Common use of Absolute Assignment of Rents Clause in Contracts

Absolute Assignment of Rents. In further consideration for the indebtedness evidenced by the Note, Maker hereby absolutely and unconditionally assigns to Noteholder all rents, revenues, profits and incomes from the Mortgaged Property or any portion thereof. Provided, however, so long as no Event of Default has occurred, Maker is hereby granted a license to collect and retain the currently accruing rents, income and profits from the Mortgaged Property, but in no event for more than one (1) month in advance of such collection. If an Event of Default shall occur, however, thereupon, and at any time thereafter such default is continuing, Noteholder may terminate such license and may, without any liability to Maker, take possession and control of the Mortgaged Premises and/or receive and collect all rents, revenues, profits and income, accrued or accruing thereafter so long as any of the Indebtedness remains unpaid, applying so much thereof as may be collected first to the expenses incident to taking possession and/or the collection thereof, and second to the payment of the Indebtedness other than the Note and then to the amount of the Note then remaining unpaid, at Noteholder’s discretion, either principal or interest, in any order, and whether then matured or not, paying the balance, if any, to Maker. It is intended by Maker and Noteholder that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only and that Noteholder shall be entitled to exercise its rights hereunder whether or not Noteholder is in possession of the Mortgaged Premises at such time. Maker agrees to fulfill or perform each and every covenant and agreement of any and all leases and guaranties of leases of the Mortgaged Premises so as to keep them at all times in full force and effect, and not to enter into any new lease, not to make any modification, consent to any modification of, or cancel, terminate or consent to the surrender of any lease of all or any part of the Mortgaged Property or any guaranty of such lease, without the prior written consent of Noteholder, the failure to fulfill or perform any such covenant or agreement without the prior written consent of Noteholder or the making of or consent to any such new lease or any such modification, cancellation, termination or surrender without the prior written consent of Noteholder, not to be unreasonably withheld, conditioned or delayed for any leases or guaranties other than with respect to a Key Tenant Lease or any guaranty thereof for which any consent shall be in Noteholder’s sole and absolute discretion); the failure to fulfill or perform any such covenant or the making of or consent to any such modification or cancellation, termination or surrender shall be an Event of Default; provided, however, that: (A) until such time as there exists an uncured Event of Default, Maker may in good faith in the ordinary course of business with tenants unaffiliated with the Maker (i) enter into new leases for premises of 4,500 square feet or less for a term, including any extension options, of not more than five (5) years at prevailing market rates and (ii) exercise the landlord’s remedies for default in good faith in the ordinary course of business for any lease of 4,500 square feet or less including the exercise of any termination of such a lease for a tenant’s default. For purposes of calculating such square footage as provided in this Article IV, all leases with the same tenant or with affiliates of such tenant shall be aggregated; and (B) enter into a lease modification for leases with premises of 4,500 square feet or less (aggregated as provided in subsection (B) above) may in good faith in the ordinary course of business with tenants unaffiliated with the Maker if such modification (i) does not reduce any rent below prevailing market rates provided that with respect to any lease that is in existence on the date hereof, the Maker may not reduce the rent during the term of such leases without Noteholder’s written consent, (ii) does not involve any reduction in term, (iii) does not extend the term including any extension options, for more than five (5) years beyond the existing term, and (c) does not otherwise materially modify the lease. Nothing contained in this Mortgage or in any other document securing, evidencing or relating to the Indebtedness shall preclude Noteholder from taking any action to cure or remedy any default of the Landlord under any lease of all or any portion of the Mortgaged Property or any guaranty of lease, or any act, omission or occurrence which but for the passage of time, the giving of notice, or both, would be a default under any such lease or guaranty of lease or take any other action in connection therewith and any amounts expended by Noteholder in connection with such cure or remediation including, without limitation, reasonable attorneys fees and expenses, shall be an advance under and secured by this Mortgage and shall be included in the Indebtedness and shall be paid by Maker to Noteholder on demand. The preceding sentence shall not be construed to obligate Noteholder to cure any such actual or potential lease defaults or any guaranty of lease defaults.

Absolute Assignment of Rents. In further consideration for the indebtedness evidenced by the Note, Maker The Mortgagor hereby absolutely assigns and unconditionally assigns sets over to Noteholder the Mortgagee all of the rents, revenues, income and profits and incomes arising out of or from the Mortgaged Property or any portion thereof. Provided, howeverPremises for the purpose of making the payment of the Obligations secured by this Mortgage and, so long as there shall exist no Event of Default has occurredDefault, Maker there is hereby granted reserved to the Mortgagor a license to collect and retain the currently accruing as they become due, but not prior to accrual, all rents, income and profits from the Mortgaged PropertyPremises and the proceeds of rent insurance and to retain, but use and enjoy the same and to apply such rents, issues, income and profits, all as more specifically provided for and required under this Mortgage to the payment of (i) the cost of all such alterations, renovations, repairs, replacements and maintenance and expenses incident to taking and retaining possession of the Mortgaged Premises and the management and operation thereof and keeping the same insured, (ii) all Property Taxes and Charges and any and all other liens on the Mortgaged Premises and premiums for said insurance, with interest on all such items, and (iii) the repayment of Obligations herein described then due and payable, together with all costs and reasonable attorneys’ fees, before using any part of the same for any other purpose. Upon the occurrence of an Event of Default, such license granted to the Mortgagor shall be immediately revoked without further demand or notice from the Mortgagee, and the Mortgagee is hereby empowered to enter upon and take possession of the Mortgaged Premises for the purpose of collecting the same and to let the Mortgaged Premises or any part thereof, and to apply the rents, issues and profits, after payment of all necessary charges and expenses, on account of said Obligations. This assignment and grant shall continue in no event effect until this Mortgage is paid in full and discharged of record. The Mortgagor shall not, without the prior express written consent of the Mortgagee, receive or collect rent from any tenant of the Mortgaged Premises or any part thereof for a period of more than one (1) month in advance and upon the occurrence of such collection. If an Event of Default Default, the Mortgagor shall occurpay monthly in advance to the Mortgagee or to any receiver appointed to collect said rents, howeverissues and profits, thereupon, the fair and at any time thereafter such default is continuing, Noteholder may terminate such license reasonable rental value for the use and may, without any liability to Maker, take possession and control occupation of the Mortgaged Premises and/or receive and collect all rents, revenues, profits and income, accrued or accruing thereafter so long as any of the Indebtedness remains unpaid, applying so much such part thereof as may be collected first to in the expenses incident to taking possession and/or the collection thereof, and second to the payment of the Indebtedness other than the Note and then to the amount of the Note then remaining unpaidMortgagor and, at Noteholder’s discretion, either principal or interest, upon default in any ordersuch payment, the Mortgagor shall vacate and whether then matured or not, paying surrender the balance, if any, to Maker. It is intended by Maker and Noteholder that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only and that Noteholder shall be entitled to exercise its rights hereunder whether or not Noteholder is in possession of the Mortgaged Premises at to the Mortgagee or to such timereceiver. Maker agrees to fulfill or perform each If the Mortgagor does not so vacate and every covenant and agreement of any and all leases and guaranties of leases of surrender the Mortgaged Premises so as to keep them at all times in full force and effectPremises, and not to enter into any new lease, not to make any modification, consent to any modification of, or cancel, terminate or consent to then the surrender of any lease of all or any part of the Mortgaged Property or any guaranty of such lease, without the prior written consent of Noteholder, the failure to fulfill or perform any such covenant or agreement without the prior written consent of Noteholder or the making of or consent to any such new lease or any such modification, cancellation, termination or surrender without the prior written consent of Noteholder, not to Mortgagor may be unreasonably withheld, conditioned or delayed for any leases or guaranties other than with respect to a Key Tenant Lease or any guaranty thereof for which any consent shall be in Noteholder’s sole and absolute discretion); the failure to fulfill or perform any such covenant or the making of or consent to any such modification or cancellation, termination or surrender shall be an Event of Default; provided, however, that: (A) until such time as there exists an uncured Event of Default, Maker may in good faith in the ordinary course of business with tenants unaffiliated with the Maker (i) enter into new leases for premises of 4,500 square feet or less for a term, including any extension options, of not more than five (5) years at prevailing market rates and (ii) exercise the landlord’s remedies for default in good faith in the ordinary course of business for any lease of 4,500 square feet or less including the exercise of any termination of such a lease for a tenant’s default. For purposes of calculating such square footage as provided in this Article IV, all leases with the same tenant or with affiliates of such tenant shall be aggregated; and (B) enter into a lease modification for leases with premises of 4,500 square feet or less (aggregated as provided in subsection (B) above) may in good faith in the ordinary course of business with tenants unaffiliated with the Maker if such modification (i) does not reduce any rent below prevailing market rates provided that with respect to any lease that is in existence on the date hereof, the Maker may not reduce the rent during the term of such leases without Noteholder’s written consent, (ii) does not involve any reduction in term, (iii) does not extend the term including any extension options, for more than five (5) years beyond the existing term, and (c) does not otherwise materially modify the lease. Nothing contained in this Mortgage or in any other document securing, evidencing or relating to the Indebtedness shall preclude Noteholder from taking any action to cure or remedy any default of the Landlord under any lease of all or any portion of the Mortgaged Property or any guaranty of lease, or any act, omission or occurrence which but for the passage of time, the giving of notice, or both, would be a default under any such lease or guaranty of lease or take any other action in connection therewith and any amounts expended evicted by Noteholder in connection with such cure or remediation including, without limitation, reasonable attorneys fees and expenses, shall be an advance under and secured by this Mortgage and shall be included in the Indebtedness and shall be paid by Maker to Noteholder on demand. The preceding sentence shall not be construed to obligate Noteholder to cure any such actual or potential lease defaults or any guaranty of lease defaultssummary proceedings.

Absolute Assignment of Rents. In further consideration for Notwithstanding any provisions to the indebtedness evidenced by the Notecontrary contained in this Deed of Trust, Maker Trustor hereby absolutely and unconditionally assigns to Noteholder Beneficiary, during the continuance of these trusts, all of Trustor's rights and interests in all rents, revenuesissues and profits of the Property, profits and incomes from of any personal property located thereon, with or without taking possession of the Mortgaged Property or any portion thereofsaid personal property. ProvidedTrustor hereby authorizes Beneficiary to collect the rents, however, issues and profits of the Property and to direct each tenant of the Property to pay all of the same for which such tenant is liable directly to Beneficiary; provided that so long as there is no Event of Default has occurred, Maker is hereby granted a license to collect and retain the currently accruing rents, income and profits from the Mortgaged Property, but default in no event for more than one (1) month in advance of such collection. If an Event of Default shall occur, however, thereupon, and at any time thereafter such default is continuing, Noteholder may terminate such license and may, without any liability to Maker, take possession and control of the Mortgaged Premises and/or receive and collect all rents, revenues, profits and income, accrued or accruing thereafter so long as any of the Indebtedness remains unpaidterms or conditions of this Deed of Trust or any of the Secured Obligations, applying so much Trustor shall have the privilege of continuing to manage the Property as owner and collecting and retaining the rents, issues and profits arising therefrom but only as they accrue and become payable, rendering such accounts thereof as may be collected first required by Beneficiary. If there occurs a default in any of the terms or conditions of this Deed of Trust or of the Secured Obligations, Trustor's privilege of collecting the rents, issues and profits of the Property shall automatically cease, and Beneficiary may at its option, either directly or by a receiver appointed by a court, take any one or more the actions set forth in Paragraphs 12 and 13 below, and the other provisions hereof, without further notice or demand upon Trustor or any other person liable for the obligations secured hereby or having an interest in the Property, without regard to the expenses incident adequacy of the security for the obligations secured hereby, with or without bringing any action or proceeding, with or without having recorded any notice of default and election to taking possession and/or the collection thereofsell, and second to without limiting Beneficiary's other rights and remedies. After deducting from the payment rents, issues and profits collected by Beneficiary, all costs of maintenance and operation of the Indebtedness Property, and all attorneys' fees incurred by Beneficiary, and all other than costs, fees and expenses incurred in connection therewith, Beneficiary may apply the Note and then to the amount balance of the Note then remaining unpaid, at Noteholder’s discretion, either principal or interest, in any order, and whether then matured or not, paying the balance, if any, amounts collected to Maker. It is intended by Maker and Noteholder that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only and that Noteholder shall be entitled to exercise its rights hereunder whether or not Noteholder is in possession of the Mortgaged Premises at such time. Maker agrees to fulfill or perform each and every covenant and agreement of any and all leases and guaranties of leases of the Mortgaged Premises so as to keep them at all times in full force and effect, and not to enter into any new lease, not to make any modification, consent to any modification of, or cancel, terminate or consent to the surrender of any lease of all or any part of the Mortgaged Property Secured Obligations in such order and manner as Beneficiary may determine. Beneficiary's acceptance of rents, issues and profits hereunder shall not constitute a waiver of any other right which Trustee or any guaranty Beneficiary may have under this Deed of Trust or applicable law. Beneficiary's receipt and application of such leaserents, issues and profits under this Paragraph, after the execution and delivery of a declaration of default and demand for sale, or during the pendency of a trustee's sale or foreclosure proceedings hereunder, shall not cure such default or affect such sale proceeding. Upon Beneficiary's delivery of a demand for rents, issues or profits to any tenants of the Property, such tenant is authorized to pay to Beneficiary the same for which it is obligated, without liability on the prior written consent part of Noteholder, such tenant to make any inquiry into the failure existence of any default by Trustor. Beneficiary shall have the right to fulfill compromise any claim or perform set-off against rent which any tenant may assert pursuant to any of said leases and any such covenant compromise shall be binding and enforceable against Trustor, unless Beneficiary acted in a grossly negligent and reckless manner, but, nothing contained in this paragraph shall require Beneficiary to take any action to compromise or agreement without the prior written consent of Noteholder or the making of or consent to settle any such new lease claim. Trustor shall execute and deliver to Beneficiary such further documents and instruments and take such further actions as Beneficiary may require in order to effectuate or confirm the assignment and rights granted herein. Failure or discontinuance of Beneficiary at any time or from time to time to collect any such modificationrents, cancellationissues and profits shall not in any way impair the subsequent enforcement by Beneficiary of the rights herein conferred upon it. Nothing contained herein, termination or surrender without the prior written consent of Noteholder, not to be unreasonably withheld, conditioned or delayed for any leases or guaranties other than with respect to a Key Tenant Lease or any guaranty thereof for which any consent shall be in Noteholder’s sole and absolute discretion); the failure to fulfill or perform any such covenant or the making of or consent to any such modification or cancellation, termination or surrender shall be an Event of Default; provided, however, that: (A) until such time as there exists an uncured Event of Default, Maker may in good faith in the ordinary course of business with tenants unaffiliated with the Maker (i) enter into new leases for premises of 4,500 square feet or less for a term, including any extension options, of not more than five (5) years at prevailing market rates and (ii) exercise the landlord’s remedies for default in good faith in the ordinary course of business for any lease of 4,500 square feet or less including nor the exercise of any termination of such a lease for a tenant’s default. For purposes of calculating such square footage as provided in this Article IVright, all leases with the same tenant power or with affiliates of such tenant authority herein granted to Beneficiary shall be aggregated; and (B) enter into a lease modification for leases with premises construed to be an affirmation by it of 4,500 square feet or less (aggregated as provided in subsection (B) above) may in good faith in the ordinary course of business with tenants unaffiliated with the Maker if such modification (i) does not reduce any rent below prevailing market rates provided that with respect to any lease that is in existence on the date hereoftenancy, the Maker may not reduce the rent during the term of such leases without Noteholder’s written consent, (ii) does not involve any reduction in term, (iii) does not extend the term including any extension options, for more than five (5) years beyond the existing term, and (c) does not otherwise materially modify the lease. Nothing contained in this Mortgage or in any other document securing, evidencing or relating to the Indebtedness shall preclude Noteholder from taking any action to cure or remedy any default of the Landlord under any lease of all or any portion of the Mortgaged Property or any guaranty of lease, or option, nor a subordination of the lien of this Deed of Trust to any actsuch tenancy, omission lease or occurrence option. Trustor hereby further assigns to Beneficiary all prepaid rents and all moneys which but for may have been or may hereafter be deposited with Trustor by any lessee of the passage Property herein described or any part or portions thereof, to secure the payment of timeany rent, and upon default in the giving performance of noticeany of the provisions hereof, Trustor agrees to deliver such rents and deposits to Beneficiary. Trustor agrees that under no circumstances and in no event, whether Beneficiary be in possession of any part or portion or the entirety of said Property, or bothnot, would will Beneficiary ever be deemed to have assumed any of the duties of a default lessor under said leases or be responsible or owe any obligation to see to it that the Property produces revenue; nor will Beneficiary otherwise have any of the duties of a mortgagee in possession at any time or under any circumstances. Trustor covenants, warrants and agrees never to assert that Beneficiary has any such duties except under an express written agreement of assumption executed by Beneficiary hereafter. Trustor shall and does hereby agree to indemnify and to hold Beneficiary harmless from any liability, loss or damage which it might incur under any said lease or guaranty under or by reason of lease this assignment and from any claims and demands whatsoever which may be asserted against Beneficiary by reason of an alleged obligation or take undertaking on Beneficiary's part to perform or discharge any of the terms, covenants or agreements contained in said leases. Trustor reserves the right, while Beneficiary is in possession of the Property, to propose leases or other action in connection therewith revenue producing transactions to Beneficiary and any amounts expended by Noteholder in connection with such cure or remediation including, without limitation, reasonable attorneys fees and expenses, shall be an advance under and secured by this Mortgage and shall be included in the Indebtedness and shall be paid by Maker Beneficiary agrees to Noteholder on demand. The preceding sentence shall not be construed to obligate Noteholder to cure any such actual or potential lease defaults or any guaranty of lease defaultsconsider same.

Absolute Assignment of Rents. In further consideration for the indebtedness evidenced by the Note, Maker Mortgagor does hereby absolutely and unconditionally assigns assign and transfer unto Mortgagee all of its right, title and interest in and to Noteholder all rentsexisting and future Leases and all of the Rents now due and which may hereafter become due, revenuesit being the intention of this Mortgage to establish an absolute transfer and assignment of all such right, profits title and incomes interest under the Leases and all of the Rents unto the Mortgagee, subject to the prior assignment to Senior Lender. The foregoing assignment shall extend to and cover any and all extensions and renewals of existing and future Leases and to any and all present and future rights against any guarantors of any such obligations. Notwithstanding the foregoing assignment, Mortgagee shall not be obligated to perform or discharge any obligation, duty or liability under any of the Leases, or under or by reason of the foregoing assignment, and Mortgagor shall and does hereby agree to indemnify, defend and to hold Mortgagee harmless for, from and against any liability, loss or damage which it might incur under any Lease or under or by reason of the foregoing assignment and from any claims and demands whatsoever which may be asserted against it by reason of any alleged obligation or undertaking on Mortgagee's part to perform or discharge any of the terms, covenants or agreements contained in the Leases; provided, however, that Mortgagor shall not be obligated to indemnify and hold harmless Mortgagee from any demands or claims caused solely by the gross negligence or willful misconduct of Mortgagee. In pursuance of the foregoing assignment, and not in lieu thereof, Mortgagor shall, on demand, give Mortgagee separate specific assignments of Rents and Leases covering some or all of the Leases, the terms of such assignments being incorporated herein by reference. Mortgagor does hereby irrevocably appoint Mortgagee its true and lawful attorney in its name and stead, which appointment is coupled with an interest, to collect all Rents; provided, Mortgagee grants Mortgagor the revocable license and privilege to collect the Rents unless and until an Event of Default occurs or exists under this Mortgage or under the Note or any other Loan Document. During any period that Mortgagor's license to collect the Rents is no longer in effect, Mortgagor shall hold all Rents collected by it in trust for the benefit of Mortgagee and shall use them in the following order of priority: (a) To payment of all attorney's fees and professional fees incurred by Mortgagee and to the reasonable fees of the independent contractor or receiver, if any, selected by Mortgagee or approved by a court; (b) To pay any real or personal property taxes on the Mortgaged Property that are not paid from Reserves; (c) To pay the premiums for insurance required to be maintained by Mortgagor pursuant to the provisions of this Mortgage to the extent not paid from Reserves; (d) To pay the costs of maintaining the Mortgaged Property in the condition required under Section 3.05 of this Mortgage; (e) To pay the principal of (including prepayment premiums and late charges, if any) and interest on the Indebtedness Secured Hereby and any other sums then due and owing under the Note, this Mortgage or any of the other Loan Documents; and (f) To pay the costs of performing or discharging any of Mortgagor's other obligations under this Mortgage. Provided that no Event of Default then exists under the Note, this Mortgage or any of the other Loan Documents (and no event has occurred that, with the giving of notice or the passage of time would constitute such an Event of Default) after application of the Rents as provided in (a) through (f) above, Mortgagor may retain any remaining Rents for its account, subject to the Operating Account Agreement and the other Loan Documents. Upon an Event of Default under this Mortgage or under the Note or any other Loan Documents, and whether before or after the institution of proceedings to sell the Mortgaged Property or foreclose this Mortgage or during any portion thereof. Providedperiod of redemption or reinstatement and without regard to waste, howeveradequacy of the security or solvency of the Mortgagor, so long as no Event of Default has occurred, Maker is hereby Mortgagee may revoke the revocable license and privilege granted a license Mortgagor hereunder to collect the Rents, and retain may, at its option, without notice in person or by agent, with or without taking possession of or entering the currently accruing rentsProperty, income with or without bringing any action or proceeding or by a receiver duly appointed, give, or require Mortgagor to give, notice to any or all tenants under any Lease authorizing and profits from directing the tenant to pay such Rents to Mortgagee, such agent, or receiver as the case may be; collect all of the Rents; enforce the payment thereof and exercise all of the rights of the landlord under any Lease and all of the rights of Mortgagee hereunder; enter upon, take possession of, manage and operate the Mortgaged Property, but in no event for more than one (1) month or any part thereof; cancel, enforce or modify any Leases; fix or modify Rents; and do any acts which the Mortgagee deems proper to protect the security hereof. Mortgagor hereby expressly consents in advance to the appointment of such collection. If a receiver applied for and selected by or for Mortgagee at any time upon or after an Event of Default under this Mortgage, under the Note or under any other Loan Documents whether or not foreclosure proceedings have been commenced or concluded and whether or not a foreclosure sale has occurred. Any Rents collected shall occur, however, thereupon, and at any time thereafter such default is continuing, Noteholder may terminate such license and may, without any liability to Maker, take possession and control of the Mortgaged Premises and/or receive and collect all rents, revenues, profits and income, accrued or accruing thereafter so long as any of the Indebtedness remains unpaid, applying so much thereof as may be collected first applied to the costs and expenses incident to taking possession and/or the collection thereofof operation, management and second collection, including reasonable attorneys' fees, to the payment of the Indebtedness other than the Note fees and then expenses of any agent or receiver so acting, to the amount costs incurred by the Mortgagee, including attorneys' fees, to the payment of taxes, assessments, insurance premiums and expenditures for the management, repair and upkeep of the Note then remaining unpaidMortgaged Property, at Noteholder’s discretion, either principal or interest, to the performance of landlord's obligations under any Leases and to the Indebtedness Secured Hereby and the Obligations all in any such order, amounts and whether then matured or not, paying manner as the balance, if any, to MakerMortgagee may require. It is intended by Maker The entering upon and Noteholder that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only and that Noteholder shall be entitled to exercise its rights hereunder whether or not Noteholder is in taking possession of the Mortgaged Premises at such time. Maker agrees to fulfill or perform each and every covenant and agreement of any and all leases and guaranties of leases of Property, the Mortgaged Premises so as to keep them at all times in full force and effect, and not to enter into any new lease, not to make any modification, consent to any modification of, or cancel, terminate or consent to the surrender of any lease of all or any part of the Mortgaged Property or any guaranty collection of such lease, without Rents and the prior written consent of Noteholder, the failure to fulfill application thereof as aforesaid shall not cure or perform waive any such covenant or agreement without the prior written consent of Noteholder or the making of or consent to any such new lease or any such modification, cancellation, termination or surrender without the prior written consent of Noteholder, not to be unreasonably withheld, conditioned or delayed for any leases or guaranties other than with respect to a Key Tenant Lease or any guaranty thereof for which any consent shall be in Noteholder’s sole and absolute discretion); the failure to fulfill or perform any such covenant or the making of or consent to any such modification or cancellation, termination or surrender shall be an Event of Default; provided, however, that: (A) until such time as there exists an uncured Event of Default, Maker may in good faith in the ordinary course of business with tenants unaffiliated with the Maker (i) enter into new leases for premises of 4,500 square feet or less for a term, including any extension options, of not more than five (5) years at prevailing market rates and (ii) exercise the landlord’s remedies for default in good faith in the ordinary course of business for any lease of 4,500 square feet or less including the exercise of any termination of such a lease for a tenant’s default. For purposes of calculating such square footage as provided in this Article IV, all leases with the same tenant or with affiliates of such tenant shall be aggregated; and (B) enter into a lease modification for leases with premises of 4,500 square feet or less (aggregated as provided in subsection (B) above) may in good faith in the ordinary course of business with tenants unaffiliated with the Maker if such modification (i) does not reduce any rent below prevailing market rates provided that with respect to any lease that is in existence on the date hereof, the Maker may not reduce the rent during the term of such leases without Noteholder’s written consent, (ii) does not involve any reduction in term, (iii) does not extend the term including any extension options, for more than five (5) years beyond the existing term, and (c) does not otherwise materially modify the lease. Nothing contained in Default under this Mortgage or affect any notice of default or invalidate any act done pursuant to such notice nor in any way operate to prevent Mortgagee from pursuing any other document securingremedy which it may now or hereafter have under the terms of this Mortgage or any other security given for the Indebtedness Secured Hereby nor shall it in any way be deemed to constitute Mortgagee to be a "MORTGAGEE-IN-POSSESSION". Each Lease shall at Mortgagee's option be filed for record in the local recording office of the county where the Property is located. Also, evidencing or relating to the Indebtedness extent required by the Mortgagee, each tenant shall preclude Noteholder from taking any action to cure or remedy any default execute an estoppel certificate and acknowledge receipt of a notice of the Landlord under any lease assignment of its Lease, all or any portion of satisfactory in form and content to the Mortgaged Property or any guaranty of lease, or any act, omission or occurrence which but for the passage of time, the giving of notice, or both, would be a default under any such lease or guaranty of lease or take any other action in connection therewith and any amounts expended by Noteholder in connection with such cure or remediation including, without limitation, reasonable attorneys fees and expenses, shall be an advance under and secured by this Mortgage and shall be included in the Indebtedness and shall be paid by Maker to Noteholder on demand. The preceding sentence shall not be construed to obligate Noteholder to cure any such actual or potential lease defaults or any guaranty of lease defaultsMortgagee.

Absolute Assignment of Rents. In further consideration for For valuable consideration, the indebtedness evidenced by receipt and sufficiency of which Mortgagor acknowledges, Mortgagor hereby grants, bargains, assigns, transfers, sets over, sells and conveys, the NoteLeases and the Rents unto Mortgagee; TO HAVE AND TO HOLD the Leases and the Rents unto Mortgagee, Maker forever, and Mortgagor does hereby absolutely bind itself and unconditionally its heirs, executors, administrators, personal representatives, successors, and assigns to Noteholder all rents, revenues, profits warrant and incomes from forever defend the Mortgaged Property title to the Leases and the Rents unto Mortgagee against every person whomsoever lawfully claiming or to claim the same or any portion part thereof. Provided, however, so long as no Event of Default has occurred, Maker is hereby granted a license to collect Mortgagor and retain the currently accruing rents, income and profits from the Mortgaged Property, but in no event for more than one (1) month in advance of such collection. If an Event of Default shall occur, however, thereupon, and at any time thereafter such default is continuing, Noteholder may terminate such license and may, without any liability to Maker, take possession and control of the Mortgaged Premises and/or receive and collect all rents, revenues, profits and income, accrued or accruing thereafter so long as any of the Indebtedness remains unpaid, applying so much thereof as may be collected first to the expenses incident to taking possession and/or the collection thereof, and second to the payment of the Indebtedness other than the Note and then to the amount of the Note then remaining unpaid, at Noteholder’s discretion, either principal or interest, in any order, and whether then matured or not, paying the balance, if any, to Maker. It is intended by Maker and Noteholder that Mortgagee intend this assignment of rents constitutes an absolute assignment the Leases and the Rents to be absolute, unconditional and presently effective, and not an assignment for additional security only and that Noteholder shall be entitled only. (a) Mortgagee hereby grants to Mortgagor a limited license (the "License") to exercise its and enjoy all the rights hereunder whether or not Noteholder is in possession and benefits of the Mortgaged Premises at such timelandlord or lessor of the Leases and the Rents, including without limitation, the right to collect, demand, sue ▇▇▇, attach, levy, recover, and receive the Rents, as and when, but not before, they become due and payable, and to give proper receipts, releases and acquittances therefor. Maker Mortgagor hereby agrees to fulfill or perform each receive all Rents and every covenant hold the same as a trust then due and agreement of any and all leases and guaranties of leases payable, next to the payment of the Mortgaged Premises so as to keep them at all times in full force taxes and effectassessments on the Property and the insurance premiums required by the terms of the Loan Documents, and not to enter into any new lease, not to make any modification, consent to any modification of, or cancel, terminate or consent then to the surrender costs of any lease of all or any part Documents and the Leases. Thereafter, Mortgagor may use the balance of the Mortgaged Property or Rents collected in any guaranty manner not inconsistent with the Loan Documents. (b) Upon the occurrence of such lease, without the prior written consent of Noteholder, the failure to fulfill or perform any such covenant or agreement without the prior written consent of Noteholder or the making of or consent to any such new lease or any such modification, cancellation, termination or surrender without the prior written consent of Noteholder, not to be unreasonably withheld, conditioned or delayed for any leases or guaranties other than with respect to a Key Tenant Lease or any guaranty thereof for which any consent shall be in Noteholder’s sole and absolute discretion); the failure to fulfill or perform any such covenant or the making of or consent to any such modification or cancellation, termination or surrender shall be an Event of Default; provided, howeverMortgagee shall have the complete right, that: (A) until such time as there exists an uncured Event power and authority hereunder, then or thereafter, to terminate the License and then and thereafter, without taking possession of Defaultthe Property, Maker may in good faith in Mortgagor's name, to collect, demand, sue ▇▇▇, attach, levy, recover, and receive the ordinary course Rents and to give proper receipts, releases and acquittances therefor, and after deducting all reasonably incurred costs and expenses of business with tenants unaffiliated with the Maker (i) enter into new leases for premises of 4,500 square feet or less for a termoperation and collection, including reasonable attorney's fees, to apply the net proceeds thereof in reduction or repayment of the Indebtedness in such order of priority as Mortgagee may determine, in its sole discretion. Upon Mortgagee's termination of the License, and without regard to the adequacy of the security, with or without any extension optionsaction or proceeding through any person or by any agent, of not more than five (5) years at prevailing market rates Mortgagee may and (ii) exercise shall have the landlord’s remedies for default in good faith in complete right, power and authority hereunder, then or thereafter, to answer upon, take possession of, manage and operate the ordinary course of business for Property, or any lease of 4,500 square feet part thereof; to make, modify, enforce, cancel or less including the exercise accept surrender of any termination of such a lease for a tenant’s default. For purposes of calculating such square footage as provided in this Article IV, all leases with the same Lease; to remove and evict any tenant or with affiliates lessees under any of such tenant shall be aggregatedthe Leases; and (B) enter into a lease modification for leases with premises of 4,500 square feet to increase or less (aggregated as provided in subsection (B) above) may in good faith in decrease the ordinary course of business with tenants unaffiliated with the Maker if such modification (i) does not reduce any rent below prevailing market rates provided that with respect Rents; and to any lease that is in existence on the date hereofdecorate, the Maker may not reduce the rent during the term of such leases without Noteholder’s written consent, (ii) does not involve any reduction in term, (iii) does not extend the term including any extension options, for more than five (5) years beyond the existing termclean and repair, and otherwise do any act or incur any cost or expense which Mortgagee may deem reasonably necessary to protect the status and value of the Property. (c) does not otherwise materially modify Upon the lease. Nothing contained occurrence of an Event of Default and in addition to any other remedies set forth in this Mortgage or in any other document securingInstrument, evidencing or relating to and without the Indebtedness shall preclude Noteholder from necessity of Mortgagee's entering upon and taking any action to cure or remedy any default and maintaining full control of the Landlord under any lease Property in person, by agent or by a court-appointed receiver, Mortgagee shall immediately be entitled to possession of all or any portion Rents as the same become due and payable, including without limitation Rents then due and unpaid, and all such Rents shall immediately upon delivery of such notice be held by Mortgagor as trustee for the benefit of Mortgagee only; provided however, that the written notice by Mortgagee to Mortgagor of the Mortgaged breach by Mortgagor shall contain a statement that Mortgagee exercises its rights to such Rents. Mortgagor agrees that commencing upon delivery of such written notice of an Event of Default by Mortgagee to Mortgagor, each tenant of the Property shall make such Rents payable to and pay such Rents to Mortgagee or any guaranty of leaseMortgagee's agents on Mortgagee's written demand to each tenant therefor, delivered to each tenant personally, by mail or any actby delivering such demand to each rental unit, omission or occurrence which but for the passage of time, the giving of notice, or both, would be a default under any such lease or guaranty of lease or take any other action in connection therewith and any amounts expended by Noteholder in connection with such cure or remediation including, without limitation, reasonable attorneys fees and expenses, shall be an advance under and secured by this Mortgage and shall be included in the Indebtedness and shall be paid by Maker to Noteholder on demand. The preceding sentence shall not be construed to obligate Noteholder to cure any such actual or potential lease defaults or any guaranty of lease defaults.without