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<br />Person’s written request, at such times and as often as may be reasonably necessary, and , to the extent
<br />consistent with applicable law, at the Grantor’s own expense, shall promptly record, rerecord, file and
<br />refile in such offices, this Mortgage, and every other instrument in addition or supplemental hereto,
<br />including applicable financing statements, as may be necessary to create, perfect, maintain and preserve
<br />the liens, encumbrances and security interests (and priority thereof) intended to be created hereby and the
<br />rights and remedies of the Beneficiary hereunder. Upon written request by th e Beneficiary or the
<br />Controlling Person, the Grantor shall supply evidence of fulfillment of its obligations under this Section
<br />1.20.
<br />ARTICLE 2
<br />ASSIGNMENT OF RENTS, LEASES AND OTHER AGREEMENTS
<br />Section 2.01. Assignment of Rents and Leases, Issues and Profits. As part of the consideration
<br />for the Secured Obligations, and not as additional security therefor, the Grantor hereby irrevocably,
<br />absolutely, presently, and unconditionally assigns to the Beneficiary all of the Rents and hereby gives to
<br />and confers upon the Beneficiary the right, power and authority to collect such Rents. The Grantor
<br />irrevocably appoints the Beneficiary its true and lawful attorney-in-fact, acting at the written direction of
<br />the Controlling Person, at any time and from time to time, to demand, receive and enforce payment, to
<br />give receipts, releases and satisfactions, and to sue in its name or in the name of the Grantor, for all such
<br />Rents, and apply the same to the payment of the Secured Obligations; provided, however, that the Grantor
<br />shall have and is hereby granted the right, in the form of a revocable license, to enforce payment, give
<br />satisfactions, sue for and collect such Rents (but not more than one month in advance unless the written
<br />approval of the Controlling Person has first been obtained), and to retain and enjoy the same, so long as
<br />an Event of Default shall not have occurred hereunder and be continuing. The assignment of the Rents in
<br />this Article 2 is intended to be an absolute assignment from the Grantor to the Beneficiary and not merely
<br />the passing of a security interest. The Grantor and the Beneficiary further agree that, solely for the
<br />purposes of any bankruptcy of the Grantor or its general partner(s), during the term of this Mortgage, the
<br />Rents shall not constitute property of the Grantor (or of any estate of the Grantor) within the meaning of
<br />11 U.S.C. §541, as amended from time to time.
<br />Section 2.02. Collection Upon Default. Upon the occurrence and during the continuation of an
<br />Event of Default hereunder, the license granted to the Grantor in Section 2.01 shall be automatically
<br />revoked without notice. The Beneficiary may, at any time without notice, upon the written direction of
<br />the Controlling Person, either in person, by agent or by a receiver appointed by a court, and without
<br />regard to the adequacy of any security for the Secured Obligations, enter upon and take possession of the
<br />Premises, or any part thereof, and, with or without taking possession of the Premises or any part hereof, in
<br />its own name sue for or otherwise collect such Rents (including those past due and unpaid, and all prepaid
<br />rents and all other monies which may have been or may hereafter be deposited with the Grantor by any
<br />lessee or tenant of the Grantor to secure the payment of any rent or for any services thereafter to be
<br />rendered by the Grantor for any other obligation of any tenant to the Grantor arising under any Lease).
<br />The Grantor agrees that, upon the occurrence of any Event of Default hereunder, the Grantor shall
<br />promptly deliver all such Rents and monies to the Beneficiary. The Beneficiary shall apply such Rents
<br />and monies (other than security deposits), less costs and expenses of operation and collection (including
<br />reasonable attorneys’ fees whether or not suit is brought or prosecuted to judgment), at the written
<br />direction of the Controlling Person, to the payment of any Secured Obligations, in such order as the
<br />Controlling Person may determine, notwithstanding that said indebtedness or the performance of said
<br />obligation may not then be due. The collection of such Rents, or the entering upon and taking possession
<br />of the Premises, or the application thereof as aforesaid, shall not cure or waive any default or notice of
<br />default hereunder or invalidate any act done in response to such default or pursuant to such notice of
<br />default or be deemed or construed to make the Beneficiary a mortgagee -in-possession of the Premises or
<br />any portion thereof.
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