GOLD, OR USING IN ANY
FORM EITHER THE BUTTERFLY OR PINEAPPLE LOGOS, AND VARIATIONS THEREOF, AND ALL
COPYRIGHTS, GOODWILL, BOOKS AND RECORDS AND ANY OTHER GENERAL INTANGIBLES
RELATING TO OR USED IN CONNECTION WITH THE OPERATION OF THE SUBJECT PROPERTY;
5
(Q)
ACCOUNTS.
ALL RESERVES, ESCROWS AND DEPOSIT ACCOUNTS
MAINTAINED BY MORTGAGOR THAT ARE EXCLUSIVELY RELATED TO THE OPERATION OF THE
SUBJECT PROPERTY, AND ALL CASH, CHECKS, DRAFTS, CERTIFICATES, SECURITIES,
INVESTMENT PROPERTY, FINANCIAL ASSETS, INSTRUMENTS AND OTHER PROPERTY HELD FROM
TIME TO TIME IN SUCH DEPOSIT ACCOUNTS THAT ARE EXCLUSIVELY RELATED TO THE
OPERATION OF THE SUBJECT PROPERTY, AND ALL PROCEEDS, PRODUCTS, DISTRIBUTIONS OR
DIVIDENDS OR SUBSTITUTIONS THEREON AND THEREOF; AND
(R)
OTHER RIGHTS.
ANY AND ALL OTHER RIGHTS OF
MORTGAGOR IN AND TO THE ITEMS SET FORTH IN SUBSECTIONS (A) THROUGH (Q) ABOVE,
AND ALL INTEREST OR ESTATE WHICH MORTGAGOR MAY HEREAFTER ACQUIRE IN THE PROPERTY
DESCRIBED ABOVE, AND ALL ADDITIONS AND ACCRETIONS THERETO, AND THE PROCEEDS OF
ANY OF THE FOREGOING.
THE LISTING OF SPECIFIC RIGHTS OR PROPERTY SHALL NOT BE
INTERPRETED AS A LIMIT OF GENERAL TERMS.
ARTICLE 2.
OBLIGATIONS SECURED
2.1
OBLIGATIONS SECURED.
MORTGAGOR MAKES THIS MORTGAGE
FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS ("SECURED OBLIGATIONS"):
(A)
PAYMENT TO MORTGAGEE OF ALL SUMS AT ANY TIME OWING
UNDER THOSE CERTAIN PROMISSORY NOTES ("NOTES") OF EVEN DATE HEREWITH, IN THE
AGGREGATE PRINCIPAL AMOUNT OF NINETY MILLION AND NO/100 DOLLARS
($90,000,000.00), EXECUTED BY MLP MORTGAGOR, AS BORROWER, AND PAYABLE TO THE
ORDER OF A LENDER (AS DEFINED UNDER THAT CERTAIN LOAN AGREEMENT ("LOAN
AGREEMENT") OF EVEN DATE HEREWITH, BY AND BETWEEN MLP MORTGAGOR, AS BORROWER,
AND VARIOUS LENDERS); AND
(B)
PAYMENT AND PERFORMANCE OF ALL COVENANTS AND
OBLIGATIONS OF MORTGAGOR UNDER THIS MORTGAGE; AND
(C)
PAYMENT AND PERFORMANCE OF ALL COVENANTS AND
OBLIGATIONS ON THE PART OF MLP MORTGAGOR UNDER THAT THE LOAN AGREEMENT; AND
(D)
PAYMENT AND PERFORMANCE OF ALL COVENANTS AND
OBLIGATIONS, IF ANY, OF ANY RIDER ATTACHED AS AN EXHIBIT TO THIS MORTGAGE; AND
(E)
PAYMENT AND PERFORMANCE OF ALL FUTURE ADVANCES AND
OTHER OBLIGATIONS THAT THE THEN RECORD OWNER OF ALL OR PART OF THE SUBJECT
PROPERTY MAY AGREE TO PAY AND/OR PERFORM (WHETHER AS PRINCIPAL, SURETY OR
GUARANTOR) FOR THE BENEFIT OF MORTGAGEE, WHEN SUCH FUTURE ADVANCE OR OBLIGATION
IS EVIDENCED BY A WRITING WHICH RECITES THAT IT IS SECURED BY THIS MORTGAGE; AND
MORTGAGOR HEREBY ACKNOWLEDGES AND AGREES THAT THIS MORTGAGE IS GIVEN TO SECURE
ADVANCES THAT MAY BE MADE BY MORTGAGEE AND OBLIGATIONS THAT MAY BE INCURRED BY
MORTGAGOR IN ADDITION AND SUBSEQUENT TO THE ADVANCES EVIDENCED BY THE NOTES;
PROVIDED, HOWEVER, THAT THE AGGREGATE PRINCIPAL AMOUNT OF FUTURE ADVANCES
OUTSTANDING AT ANY TIME SHALL NOT EXCEED $10,000,000.00 AND NOT BEING A
COMMITMENT BY MORTGAGEE TO MAKE FUTURE ADVANCES AND PROVIDED FURTHER THAT THE
AGGREGATE AMOUNT OF PRINCIPAL INDEBTEDNESS SECURED BY THIS MORTGAGE IN ALL
EVENTS SHALL NOT EXCEED $100,000,000.00; AND
(F)
PAYMENT AND PERFORMANCE OF ALL COVENANTS AND
OBLIGATIONS OF MORTGAGOR UNDER ANY INTEREST RATE SWAP AGREEMENT, OR