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TO HAVE AND TO HOLD all and singular, the Mortgaged Property,
<br /> whether now owned or hereafter acquired, unto the Issuer, its
<br /> successors and assigns forever, for the equal, ratable and
<br /> proportionate benefit of the holders of the Notes (as hereinafter
<br /> defined) ; provided, however, that this Mortgage is executed upon
<br /> the express condition that if the Borrower shall pay or cause to be
<br /> paid all indebtedness secured hereby and shall keep, perform and
<br /> observe all and singular the covenants and promises expressed in
<br /> the Notes and this Mortgage to be kept, performed and observed by
<br /> the Borrower, then this Mortgage and the rights hereby granted
<br /> shall cease, determine and be void; otherwise to remain in full
<br /> force and effect.
<br /> Borrower hereby assigns to the Issuer all of Borrower' s right,
<br /> title and interest in and to all existing and future leases
<br /> (including all amendments thereof and all schedules thereto) of the
<br /> Mortgaged Property or any portion thereof and all rents, issues,
<br /> income, profits, products and proceeds arising therefrom, and all
<br /> licenses, permits, agreements and contracts relating to the
<br /> Mortgaged Property or any portion thereof and all other contract
<br /> rights relating to and proceeds of any such leases. The foregoing
<br /> assignment shall constitute an absolute, present and irrevocable
<br /> assignment, provided that, so long as there shall exist no default
<br /> with respect to any of the obligations secured by this Mortgage
<br /> (the "Indebtedness") , the Borrower has permission to collect all
<br /> rents, issues, income, profits, products and proceeds from such
<br /> leases, and to retain, use and enjoy the same, and to exercise all
<br /> other rights of the lessor under such leases. Upon default by
<br /> Borrower with respect to any Indebtedness, such permission shall
<br /> terminate immediately and automatically, without notice to Borrower
<br /> or any other person, and shall not be reinstated upon a cure of
<br /> such default without the express written consent of the Issuer, and
<br /> furthermore, the Issuer may, in its sole discretion and without
<br /> notice to Borrower or any other person, take possession of the
<br /> Mortgaged Property subject to any or all such leases and exercise
<br /> all or any rights of Borrower thereunder, may provide notification
<br /> to lessees to pay rents directly to the Issuer, and may require
<br /> Borrower to provide such notification to lessees. The foregoing
<br /> assignment shall be fully effective without any further action on
<br /> the part of the Borrower or the Issuer. Borrower will pay and
<br /> perform all obligations and covenants required of it by the terms
<br /> of any such lease. If Borrower defaults in the payment or
<br /> performance of any obligation or covenant under any such lease,
<br /> then the Issuer shall have the right, but shall have no obligation,
<br /> to pay or perform the same on behalf of Borrower, and all sums
<br /> expended by the Issuer in connection therewith shall become part of
<br /> the Indebtedness and a lien upon the Mortgaged Property, payable by
<br /> Borrower to the Issuer upon demand, with interest per annum at two
<br /> percent (2%) above the National Prime Rate, adjusted monthly on the
<br /> first day of the month, from the date of the advance until paid.
<br /> The Issuer shall not be obligated to perform or discharge any
<br /> obligation under such leases under or by reason hereof. Borrower
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