to any partyaction taken by the Bank in exercise of its rights conferred by this Assignment. (d5) Upon The affidavit, certificate or statement of any officer, agent or attorney of the occurrence Bank shall be and constitute conclusive evidence of the validity, effectiveness and continuing force of this Assignment and any person may and is hereby authorized to rely thereon. The Borrower hereby directs all lessees and tenants under any leases and occupancy agreements to rely conclusively on any notice received from any officer, agent or attorney of the Bank to the effect that an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify described in this Mortgage exists and/or that the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have Bank has the right to forthwith enter and take possession exercise the rights of the Mortgaged Property and to manage, operate, Borrower under any lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedoccupancy agreement. (e6) The Borrower hereby authorizes agrees that it will not make any further assignment or other transfer of its right, title and directs the tenants interest under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leaseslease or occupancy agreement. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Trustor hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Trust Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower Trustor under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Trust Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower Trustor may have against any tenant under any of the Leases or others in possession of the Mortgaged Trust Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower Trustor shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and BorrowerTrustor. (b) Borrower Trustor hereby represents, warrants and agrees that: (i) Borrower Trustor has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower Trustor has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower Trustor shall, at BorrowerTrustor's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower Trustor shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower Trustor shall generally operate and maintain the Mortgaged Trust Property in a manner to insure maximum Rents. (iv) Borrower Trustor shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower Trustor shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower Trustor under any of the Leases; and Borrower Trustor hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower Trustor immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Trust Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and and, Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Trust Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 29 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Trust Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Trust Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Trust Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii15(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Trust Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Trust Property or Huntington's lien thereon, and other charges against the Mortgaged Trust Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Trust Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Trust Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower Trustor to Huntington secured by the MortgageDeed of Trust. Unless Huntington and Borrower Trustor agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower Trustor and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose exercise the Mortgage power of sale contained herein or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Trust Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower Trustor hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of BorrowerTrustor, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower Trustor under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assignsSubject to the First Mortgage, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof Senior Loan Documents and any guaranties Secured Working Capital Loan, Mortgagor hereby presently assigns to the Noteholder all of Mortgagor’s right, title and interest in and to any tenants' obligations thereunderLeases, as defined hereinafter, with respect to the Property, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due of the Property. “Lease” shall mean every lease or sublease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which may shall hereafter become due under be entered into, and by which Mortgagor is a lessor or the Leases like, and any renewals, extensions or other modifications thereof. Mortgagor grants to the Noteholder, with or without the Noteholder or any extensions or renewals thereofother Person (including, as well as all moneys due without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to become due to Borrower under enter onto the Leases Property for services, materials or installations supplied whether or not purposes of collecting the same were supplied under and to let the terms of the Leases, all liquidated damages following default under the Leases Property and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (apply such rents, incomeissues and profits, receiptsafter payment of all charges and expenses relating to the Property, revenuesto the Obligations. This assignment shall be an absolute assignment subject to the First Mortgage, issuesthe Senior Loan Documents and any Secured Working Capital Loan, profits and other moneys assigned subject to the license herein granted to Mortgagor and Mortgagor’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. The Noteholder hereby are hereinafter collectively called "Rents")grants a revocable license to Mortgagor to collect and use such rents, together with issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any and all rights and remedies which Borrower may have against any tenant under any action on the Noteholder’s part, upon the occurrence of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower Mortgagor hereby agrees to indemnify Huntington the Noteholder for, and to save Huntington hold the Noteholder harmless from, any and all liability, damage or expense liability and expenses arising from any of the Leases such Lease or from this assignment, including, without limitation, claims by tenants for security deposits other agreement or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notesany assignments thereof, and no assignment of any such Lease or other agreement shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place the responsibility for the control, care, management, management or repair of the Mortgaged Property upon Huntington or the Noteholder, nor make Huntington responsible or the Noteholder liable for any negligence in or other tortious conduct, whether by the Noteholder or any other Person, with respect to the management, operation, upkeep, repair or control of same the Property resulting in loss injury, death, property or other damage or injury loss of any nature whatsoever. Mortgagor shall not cancel, amend or death otherwise modify the terms and conditions of any Lease without obtaining the Noteholder’s prior consent; nor shall Mortgagor accept payments of rent or the like more than one month in advance without obtaining the Noteholder’s prior consent. The Noteholder may exercise the Noteholder’s rights from time to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants time under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of section without first commencing foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and if the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenantsNoteholder so elects. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created election by the Leases with Noteholder to exercise the fee estate of Noteholder’s rights from time to time under this section shall not prohibit the Noteholder from simultaneously or thereafter foreclosing upon the Property and Improvements without or exercising any other rights available to the prior written consent of HuntingtonNoteholder hereunder or at law.

Assignment of Rents and Leases. Subject to the limited license granted by Mortgagor in the Assignment of Rents and Leases (a) Borrower defined below), Mortgagor hereby presently, irrevocably, absolutely and unconditionally assignstransfers, transfers assigns and sets over unto Huntington Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering leases, subleases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or written, of all or any part portion of the Mortgaged Property (the "Leases")Real Property, together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof hereafter made (each a “Lease” and any guaranties of any tenants' obligations thereundercollectively, the “Leases”), and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, damages payable upon default by tenant, or other sums in any of the Leases provided to be paid to the landlord thereunder, profits, income, receiptslicense fees, revenuesconcession fees, lease termination fees and issues of the Security (collectively, “Rents”), to be applied by Mortgagee in payment of the Indebtedness and profits now due or which may hereafter become due under also together with the rights of Mortgagor to receive, hold and apply all bonds and security in all of the Leases or any extensions or renewals thereofprovided to be furnished to the landlord thereunder, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), also together with any and all guaranties of the obligations of the tenants thereunder and the rights of Mortgagor to enforce any and remedies which Borrower may have against any tenant under any all of the agreements, terms, covenants and conditions in all of the Leases or others in possession of provided and to give notices thereunder. Mortgagee may receive and collect the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallpersonally or through a receiver, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder Default. Mortgagor agrees to consent to a receiver if this is believed necessary or desirable by Mortgagee to enforce its rights under this Section. Mortgagor shall not otherwise assign or pledge, or contract, expressly or by implication, to assign or pledge, any Lease or the rights to xxx for, collect and receive any Rents, or the rights to receive, hold and apply any bonds and security in any of the Leases provided to be furnished to the landlord thereunder, or the rights to enforce any of the agreements, terms, covenants or conditions of the Leases or to give notices thereunder, unless in each instance the written consent thereto of Mortgagee be first obtained. Nothing in this Mortgage shall be paid directly construed to Huntingtonobligate Mortgagee, and Huntington may notify expressly or by implication, to perform any of the tenants covenants of Mortgagor as landlord under any of the Leases (hereinabove assigned or any other parties in possession of the Mortgaged Property) to pay all any sum of money or damages therein provided to be paid by the Rents directly landlord. If Mortgagee shall from time to Huntington at the address specified in Section 27 hereoftime suffer or permit Mortgagor to xxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right collect or receive any Rents, or to forthwith enter and take possession of the Mortgaged Property and to managereceive, operate, lease and develop the same; to collect as hereunder provided all hold or apply any Rents payable bonds or security under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right of Huntington to foreclose the Mortgage conditions thereunder or to take any other legal give notices thereunder, neither such sufferance nor permission shall constitute a waiver or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless relinquishment by Mortgagee of the value rights hereunder and hereby assigned to Mortgagee with respect to any subsequent Rents or with respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. Reference is made to that certain Assignment of Rents and Leases, executed by Mortgagor in favor of Mortgagee, of even date and record herewith (the “Assignment of Rents and Leases”). To the extent not provided herein, the terms and provisions of the Mortgaged Property given Assignment of Rents and Leases are by this reference incorporated herein as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants though fully set forth herein. This Mortgage also secures Mortgagor’s obligations under the Leases to pay Assignment of Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower Trustor hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington Beneficiary and HuntingtonBeneficiary's successors and assigns all present and future leases covering all or any part of the Mortgaged Trust Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower Trustor under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Trust Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower Trustor may have against any tenant under any of the Leases or others in possession of the Mortgaged Trust Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower Trustor shall have a license to collect and receive all Rents as trustee for the benefit of Huntington Beneficiary and BorrowerTrustor. (b) Borrower Trustor hereby represents, warrants and agrees that: (i) Borrower Trustor has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower Trustor has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower Trustor shall, at BorrowerTrustor's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington Beneficiary of any failure to do so. Borrower Trustor shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower Trustor shall generally operate and maintain the Mortgaged Trust Property in a manner to insure maximum Rents. (iv) Borrower Trustor shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower Trustor shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington Beneficiary shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower Trustor under any of the Leases; and Borrower Trustor hereby agrees to indemnify Huntington Beneficiary for, and to save Huntington Beneficiary harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to HuntingtonBeneficiary. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by HuntingtonBeneficiary, shall bear interest at the Default Rate of Interest, as defined in the NotesNote, and shall be payable by Borrower Trustor immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Trust Property upon Huntington Beneficiary or make Huntington Beneficiary responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to HuntingtonBeneficiary, and Huntington and, Beneficiary may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Trust Property) to pay all of the Rents directly to Huntington Beneficiary at the address specified in Section 27 29 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington Beneficiary shall have the right to forthwith enter and take possession of the Mortgaged Trust Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington Beneficiary deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Trust Property as HuntingtonBeneficiary, in its sole discretion, may deem proper; and (iii) Huntington Beneficiary shall have the right to forthwith enter into and upon the Mortgaged Trust Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington Beneficiary shall pursue its remedies under Subsections 17(d)(ii15(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Trust Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Trust Property or HuntingtonBeneficiary's lien thereon, and other charges against the Mortgaged Trust Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Trust Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington Beneficiary may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Trust Property and collecting the Rents, any funds expended by Huntington Beneficiary for such purposes shall become indebtedness of Borrower Trustor to Huntington Beneficiary secured by the MortgageDeed of Trust. Unless Huntington Beneficiary and Borrower Trustor agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington Beneficiary to Borrower Trustor and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the NotesNote. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington Beneficiary to foreclose exercise the Mortgage power of sale contained herein or to take any other legal or equitable action thereon. Huntington Beneficiary shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Trust Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower Trustor hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington Beneficiary upon written demand by HuntingtonBeneficiary, without further consent of BorrowerTrustor, and the tenants may rely upon any written statement delivered by Huntington Beneficiary to the tenants. Any such payment to Huntington Beneficiary shall constitute payment to Borrower Trustor under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of HuntingtonBeneficiary.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely presently, irrevocably, absolutely, and unconditionally assignsgrants, transfers transfers, assigns and sets over unto Huntington Mortgagee all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all leases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or any part written, of the Mortgaged Property (Land and of space in the "Leases"), Improvements together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter made, and also together with the rights to xxx for, collect and receive all of the present and future rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, incomeparking revenues, receipts, revenuesrefunds, rebates, damages payable upon default by tenant, or other sums in any of said leases provided to the lessor thereunder, profits, income (including revenues from the letting of hotel rooms), license fees, concession fees, lease termination fees, lease modification and extension fees and issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesSecurity, all liquidated damages following default under the Leases and including all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused thereof (collectively, the “Rents”), to be applied by damage to any part Mortgagee in payment of the Mortgaged Property (such rentsIndebtedness, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), also together with any and all rights and remedies which Borrower may have against any tenant under any guaranties of the Leases or others in possession obligations of the Mortgaged Property or tenants thereunder and the rights of Mortgagor to receive, hold and apply all bonds and security in all of said leases provided to be furnished to the lessor thereunder, and also together with the rights of Mortgagor to enforce any part thereof for and all of the collection or recovery agreements, terms, covenants and conditions in all of Rents so assignedsaid leases provided and to give notices thereunder. Prior Mortgagee grants to an Event of Default, as hereinafter defined, Borrower shall have Mortgagor a revocable license to collect and receive all the Rents as trustee for the benefit of Huntington they become due and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce such leases and agreements, so long as no Event of Default exists hereunder. Mortgagee may receive and collect the Rents personally or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in through a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property receiver upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence and during the continuance of an Event of Default so long as hereinafter defined: (i) All Rents assigned hereunder any such Event of Default shall be paid directly exist and during the pendency of any foreclosure proceeding and during any redemption period. Mortgagor agrees to Huntingtonconsent to a receiver if this is believed reasonably necessary or desirable by Mortgagee to enforce its rights under this Section. Mortgagor shall not otherwise assign or pledge, and Huntington may notify the tenants under the Leases (or contract, expressly or by implication, to assign or pledge, any other parties in possession lease of the Mortgaged Property) Land or space in the Improvements or the rights to pay all of the Rents directly to Huntington at the address specified in Section 27 hereofxxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter collect and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or receive any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agentRents, or the rights to receive, hold and apply any bonds and security in the event any of the institution of foreclosure proceedings said leases provided to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title furnished to the Mortgaged Propertylessor thereunder, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient rights to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right conditions of Huntington to foreclose the Mortgage said leases or to take give notices thereunder, unless in each instance the written consent thereto of Mortgagee be first obtained. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value covenants of Mortgagor as lessor under any of the Mortgaged Property given as leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the lessor. If Mortgagee shall from time to time suffer or permit Mortgagor to xxx for, collect or receive any Rents, or to receive, hold or apply any bonds or security hereunderunder said leases, and regardless or to enforce any of the solvency agreements, terms, covenants or insolvency of any party bound for the payment conditions thereunder or to give notices thereunder, neither such sufferance nor permission shall constitute a waiver or relinquishment by Mortgagee of the Indebtedness rights hereunder and hereby assigned to Mortgagee with respect to any subsequent Rents, or the other sums hereby securedwith respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers transfers, conveys and sets over unto Huntington to Lender all of Borrower's estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Borrower as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due or to become due. Borrower irrevocably appoints Lender its true and lawful attorney-in-fact, at the Leases option of Lender, at any time and all proceeds payable under any policy from time to time upon the occurrence and during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the Premises, pursuant to Borrower's rights under the Leases, to exercise any of Borrower's rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Borrower or Lender, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the payment of all sums due Lender for all losses, costs, damages, fees and expenses whatsoever associated with the exercise of this power of attorney, and Borrower hereby releases Lender from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Lender) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Borrower to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Borrower. It is intended by Borrower and Lender that the assignment set forth herein constitutes an absolute assignment 18 and not merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions of Borrower contained in the Leases or otherwise to impose any obligation upon Lender, and, so long as no Event of Default shall have occurred and be continuing, Borrower shall have a license license, revocable upon an Event of Default, to possess and control the Premises and collect and receive all Rents. Upon an Event of Default, such license shall be automatically revoked. The assignment of Rents and Leases contained in this Mortgage are intended to provide Lender with all rights and remedies of mortgagees pursuant to Section 697.07, Florida Statutes, as trustee for the benefit may be amended, supplemented or superceded from time to time. However, in no event shall this reference diminish, alter, impair or affect any other rights or remedies of Huntington and Borrower.Lender (b) Borrower hereby representsUpon the occurrence and during the continuance of an Event of Default, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallLender may, at Borrower's sole cost and expenseany time without notice (except if required by applicable law), perform and discharge all either in person, by agent or by a court-appointed receiver, regardless of the obligations adequacy of Lender's security, and undertakings of the landlord under the Leases and give prompt notice to Huntington of at its sole election (without any failure obligation to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each ), enter upon and every obligation take possession and undertaking control of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising underPremises, or in any manner connected withpart thereof, the Leases or the obligations to perform all acts necessary and undertakings of the tenants thereunder. (iii) Borrower shall generally appropriate to operate and maintain the Mortgaged Property Premises, including, but not limited to, execute, cancel or modify the Leases, make repairs to the Premises, execute or terminate contracts providing for the management or maintenance of the Premises, all on such terms as are deemed best to protect the security of this assignment, and in a manner to insure maximum Rents. (iv) Borrower shall not pledgeLender's or Borrower's name, transfer, mortgage xxx for or otherwise encumber collect such Rents as specified in this Mortgage as the same become due and payable, including, but not limited to, Rents then due and unpaid. Lender may so xxx for or assign otherwise collect such Rents with or without taking possession of the Leases Premises. Borrower agrees that upon the occurrence and during the continuance of an Event of Default, each tenant of the Premises shall make its rent payable to and pay such rent to Lender (or Lender's agents) on Lender's written demand therefor, delivered to such tenant personally, by mail, or by delivering such demand to each rental unit, without any liability on the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior part of said tenant to accrualinquire further as to the existence of an Event of Default by Borrower. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death Rents collected subsequent to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntingtonapplied at the direction of, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) such order as determined by, Lender to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and managing the Mortgaged Property Premises and collecting such amounts, including, but not limited to, reasonable attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the RentsPremises, premiums on insurance policies, taxes, assessments and other charges on the Premises, and the costs of discharging any funds expended by Huntington for such purposes shall become indebtedness obligation or liability of Borrower with respect to Huntington the Leases and to the sums secured by the this Mortgage. Unless Huntington Lender or the receiver shall have access to the books and Borrower agree records used in writing to other terms the operation and maintenance of payment, such amounts the Premises and shall be payable upon demand from Huntington liable to account only for those Rents actually received. (d) Lender shall not be liable to Borrower, anyone claiming under or through Borrower and shall bear or anyone having an interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise Premises by reason of anything done or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security left undone by Lender hereunder, and regardless except to the extent of the solvency Lender's gross negligence or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby securedwillful misconduct. (e) Borrower hereby authorizes Any entering upon and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, taking possession and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger control of the leasehold estates created Premises by Lender or the Leases with the fee estate receiver and any application of the Property and Improvements without the prior written consent Rents as provided herein shall not cure or waive any Event of HuntingtonDefault hereunder or invalidate any other right or remedy of Lender under applicable law or provided therein.

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington Mortgagee and HuntingtonMortgagee's successors and assigns assigns, all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties guarantees of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower Mortgagor under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower Mortgagor may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Mortgagor is hereby expressly permitted to enter into Leases of the Mortgaged Property subject to the terms and conditions contained herein. Prior to an Event of Default, Default (as hereinafter defined, Borrower ) Mortgagor shall have a license to collect and receive all Rents as trustee for the benefit of Huntington Mortgagee and BorrowerMortgagor. (b) Borrower Mortgagor hereby represents, warrants and agrees that: (i) Borrower Mortgagor has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No assignment and no person or entity other than Borrower Mortgagor has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shallMortgagor will, at BorrowerMortgagor's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington Mortgagee of any failure to do so. Borrower shall Mortgagor will use all commercially reasonable efforts to enforce or secure the performance of each all material obligations and every obligation and undertaking undertakings of the tenants under the Leases and shall will appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. Without Mortgagee's prior consent, Mortgagor will not (iv1) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. ; (v2) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform waive, excuse, condone or in any manner release or discharge any obligation or duty to be performed or discharged by Borrower tenant under any of the LeasesLeases exceeding 5,000 square feet; and Borrower hereby agrees (3) disaffirm, cancel, terminate or consent to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from surrender of any of the Leases or from this assignmentexceeding 5,000 square feet; (4) modify, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, extend or in any way alter the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude Leases exceeding 5,000 square feet so as to reduce or abridge diminish or postpone the right payments of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.Rents;

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all All of the rents, royalties, bonuses, ------------------------------ issues, profits, revenue, income, receiptsdeposits, revenues, issues escrow accounts and profits now due other benefits derived from the Mortgaged Property or which may hereafter become due under arising from the Leases use or enjoyment of any extensions portion thereof or renewals thereof, as well as all moneys due from any existing or future lease or agreement pertaining thereto and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases such leases, and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents")Property, together with any and all rights and remedies which Borrower that Grantor may have against any tenant under such leases or any subtenants or occupants of the Leases or others in possession any part of the Mortgaged Property and any award made hereafter to Grantor in any court proceeding involving any of the tenants or in any bankruptcy, insolvency, or reorganization proceedings in any state or federal court, and all payments by tenants in lieu of rent (all hereinafter collectively called the "Rents"), are hereby absolutely and unconditionally assigned to Beneficiary, to be applied by Beneficiary in payment of the Obligations. Grantor hereby further assigns to Beneficiary all existing and future leases, including subleases, any and all extensions, renewals, modifications, and replacements thereof, and all guaranties of tenants' performance thereunder, upon any part thereof for of the collection or recovery Mortgaged Property (the "Leases"). It is understood and agreed by the parties that this assignment is intended to be and is an absolute assignment from Grantor to Beneficiary, and not merely the passing of Rents so assigned. Prior a security interest; provided, however, that prior to an Event of Default, as hereinafter defined, Borrower Grantor shall have a license license, without joinder of Beneficiary, to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to enforce the Leases and to collect the Rents hereby assigned as they come due and has to retain, use and enjoy the right, power and capacity to make this assignmentsame. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower Grantor shall, at Borrower's sole cost and expenseupon request of Beneficiary, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington execute confirmatory assignments of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend specific leases affecting any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession part of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for As additional security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness indebtedness, Xxxxxxxxx assigns and transfers to Mortgagee, pursuant to 1953 PA 210, as amended by 1966 PA 151 (MCLA 554.231 et seq., MSA 26.1137(1) et seq.), all the rents, profits, and income under all leases, occupancy agreements, or arrangements upon or affecting the premises (including any extensions or amendments) now in existence or coming into existence during the period this Amended Consolidated Mortgage is in effect. This assignment shall run with the land and be good and valid as against Xxxxxxxxx and those claiming under or through Mortgagor. This assignment shall continue to be operative during foreclosure or any other sums hereby secured. (eproceedings to enforce this Amended Consolidated Mortgage. If a foreclosure sale results in a deficiency, this assignment shall stand as security during the redemption period for the payment of the deficiency. This assignment is given only as collateral security and shall not be construed as obligating Mortgagee to perform any of the covenants or undertakings required to be performed by Mortgagor in any leases. In the event of default in any of the terms or covenants of this Amended Consolidated Mortgage, Mortgagee shall be entitled to all of the rights and benefits of MCLA 554.231B.233, MSA 26.1137(1)B(3) Borrower hereby authorizes and directs 1966 PA 151, and Mortgagee shall be entitled to collect the rents and income from the premises, to rent or lease the premises on the terms that it may deem best, and to maintain proceedings to recover rents or possession of the premises from any tenant or trespasser. Mortgagee shall be entitled to enter the premises for the purpose of delivering notices or other communications to the tenants under and occupants. Mortgagee shall have no liability to Mortgagor as a result of those acts. Mortgagee may deliver all of the Leases notices and communications by ordinary first-class U.S. mail. If Mortgagor obstructs Mortgagee in its efforts to pay Rents collect the rents and income from the premises or unreasonably refuses or neglects to Huntington upon written demand by Huntingtonassist Mortgagee in collecting the rent and income, without further consent of BorrowerMortgagee shall be entitled to appoint a receiver for the premises and the income, rents, and profits, with powers that the tenants court making the appointment may rely upon confer. Mortgagor shall at no time collect advance rent in excess of one month under any written statement delivered by Huntington lease pertaining to the tenantspremises, and Mortgagee shall not be bound by any rent prepayment made or received in violation of this paragraph. Any such payment Mortgagee shall not have any obligation to Huntington shall constitute payment collect rent or to Borrower under the Leases. (f) There shall be no merger enforce any other obligations of any tenant or occupant of the leasehold estates created premises to Mortgagor. No action taken by the Leases with the fee estate of the Property and Improvements without the prior written consent of HuntingtonMortgagee under this paragraph shall cause Mortgagee to become a "mortgagee in possession."

Assignment of Rents and Leases. (a) Borrower Trustor hereby absolutely presently, irrevocably, absolutely, and unconditionally assignsgrants, transfers transfers, assigns and sets over unto Huntington Beneficiary all of its right, title and Huntington's successors interest in and assigns to all present and future leases covering all leases, license agreements, concession agreements, lease termination agreements and other occupancy agreements of any nature, oral or any part written, of the Mortgaged Property (Land and of space in the "Leases"), Improvements together with any extensions all modifications, supplements, extensions, renewals and replacements thereof now existing or renewals thereof and any guaranties of any tenants' obligations thereunderhereafter made, and also together with the rights to xxx for, collect and receive all of the rents, prepaid rents, additional rents, royalties, bonusessecurity deposits, incomedamages payable upon default by tenant, receiptsor other sums in any of said leases provided to the lessor thereunder, revenuesprofits, income (including revenues from the letting of hotel rooms), license fees, concession fees, lease termination fees and issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the LeasesSecurity (collectively, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused “Rents”), to be applied by damage to any part Beneficiary in payment of the Mortgaged Property (such rentsIndebtedness, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), also together with any and all rights and remedies which Borrower may have against any tenant under any guaranties of the Leases or others in possession obligations of the Mortgaged Property or tenants thereunder and the rights of Trustor to receive, hold and apply all bonds and security in all of said leases provided to be furnished to the lessor thereunder, and also together with the rights of Trustor to enforce any part thereof for and all of the collection or recovery agreements, terms, covenants and conditions in all of Rents so assignedsaid leases provided and to give notices thereunder. Prior Beneficiary grants to an Event of Default, as hereinafter defined, Borrower shall have Trustor a revocable license to collect and receive all the Rents as trustee for the benefit of Huntington they become due and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce such leases and agreements, so long as no Event of Default exists hereunder. Beneficiary may receive and collect the Rents personally or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in through a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property receiver upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence and during the continuance of an Event of Default so long as hereinafter defined: (i) All Rents assigned hereunder any such Event of Default shall be paid directly exist and during the pendency of any foreclosure proceeding and during any redemption period. Trustor agrees to Huntingtonconsent to a receiver if this is believed reasonably necessary or desirable by Beneficiary to enforce its rights under this Section. Trustor shall not otherwise assign or pledge, and Huntington may notify the tenants under the Leases (or contract, expressly or by implication, to assign or pledge, any other parties in possession lease of the Mortgaged Property) Land or space in the Improvements or the rights to pay all of the Rents directly to Huntington at the address specified in Section 27 hereofxxx for, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter collect and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or receive any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agentRents, or the rights to receive, hold and apply any bonds and security in the event any of the institution of foreclosure proceedings said leases provided to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title furnished to the Mortgaged Propertylessor thereunder, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient rights to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise enforce any of the above remedies shall not in any way preclude agreements, terms, covenants or abridge the right conditions of Huntington to foreclose the Mortgage said leases or to take give notices thereunder, unless in each instance the written consent thereto of Beneficiary be first obtained. Nothing in this Deed of Trust shall be construed to obligate Beneficiary, expressly or by implication, to perform any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value covenants of Trustor as lessor under any of the Mortgaged Property given as leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the lessor. If Beneficiary shall from time to time suffer or permit Trustor to xxx for, collect or receive any Rents, or to receive, hold or apply any bonds or security hereunderunder said leases, and regardless or to enforce any of the solvency agreements, terms, covenants or insolvency of any party bound for the payment conditions thereunder or to give notices thereunder, neither such sufferance nor permission shall constitute a waiver or relinquishment by Beneficiary of the Indebtedness rights hereunder and hereby assigned to Beneficiary with respect to any subsequent Rents, or the other sums hereby securedwith respect to any subsequent receipt, holding or application of bonds or security or any subsequent enforcement of such agreements, terms, covenants or conditions or any subsequent notices. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.

Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, all liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for As additional security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness indebtedness, Mortgagor assigns and transfers to Mortgagee, pursuant to 1953 PA 210, as amended by 1966 PA 151 (MCLA 554.231 et seq., MSA 26.1137(l) et seq.), all the rents, profits, and income under all leases, occupancy agreements, or arrangements upon or affecting the premises (including any extensions or amendments) now in existence or coming into existence during the period this Consolidated Mortgage is in effect. This assignment shall nm with the land and be good and valid as against Mortgagor and those claiming under or through Mortgagor. This assignment shall continue to be operative during foreclosure or any other sums hereby secured. (eproceedings to enforce this Consolidated Mortgage. If a foreclosure sale results in a deficiency, this assignment shall stand as security during the redemption period for the payment of the deficiency. This assignment is given only as collateral security and shall not be construed as obligating Mortgagee to perform any of the covenants or undertakings required to be performed by Mortgagor in any leases. In the event of default in any of the s or covenants of this Consolidated Mortgage, Mortgagee shall be entitled to all of the rights and benefits of MCLA 554.231B.233, MSA 26.1137(1)B(3) Borrower hereby authorizes and directs 1966 PA 151, and Mortgagee shall be entitled to collect the rents and income from the premises, to rent or lease the premises on the s that it may deem best, and to maintain proceedings to recover rents or possession of the premises from any tenant or trespasser. Mortgagee shall be entitled to enter the premises for the purpose of delivering notices or other communications to the tenants under and occupants. Mortgagee shall have no liability to Mortgagor as a result of those acts. Mortgagee may deliver all of the Leases notices and communications by ordinary first-class U.S. mail. If Mortgagor obstructs Mortgagee in its efforts to pay Rents collect the rents and income from the premises or unreasonably refuses or neglects to Huntington upon written demand by Huntingtonassist Mortgagee in collecting the rent and income, without further consent of BorrowerMortgagee shall be entitled to appoint a receiver for the premises and the income, rents, and profits, with powers that the tenants court making the appointment may rely upon confer. Mortgagor shall at no time collect advance rent in excess of one month under any written statement delivered by Huntington lease pertaining to the tenantspremises, and Mortgagee shall not be bound by any rent prepayment made or received in violation of this paragraph. Any such payment Mortgagee shall not have any obligation to Huntington shall constitute payment collect rent or to Borrower under the Leases. (f) There shall be no merger enforce any other obligations of any tenant or occupant of the leasehold estates created premises to Mortgagor. No action taken by the Leases with the fee estate of the Property and Improvements without the prior written consent of HuntingtonMortgagee under this paragraph shall cause Mortgagee to become a "mortgagee in possession."

Assignment of Rents and Leases. (a) Borrower Mortgagor hereby absolutely and unconditionally assigns, transfers transfers, conveys, and sets over unto Huntington to Mortgagee all of Mortgagor’s estate, right, title and Huntington's successors interest in, to and assigns all present and future leases covering all under the Leases, whether existing on the date hereof or any part of the Mortgaged Property (the "Leases")hereafter entered into, together with any extensions changes, extensions, revisions or renewals modifications thereof and all rights, powers, privileges, options and other benefits of Mortgagor as the lessor under the Leases regarding the current tenants and any guaranties of any future tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of Rents from the Leases, all liquidated damages following default under including those now due, past due, or to become due. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the Leases option of Mortgagee, upon the occurrence and all proceeds payable under any policy during the continuance of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, to take possession and control of the applicable portions of the Mortgaged Property, pursuant to Mortgagor’s rights under the Leases, to exercise any of Mortgagor’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to xxx, in the name of Mortgagor or Mortgagee, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and all obligations of the Issuing Banks and the Lenders in respect of Letters of Credit, and the expiration or termination of all Commitments, and Mortgagor hereby releases Mortgagee from all liability (other than as hereinafter defineda result of the gross negligence or willful misconduct of Mortgagee) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Mortgagor to execute and deliver this assignment and the Liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Mortgagor. It is intended by Mortgagor and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, Borrower this assignment shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions of Mortgagor contained in the Leases or otherwise to impose any obligation upon Mortgagee, and, so long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a license license, revocable by Mortgagee, to possess and control the Leases and collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Borrower hereby represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entity other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property in a manner to insure maximum Rents. (iv) Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. (v) Borrower shall not collect Rents more than sixty (60) days prior to accrual. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Notes, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter defined: (i) All Rents assigned hereunder Default, such license in favor of Mortgagor shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession automatically revoked. Mortgagee’s acceptance of the Mortgaged Property) to pay all assignment of the Rents directly under this Deed of Trust shall not be deemed to Huntington at constitute Mortgagee a “secured party in possession,” nor obligate Mortgagee to appear in or defend any proceeding relating to the address specified in Section 27 hereofRents, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Notes. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency expend any money, incur any expenses, or insolvency of perform any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants obligation under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington.