Common use of Assignment of Rents, Issues and Profits Clause in Contracts

Assignment of Rents, Issues and Profits. Mortgagor, unconditionally and absolutely, assigns to Mortgagee the rents, issues, and profits of the Mortgaged Premises as further security for the payment of the Obligations, and grants to Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, and to let all or any part of the Mortgaged Premises, and to apply the monies received, after payment of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege to collect and receive all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged Premises, or that portion occupied by Mortgagor, to Mortgagee or to any receiver appointed.

Assignment of Rents, Issues and Profits. MortgagorTRUSTOR hereby irrevocably, unconditionally and absolutely, presently, and unconditionally assigns to Mortgagee BENEFICARY the rents, royalties, issues, profits, revenue, income, and proceeds of the PROPERTY. This is an absolute assignment and not an assignment for security only. Except to the extent that the lease or rental of the PROPERTY is prohibited by the Resale Restriction Agreement, BENEFICARY hereby confers upon TRUSTOR a license to collect and retain such rents, royalties, issues, profits, revenue, income, and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, BENEFICARY may terminate such license without notice to or demand upon TRUSTOR and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the PROPERTY or any part thereof, and sue for or otherwise collect such rents, issues, and profits profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as BENEFICARY may determine. BENEFICARY’s right to the rents, royalties, issues, profits, revenue, income, and proceeds of the Mortgaged Premises as further security for the payment PROPERTY does not depend upon whether or not BENEFICARY takes possession of the Obligations, PROPERTY. The entering upon and grants to Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, and to let all or any part taking possession of the Mortgaged PremisesPROPERTY, and to apply the monies received, after payment collection of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege to collect and receive all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while BENEFICARY is in possession of all or part of the Mortgaged PremisesPROPERTY and/or is collecting and applying Rents as permitted under this DEED OF TRUST, a fair BENEFICARY, TRUSTEE and reasonable occupation rental for any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this DEED OF TRUST and at law or in equity, including the use and occupation right to exercise the power of the Mortgaged Premises sale granted hereunder. Regardless of whether or not BENEFICARY, in person or by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rentalagent, to vacate and surrender takes actual possession of the Mortgaged PremisesLand and Improvements, BENEFICARY shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of the lessor under any Lease, shall not be liable in any manner for the PROPERTY or the use, occupancy, enjoyment, or that portion occupied by Mortgagoroperation of any part of it, and unless due solely to Mortgagee the willful misconduct or to gross negligence of BENEFICARY, shall not be responsible for any receiver appointeddangerous or defective condition of the PROPERTY or any negligence in the management, repair, or control of the PROPERTY.

Assignment of Rents, Issues and Profits. Mortgagor does hereby absolutely and unconditionally assign to Mortgxxxx Xxxxgagor's right, title and interest in all current and future Leasxx xxx Xxnts, it being intended by Mortgagor that this assignment constitutes a present, absolute assigxxxxx xxx not an assignment for additional security only. This Section presently gives Mortgagee the right to collect the Rents and to apply the Rents in partial payment of the Note and Loan Obligations and otherwise in accordance with the terms of the Loan Agreement. Mortgagor intends that the Rents and Leases be absolutely assigned ax xxxxxxxd in this Section and that they no longer be, during the term of this Section, property of Mortgagor or property of the estate of Mortgagor, unconditionally and absolutely, assigns as defined by 11 U.S.C. ss.541. If any law exists requiring Mortgagee to Mortgagee the rents, issues, and profits take actual possession of the Mortgaged Premises as further security for the payment Property (or some action equivalent to taking possession of the ObligationsMortgaged Property, such as securing the appointment of a receiver) in order for Mortgagee to "perfect" or "activate" the rights and remedies of Mortgagee as provided in this Section, Mortgagor waives the benefit of such law. 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 such Leases or otherwise impose any obligation upon Mortgagee and notwithstanding the assignment, Mortgagor shall remain liable for any obligations undertaken by Mortgagor pursuant to any Lease. Mortgagor agrees that, further to evidence and reflect the assignmenx xxxxxxx herein, Mortgagor shall execute, acknowledge and deliver to Mortgagee such axxxxxxxxx instruments in form and substance reasonably satisfactory to Mortgagee as may hereafter be requested by Mortgagee and shall record such leases or memoranda thereof, and all assignments thereof, all at Mortgagor's expense. Subject to the terms of this Section and the Loxx Xxxxxxent, Mortgagee grants to Mortgagor a license, revocable as hereinafter provided, to operate and manage the Mortgaged Property and to collect and use the Rents subject to the requirements of the Loan Agreement. Upon the occurrence of an Event of Default (except an Event of Default set forth in Section 7.1(xi) of the Loan Agreement, in which event the revocation hereinafter described shall be automatic and simultaneous with the occurrence of such Event of Default), the license granted to Mortgagor herein shall, at Mortgagee's election, be revoked by Mortgagee, and Mortgagee shall immediately be entitled to possession of all Rents then or thereafter in the right Collection Account and in the Cash Collateral Account or wherever they may be and all Rents collected thereafter (including Rents past due and unpaid), whether or not Mortgagee enters upon or takes control of the Mortgaged Property. Upon such a revocation of the License granted herein, Mortgagee shall provide Mortgagor with written notice of same. Any Rents collected by Mortgagor from and after the date on which an Event of Default occurxxx xxxxx be held by Mortgagor in trust for Mortgagee. Mortgagee is hereby granted and assigned by Mortgagor the right, at its option, upon revocation of the license gxxxxxx xxrein, to enter upon the Mortgaged Premises for the purpose of collecting themProperty in person, and to let all by agent or any part of the Mortgaged Premises, and to apply the monies received, after payment of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege court appointed receiver to collect and receive all rents and revenues of Rents with or without taking the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender actual possession of the Mortgaged Premises, Property or that portion occupied any equivalent action. Any Rents collected after the revocation of the license may be applied by Mortgagor, to Mortgagee or to any receiver appointedin its sole and absolute discretion toward payment of the Loan Obligations in accordance with Section 2.8 of the Loan Agreement.

Assignment of Rents, Issues and Profits. (a) Mortgagor hereby absolutely and unconditionally assigns to Mortgagee, as part of the consideration for the transactions contemplated by this Mortgage and the other Loan Documents, the Rents and Leases and other documents or instruments evidencing the Rents now or hereafter in effect and any and all deposits or letters of credit held as security under the Leases, it being intended by Mortgagor and Mortgagee that such assignment constitutes an absolute and present assignment and not an assignment for additional security only. Nothing contained in the foregoing sentence shall be construed to bind Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or other document or otherwise to impose any obligation on Mortgagee (including any liability under the covenant of quiet enjoyment contained in any Lease), except that Mortgagee shall be accountable for any money or security actually received pursuant to such assignment. Such assignment and grant shall continue in effect until the Obligations have been indefeasibly paid in full, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Mortgaged Property by Mortgagee and the exercise by Mortgagee of the rights and powers granted pursuant hereto, including, without limitation, those set forth in clauses (i) through (vii) below, regardless of whether foreclosure has been instituted and without applying for a receiver. Such assignment shall include, without limitation: (i) the immediate and continuing right to receive and collect all amounts payable by all Tenants, including without limitation (A) all Rents,(B) all damages or other amounts payable in the event of any expiration or termination of any Lease pursuant to the terms thereof, by operation of law or otherwise, (C) any indemnification against, or reimbursement for, sums paid and costs and expenses incurred by Mortgagor under any Lease or otherwise, (D) any award in the event of the bankruptcy of any Tenant or guarantor of a Lease, and (E) all security deposits, other security instruments, other deposits or prepayments with respect to any such Leases; (ii) all claims, rights, powers, privileges and remedies of Mortgagor, unconditionally whether provided for in any Lease or arising by statute or at law or in equity or otherwise, consequent on any failure on the part of any Tenant to perform or comply with any term of any Lease; (iii) all right to take all action upon the happening of a default under any Lease as shall be permitted by any Lease or by law, including, without limitation, the commencement, conduct and absolutelyconsummation of proceedings at law or in equity; (iv) the full power and authority, assigns in the name of Mortgagor, or otherwise, to enforce, collect, receive and make receipt for any and all of the foregoing and to do any and all other acts and things whatsoever which Mortgagor, or any landlord is or may be entitled to do under any Lease; (v) the full power and authority, in the name of Mortgagor, or otherwise, to enforce any Lease; (vi) the full power and authority, in the name of Mortgagor, or otherwise, to lease the Mortgaged Property; and (vii) the right to apply the Rents to the payment of the Obligations in accordance with the Loan Agreement. (b) During the term hereof, all rights, powers and privileges of Mortgagee herein set forth are coupled with an interest and are irrevocable, subject to the terms and conditions hereof, and Mortgagor will not take any action under any Lease or otherwise which is inconsistent with this Mortgage or any of the terms hereof or thereof and any such action inconsistent herewith or therewith shall, to the fullest extent permitted by applicable law, be void. Any further assignment of any rents, issues, and or profits from the Mortgaged Property shall to the fullest extent permitted by law be void. To the fullest extent permitted by applicable law, Mortgagor hereby waives any requirement that Mortgagee commence any foreclosure proceeding with respect to any or all of the Mortgaged Premises as further security for the payment Property prior to enforcement of the Obligationsany remedies pursuant to this Article 3, and grants to Mortgagee including the right to enter commence and prosecute an action to appoint a receiver for rents and all other amounts due under any Leases. Mortgagor will, from time to time, upon request of Mortgagee, execute all instruments and further assurances and all supplemental instruments and take all such action as Mortgagee from time to time may reasonably request in order to perfect, preserve and protect the Mortgaged Premises interests intended to be assigned to Mortgagee hereby. (c) Mortgagor hereby agrees that it will not, unilaterally or by agreement, (i) subordinate, amend, modify, extend, discharge, terminate, surrender, waive or otherwise change any term of any Lease in any manner which would violate this Mortgage, the Loan Agreement or the other Loan Documents or (ii) except for security deposits, accept a prepayment of Rent in excess of Rent for one month. If any Lease shall be amended as permitted hereby, such Lease shall continue to be subject to the purpose provisions hereof without the necessity of collecting them, and to let all or any part further act by any of the Mortgaged Premisesparties hereto, and to apply the monies received, after payment of all necessary charges and expenses, subject to the Obligations, upon default under provisions of any non-disturbance agreement which Mortgagee may have granted in accordance with the Agreements or provisions of this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege to collect and receive all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged Premises, or that portion occupied by Mortgagor, to Mortgagee or to any receiver appointed.

Assignment of Rents, Issues and Profits. The Mortgagor does hereby absolutely and unconditionally assign to the Mortgagee the Mortgagor's right, title and interest in all current and future Leases and Rents, it being intended by the Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. This Section 3.01 presently gives Mortgagee the right to collect the Rents and to apply the Rents in partial payment of the Note and Loan Obligations. Mortgagor intends that the Rents and Leases be absolutely assigned as provided in this Section 3.01 and that they no longer be, during the term of this Section, property of the Mortgagor or property of the estate of Mortgagor, unconditionally and absolutely, assigns as defined by 11 U.S.C. subsection 541. If any law exists requiring Mortgagee to Mortgagee the rents, issues, and profits take actual possession of the Mortgaged Premises as further security for the payment Estate (or some action equivalent to taking possession of the ObligationsMortgaged Estate, such as securing the appointment of a receiver) in order for Mortgagee to "perfect" or "activate" the rights and remedies of Mortgagee as provided in this Section, Mortgagor waives the benefit of such law. Such assignment to the Mortgagee shall not be construed to bind the Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Leases or otherwise impose any obligation upon the Mortgagee and notwithstanding the assignment, Mortgagor shall remain liable for any obligations undertaken by Mortgagor pursuant to any Lease. Mortgagor agrees that, further to evidence and reflect the assignment granted herein, Mortgagor shall execute, acknowledge and deliver to Mortgagee such additional instruments in form and substance reasonably satisfactory to Mortgagee as may hereafter be requested by Mortgagee and shall record such leases or memoranda thereof, and all assignments thereof, all at Mortgagor's expense. Subject to the terms of this Section 3.01 and the Loan Agreement, the Mortgagee grants to the Mortgagor a license, revocable as hereinafter provided, to operate and manage the Mortgaged Estate and to collect and use the Rents subject to the requirements of the Loan Agreement. Upon the occurrence of an Event of Default, the license granted to Mortgagor herein shall, at Mortgagee's election, be revoked by the Mortgagee, and the Mortgagee shall immediately be entitled to possession of all Rents then or thereafter in the right Collection Account and in the Cash Collateral Account or wherever they may be and all Rents collected thereafter (including Rents past due and unpaid), whether or not the Mortgagee enters upon or takes control of the Mortgaged Estate. Upon such a revocation of the license granted herein, Mortgagee shall provide Mortgagor with written notice of same. Any Rents collected by the Mortgagor from and after the date on which an Event of Default occurred shall be held by Mortgagor in trust for Mortgagee. The Mortgagee is hereby granted and assigned by the Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Premises for the purpose of collecting themEstate in person, and to let all by agent or any part of the Mortgaged Premises, and to apply the monies received, after payment of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege court appointed receiver to collect and receive all rents and revenues of Rents with or without taking the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender actual possession of the Mortgaged Premises, Estate or that portion occupied any equivalent action. Any Rents collected after the revocation of the license may be applied by Mortgagor, to Mortgagee or to any receiver appointedin its sole and absolute discretion toward payment of the Loan Obligations in accordance with Section 2.8 of the Loan Agreement.

Assignment of Rents, Issues and Profits. The Mortgagor does ---------------------------------------- hereby absolutely and unconditionally assign to the Mortgagee the Mortgagor's right, title and interest in all current and future Leases and Rents, it being intended by the Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. This Section 3.1 ----------- presently gives Mortgagee the right to collect the Rents and to apply the Rents in partial payment of the Note and Loan Obligations and otherwise in accordance with the terms of the Loan Agreement. Mortgagor intends that the Rents and Leases be absolutely assigned as provided in this Section 3.1 and that they no ----------- longer be, during the term of this Section, property of the Mortgagor or property of the estate of Mortgagor, unconditionally and absolutely, assigns as defined by 11 U.S.C. (S)541. If any law exists requiring Mortgagee to Mortgagee the rents, issues, and profits take actual possession of the Mortgaged Premises as further security for the payment Estate (or some action equivalent to taking possession of the ObligationsMortgaged Estate, such as securing the appointment of a receiver) in order for Mortgagee to "perfect" or "activate" the rights and remedies of Mortgagee as provided in this Section, Mortgagor waives the benefit of such law. Such assignment to the Mortgagee shall not be construed to bind the Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Leases or otherwise impose any obligation upon the Mortgagee and notwithstanding the assignment, Mortgagor shall remain liable for any obligations undertaken by Xxxxxxxxx pursuant to any Lease. Xxxxxxxxx agrees that, further to evidence and reflect the assignment granted herein, Xxxxxxxxx shall execute, acknowledge and deliver to Mortgagee such additional instruments in form and substance reasonably satisfactory to Mortgagee as may hereafter be requested by Mortgagee (but which are not inconsistent with the terms of this Section 3.1 and the other Loan ----------- Documents) and shall record such leases or memoranda thereof, and all assignments thereof, all at Xxxxxxxxx's expense. Subject to the terms of this Section 3.1 and the Loan Agreement, the Mortgagee grants to the Mortgagor a ----------- license, revocable as hereinafter provided, to collect and use the Rents subject to the requirements of the Loan Agreement. Upon the occurrence of an Event of Default (except an Event of Default set forth in Sections 7.1(x), (xi) and (xii) -------- ------ ---- ----- of the Loan Agreement, in which event the revocation hereinafter described shall be automatic and simultaneous with the occurrence of such Event of Default), the license granted to Mortgagor herein shall, at Mortgagee's election, be revoked by the Mortgagee, and the Mortgagee shall immediately be entitled to possession of all Rents then or thereafter in the right Collection Account and in the Cash Collateral Account or wherever they may be and all Rents collected thereafter (including Rents past due and unpaid), whether or not the Mortgagee enters upon or takes control of the Mortgaged Estate. Upon such a revocation of the license granted herein, Mortgagee shall provide Mortgagor with written notice of same. Any Rents collected by the Mortgagor from and after the date on which an Event of Default occurred shall be held by Mortgagor in trust for Mortgagee. The Mortgagee is hereby granted and assigned by the Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Premises for the purpose of collecting themEstate in person, and to let all by agent or any part of the Mortgaged Premises, and to apply the monies received, after payment of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege court appointed receiver to collect and receive all rents and revenues of Rents with or without taking the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender actual possession of the Mortgaged Premises, Estate or that portion occupied any equivalent action. Any Rents collected after the revocation of the license may be applied by Mortgagor, to Mortgagee or to any receiver appointed.in its sole and absolute discretion toward payment of the Loan Obligations in accordance with Section 2.8 of the Loan Agreement. -----------

Assignment of Rents, Issues and Profits. Mortgagor(a) Subject to the limitations contained herein, unconditionally and absolutely, the Mortgagor hereby assigns to the Mortgagee on its own behalf and on behalf of the Holders the rents, issues, issues and profits derived from (i) all leases of the Mortgaged Premises as further security for now or hereafter entered into by the payment Mortgagor and (ii) all occupancy, license and concession agreements in respect of any part of the ObligationsMortgaged Premises now or hereafter entered into, and the Mortgagor grants to the Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, the same and to let all lease the Mortgaged Property, or any part of the Mortgaged Premisesthereof, and to apply said rents, issues and profits on account of the monies receivedLiabilities. This assignment, after payment grant and right to apply rents, issues and profits shall continue in effect until the Liabilities are paid in full, but the Mortgagee hereby waives the right to enter the Mortgaged Premises and/or to collect said rents, issues and profits, and the Mortgagor shall be entitled to collect, receive, use and retain said rents, issues and profits, until the occurrence of and during the continuation of an Event of Default; such right of the Mortgagor to exercise all necessary charges such rights, including the right to collect, receive, use and expensesretain said rents, issues and profits may be revoked by the Mortgagee upon the occurrence of and during the continuation of an Event of Default by the Mortgagee giving written notice of such revocation to the Obligations, upon default Mortgagor. The Mortgagor shall not accept prepayments of installments of rent under the Agreements or this Mortgageleases which payments would, in the aggregate for all such leases, exceed the sum of $1,000,000 (except for tenant finish work performed with respect to any such lease). Prior to written notice given by Mortgagee to Mortgagor of If, following the occurrence of an event Event of defaultDefault, the Mortgagee shall thereafter elect to discontinue the exercise of any right or remedy assigned or granted to the Mortgagee on its own behalf and on behalf of the Holders pursuant to this Section 11 or such Event of Default has otherwise been cured, the Mortgagor's rights under this subsection 11(a) shall be automatically reinstated, subject to the same or any other right or remedy hereunder being reasserted at any time and from time to time following any subsequent Event of Default. Anything herein to the contrary notwithstanding, the rights of the Mortgagor shall have the privilege to collect and receive or retain any sums shall not apply to amounts to be used by Mortgagor to cure an Event of Default or otherwise make any payment in respect of Securities or make any payment or perform any obligation under the Indenture or other Security Document (all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagorwhich, and so long as no such event of default has occurred and be continuingwhether paid to Mortgagor or Mortgagee, shall be permitted made available to apply Mortgagor for such rents and revenues to the account purpose). (b) The granting of the Mortgage or such other legitimate purposes. In the event assignment created in Section 11(a) hereof shall not, prior to entry upon and taking of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged PremisesProperty by the Mortgagee, be deemed or that portion occupied by Mortgagor, construed to constitute the Mortgagee in possession nor thereafter or at any time or in any event obligate the Mortgagee to perform or discharge any obligation of the Mortgagor or to appear in or defend any receiver appointedaction or proceeding relating to the Mortgaged Property or the leases relating thereto nor shall the Mortgagee be liable in any way for any injury or damage to person or property sustained by any individual or individuals in or about the Mortgaged Property and the Mortgagor agrees to indemnify and hold harmless the Mortgagee against any and all such liability, loss or damage, except for losses occurring as the result of gross negligence or willful misconduct on the part of the Mortgagee.

Assignment of Rents, Issues and Profits. MortgagorA. Mortgagor does hereby irrevocably assign and set over unto Mortgagee all right, unconditionally title and absolutelyinterest of Mortgagor in any and all leases, assigns licenses or other grants of right to use the Subject Premises or any portion thereof, now existing or hereafter entered into and all rents, issues and profits of and from the Subject Premises as additional security for the indebtedness and other items hereby secured, for the purpose of keeping said Subject Premises, buildings and improvements and/or the contents thereof in proper order and repair, and for the purpose of protecting the security of Mortgagee, and Mortgagee is hereby given a prior and continuing lien thereon. Mortgagor does hereby irrevocably appoint Mortgagee and/or its attorney or agent to collect said rents, without suit, and apply the same, less all expenses of collection, to the said indebtedness, to management, maintenance and repair of the Subject Premises and the contents thereof, and to protecting the security of Mortgagee in such manner as Mortgagee may elect; provided, however, that until there occurs an Event of Default under the terms of this Mortgage, Mortgagor may continue to collect and enjoy the current rents without accountability to Mortgagee. During any period that Mortgagee collects rents pursuant to this paragraph, Mortgagee shall be entitled to retain ten percent (10%) of such rents in payment for the services of the Mortgagee in relation to the Subject Premises, which sum Mortgagor agrees is a fair and reasonable charge. The taking of possession and collection of rents by Mortgagee as aforesaid shall not be construed to be an affirmation of or acceptance of any attornment with respect to any lease of the Subject Premises or any part thereof. Mortgagee or any other purchaser at any foreclosure sale may (if otherwise entitled to do so) exercise the right to terminate any such lease as though such taking of possession and collection of rents had not occurred. Mortgagee shall be liable to account only for such rents, issues, and profits of as are actually received by Mortgagee. B. In connection with the Mortgaged Premises as further security for the foregoing, Mortgagor hereby irrevocably authorizes Mortgagee to endorse Mortgagor's name on checks, bank drafts, and other instruments received in payment of the Obligations, and grants rents. Mortgagee may notify the United States Postal Service to deliver to Mortgagee all mail addressed to Mortgagor and Mortgagee may take possession of and open any mail addressed to Mortgagor whether on the right Subject Premises or elsewhere, in order to enter upon effect collection of rents and to remove, collect and apply all payments therein contained. This Mortgage shall be sufficient to authorize the Mortgaged Premises United States Postal Service, its agents, servants and employees, subagents, subcontractors and independent contractors of and for the purpose delivery of collecting themMortgagor's mail to Mortgagee. This assignment of rents and these powers of attorney are coupled with an interest; shall be in addition to all other remedies herein and by law provided for upon an Event of Default; and may be put into effect independently of or concurrently with any or all of said remedies. No liability shall attach to Mortgagee for failure, refusal or inability to collect any rents herein assigned, for the manner of collection thereof or for the failure on the part of Mortgagee to perform any of Mortgagor's obligations as landlord under any existing or future lease. This assignment, lien and power of attorney shall apply to let all rents heretofore or hereafter accruing from present and future leases and renewals thereof of all or any part of the Mortgaged Premises, Subject Premises or the buildings and to apply the monies received, after payment of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege to collect and receive all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged Premises, or that portion occupied by Mortgagor, to Mortgagee or to any receiver appointedimprovements thereon.

Assignment of Rents, Issues and Profits. Mortgagor, Trustor hereby absolutely and unconditionally and absolutely, assigns to Mortgagee Beneficiary all of Trustor’s right, title and interest in all current and future Leases and Rents, it being intended that this Deed of Trust constitute a present, absolute assignment and not an assignment for additional security only. This Article 3 presently gives Beneficiary the rentsright to collect Rents and to apply Rents in partial payment of the Loan Obligations and otherwise in accordance with the Note. Trustor intends that the Rents and Leases be absolutely assigned and no longer be, issuesduring the term of this Deed of Trust, and profits property of Trustor or Trustor’s estate, as defined by 11 U.S.C. §541. If any law exists requiring Beneficiary to take actual possession of the Mortgaged Premises as further security for the payment Property (or some action equivalent to taking possession of the ObligationsMortgaged Property, such as securing the appointment of a receiver) for Beneficiary to “perfect” or “activate” the rights and remedies of Beneficiary as provided herein, Trustor waives the benefit of such law. Such assignment to Beneficiary shall not be construed to bind Beneficiary to perform any covenants, conditions or provisions contained in any Lease or otherwise impose any obligation upon Beneficiary, and notwithstanding this Deed of Trust, Trustor shall remain liable for any obligations undertaken by Trustor pursuant to any Lease. Subject to the terms of this Article 3 and the Note, Beneficiary grants to Mortgagee Trustor a license, revocable as hereinafter provided, to operate and manage the right Mortgaged Property and to collect and use the Rents. If an Event of Default occurs, the license granted to Trustor herein may, at Beneficiary’s election, be revoked by Beneficiary, and Beneficiary shall immediately be entitled to possession of all Rents then or thereafter payable (including Rents past due and unpaid) whether or not Beneficiary enters upon or takes control of the Mortgaged Property. Any Rents collected by Trustor from and after the date on which an Event of Default occurred and is continuing shall be held by Trustor in trust for Beneficiary. Trustor hereby grants and assigns to Beneficiary the right, at Beneficiary’s option, upon revocation of the license granted herein, to enter upon the Mortgaged Premises for the purpose of collecting themProperty in person, and to let all by agent or any part of the Mortgaged Premises, and to apply the monies received, after payment of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege court appointed receiver to collect and receive all rents and revenues of Rents with or without taking the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender actual possession of the Mortgaged Premises, Property or that portion occupied by Mortgagor, any equivalent action. Beneficiary may apply any Rents collected after the license granted herein is revoked in Beneficiary’s sole and absolute discretion to Mortgagee or to any receiver appointedpay the Loan Obligations in such order and in such manner as Beneficiary shall elect.

Assignment of Rents, Issues and Profits. MortgagorThe Mortgagor does hereby bargain, unconditionally sell, transfer, assign, convey, set over and absolutelydeliver unto the Mortgagee, assigns to Mortgagee the rents, issues, and profits of the Mortgaged Premises as further security for the payment and performance of all the terms and conditions of the ObligationsNote and this Mortgage, and grants to Mortgagee any and all amendments, extensions and renewals thereof, all Residential Leases now existing or which may be executed at any time in the right to enter upon future during the Mortgaged Premises for the purpose life of collecting this Mortgage, and all amendments, extensions and renewals of said Residential Leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Residential Leases, and any of them, on account of the use of the Home Assisted Units, it being intended xxxxxx to let establish a complete transfer of the Residential Leases hereby assigned and all or any part the rents and other income arising thereunder and on account of the use of the Mortgaged PremisesProperty unto the Mortgagee, and to apply with the monies receivedright, after payment of all necessary charges and expensesbut without the obligation, to collect all of said rents and other income which may become due during the Obligations, upon default under life of the Agreements or Note and this Mortgage. Prior The Mortgagor agrees to written notice given deposit with the Mortgagee upon demand such Residential Leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee to Mortgagor shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of an event of defaultany default the Mortgagee shall be entitled, Mortgagor shall have upon notice to the privilege tenants, to collect and receive all rents and revenues other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants to pay all said amounts to the Mortgagee without proof of the Mortgaged Premises as trustee default relied upon. The tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues payment to the account Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the tenants’ undertakings under the Residential Leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged Premises, or that portion occupied by Mortgagor, to Mortgagee or to any receiver appointedis then existing.

Assignment of Rents, Issues and Profits. MortgagorMortgagor hereby assigns and transfers all of the Rents to Mortgagee, unconditionally and absolutely, assigns hereby gives to and confers upon Mortgagee the rentsright, issuespower and authority to collect the Rents. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the option of Mortgagee at any time and profits from time to time while this Mortgage remains in effect, to demand, receive and enforce payment; to give receipts, releases and satisfactions; to xxx, in the name of the Mortgaged Premises as further security Mortgagor or Mortgagee, for the payment of the Obligations, and grants to Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, and to let all or any part of the Mortgaged Premises, Rents; and to apply the monies received, after payment of all necessary charges and expenses, same to the Obligationsindebtedness secured hereby; provided, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor however, that so long as no Event of the occurrence of an event of defaultDefault exists, Mortgagor shall have the privilege right to collect and receive all rents and revenues use the Rents in the ordinary course of its business (but not more than ninety days in advance unless the written approval of Mortgagee has first been obtained). The assignment of the Mortgaged Premises as trustee for the benefit of Rents in this Article III is intended to be an absolute assignment from Mortgagor to Mortgagee and Mortgagornot merely the passing of a security interest. Upon request by Mortgagee, Mortgagor shall, from time to time hereafter, execute and deliver to Mortgagee recordable assignments in form satisfactory to Mortgagee of any or all leases, subleases, licenses, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues concession or other agreements with respect to the account use or occupancy of the Mortgage Estate or such any portion thereof by any person other legitimate purposes. In the event of than Mortgagor now or hereafter affecting any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits portion of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged Premises, or that portion occupied by Mortgagor, to Mortgagee or to any receiver appointedMortgage Estate.

Assignment of Rents, Issues and Profits. Mortgagor(a) Subject to the limitations contained herein, unconditionally and absolutely, the Mortgagor hereby assigns to the Mortgagee on its own behalf and on behalf of the Holders the rents, issues, issues and profits derived from (i) all leases of the Mortgaged Premises now or hereafter entered into by the Mortgagor and (ii) all occupancy, license and concession agreements in respect of any part of the Mortgaged Premises now or hereafter entered into, all as further collateral security for the payment of the ObligationsLiabilities, and the Mortgagor grants to the Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, the same and to let all lease the Mortgaged Property, or any part of the Mortgaged Premisesthereof, and to apply said rents, issues and profits on account of the monies receivedLiabilities. This assignment, after payment grant and right to apply rents, issues and profits shall continue in effect until the Liabilities are paid in full, but the Mortgagee hereby waives the right to enter the Mortgaged Premises and/or to collect said rents, issues and profits, and the Mortgagor shall be entitled to collect, receive, use and retain said rents, issues and profits, until the occurrence of and during the continuation of an Event of Default; such right of the Mortgagor to exercise all necessary charges such rights, including the right to collect, receive, use and expensesretain said rents, issues and profits may be revoked by the Mortgagee upon the occurrence of and during the continuation of an Event of Default by the Mortgagee giving written notice of such revocation to the Obligations, upon default Mortgagor. The Mortgagor shall not accept prepayments of installments of rent under the Agreements or this Mortgageleases which payments would, in the aggregate for all such leases, exceed the sum of $1,000,000 (except for tenant finish work performed with respect to any such lease). Prior to written notice given by Mortgagee to Mortgagor of If, following the occurrence of an event Event of defaultDefault, the Mortgagee shall thereafter elect to discontinue the exercise of any right or remedy assigned or granted to the Mortgagee on its own behalf and on behalf of the Holders pursuant to this Section 11 or such Event of Default has otherwise been cured, the Mortgagor's rights under this subsection 11(a) shall be automatically reinstated, subject to the same or any other right or remedy hereunder being reasserted at any time and from time to time following any subsequent Event of Default. Anything herein to the contrary notwithstanding, the rights of the Mortgagor shall have the privilege to collect and receive or retain any sums shall not apply to amounts to be used by Mortgagor to cure an Event of Default or otherwise make any payment in respect of Securities or make any payment or perform any obligation under the Indenture or other Security Document (all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagorwhich, and so long as no such event of default has occurred and be continuingwhether paid to Mortgagor or Mortgagee, shall be permitted made available to apply Mortgagor for such rents and revenues to the account purpose). (b) The granting of the Mortgage or such other legitimate purposes. In the event assignment created in Section 11(a) hereof shall not, prior to entry upon and taking of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged PremisesProperty by the Mortgagee, be deemed or that portion occupied by Mortgagor, construed to constitute the Mortgagee in possession nor thereafter or at any time or in any event obligate the Mortgagee to perform or discharge any obligation of the Mortgagor or to appear in or defend any receiver appointedaction or proceeding relating to the Mortgaged Property or the leases relating thereto nor shall the Mortgagee be liable in any way for any injury or damage to person or property sustained by any individual or individuals in or about the Mortgaged Property and the Mortgagor agrees to indemnify and hold harmless the Mortgagee against any and all such liability, loss or damage, except for losses occurring as the result of gross negligence or willful misconduct on the part of the Mortgagee.

Assignment of Rents, Issues and Profits. MortgagorTrustor hereby irrevocably, unconditionally and absolutely, presently and unconditionally assigns to Mortgagee Beneficiary for the benefit of Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Mortgaged Premises as further security for the payment Property does not depend upon whether or not Beneficiary takes possession of the Obligations, Property. The entering upon and grants to Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, and to let all or any part taking possession of the Mortgaged PremisesProperty, and to apply the monies received, after payment collection of all necessary charges and expenses, to the Obligations, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor of the occurrence of an event of default, Mortgagor shall have the privilege to collect and receive all rents and revenues of the Mortgaged Premises as trustee for the benefit of Mortgagee and Mortgagor, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues to the account of the Mortgage or such other legitimate purposes. In the event of any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Mortgaged PremisesProperty and/or is collecting and applying Rents as permitted under this Deed of Trust, a fair Beneficiary, Trustee and reasonable occupation rental for any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the use and occupation right to exercise the power of the Mortgaged Premises sale granted hereunder. Regardless of whether or not Beneficiary, in person or by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rentalagent, to vacate and surrender takes actual possession of the Mortgaged PremisesLand or the Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or that portion occupied the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by MortgagorTrustor, to Mortgagee lessees or to any receiver appointedthird parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary’s written consent, Trustor shall not accept prepayment of Rents for any rental period exceeding one month.

Assignment of Rents, Issues and Profits. MortgagorMortgagor hereby assigns and transfers all of the Rents to Mortgagee, unconditionally and absolutely, assigns hereby gives to and confers upon Mortgagee the rentsright, issuespower and authority to collect the Rents. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the option of Mortgagee at any time and profits from time to time while this Mortgage remains in effect, to demand, receive and enforce payment; to give receipts, releases and satisfactions; to sue, xx the name of the Mortgaged Premises as further security Mortgagor or Mortgagee, for the payment of the Obligations, and grants to Mortgagee the right to enter upon the Mortgaged Premises for the purpose of collecting them, and to let all or any part of the Mortgaged Premises, Rents; and to apply the monies received, after payment of all necessary charges and expenses, same to the Obligationsindebtedness secured hereby; provided, upon default under the Agreements or this Mortgage. Prior to written notice given by Mortgagee to Mortgagor however, that so long as no Event of the occurrence of an event of defaultDefault exists, Mortgagor shall have the privilege right to collect and receive all rents and revenues the Rents, (but not more than ninety days in advance unless the written approval of Mortgagee has first been obtained). The 450 assignment of the Mortgaged Premises as trustee for the benefit of Rents in this Article III is intended to be an absolute assignment from Mortgagor to Mortgagee and Mortgagornot merely the passing of a security interest. Upon request by Mortgagee, Mortgagor shall, from time to time hereafter, execute and deliver to Mortgagee recordable assignments in form satisfactory to Mortgagee of any or all leases, subleases, licenses, and so long as no such event of default has occurred and be continuing, shall be permitted to apply such rents and revenues concession or other agreements with respect to the account use or occupancy of the Mortgage Estate or such any portion thereof by any person other legitimate purposes. In the event of than Mortgagor now or hereafter affecting any such default, Mortgagor shall pay to Mortgagee, or to any receiver appointed to collect the rents, issues, and profits portion of the Mortgaged Premises, a fair and reasonable occupation rental for the use and occupation of the Mortgaged Premises by Mortgagor or of such part as may be in the possession of Mortgagor; and on default in payment of such rental, to vacate and surrender possession of the Mortgaged Premises, or that portion occupied by Mortgagor, to Mortgagee or to any receiver appointedMortgage Estate.