OF BORROWER THEREIN AND THEREUNDER, INCLUDING, WITHOUT LIMITATION, THE
RIGHT, UPON THE HAPPENING OF ANY DEFAULT HEREUNDER, TO RECEIVE AND COLLECT ANY
SUMS PAYABLE TO BORROWER THEREUNDER, IN EACH CASE, TO THE EXTENT ASSIGNABLE;
(O)
TRADEMARKS. ALL TRADENAMES, TRADEMARKS, SERVICEMARKS, LOGOS,
COPYRIGHTS, GOODWILL, BOOKS AND RECORDS AND ALL OTHER GENERAL INTANGIBLES
RELATING TO OR USED IN CONNECTION WITH THE OPERATION OF THE PROPERTY (EXCLUDING,
HOWEVER, THE NAME "INLAND" AND ANY MARK REGISTERED TO THE INLAND GROUP, INC., OR
ANY OF ITS AFFILIATES), IN EACH CASE, TO THE EXTENT ASSIGNABLE;
(P)
ACCOUNTS. ALL RESERVES, ESCROWS, AND DEPOSIT ACCOUNTS MAINTAINED
BY BORROWER WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, ALL
SECURITIES, INVESTMENTS,
4
PROPERTY AND FINANCIAL ASSETS HELD THEREIN FROM TIME TO TIME AND ALL PROCEEDS,
PRODUCTS, DISTRIBUTIONS OR DIVIDENDS OR SUBSTITUTIONS THEREON AND THEREOF;
(Q)
LETTER OF CREDIT. ALL LETTER-OF-CREDIT RIGHTS (WHETHER OR NOT THE
LETTER OF CREDIT IS EVIDENCED BY A WRITING) BORROWER NOW HAS OR HEREAFTER
ACQUIRES RELATING TO THE PROPERTIES, RIGHTS, TITLES AND INTERESTS REFERRED TO IN
THIS SECTION 1.1;
(R)
TORT CLAIMS. ALL COMMERCIAL TORT CLAIMS BORROWER NOW HAS OR
HEREAFTER ACQUIRES RELATING TO THE PROPERTIES, RIGHTS, TITLES AND INTERESTS
REFERRED TO IN THIS SECTION 1.1; AND
(S)
OTHER RIGHTS. ANY AND ALL OTHER RIGHTS OF BORROWER IN AND TO THE
ITEMS SET FORTH IN SUBSECTIONS (A) THROUGH (R) ABOVE.
AND without limiting any of the other provisions of this Mortgage, to the extent
permitted by applicable law, Borrower expressly grants to Lender, as secured
party, a security interest in the portion of the Property which is or may be
subject to the provisions of the Uniform Commercial Code which are applicable to
secured transactions; it being understood and agreed that the Improvements and
Fixtures are part and parcel of the Land (the Land, the Improvements and the
Fixtures collectively referred to as the "Real Property") appropriated to the
use thereof and, whether affixed or annexed to the Real Property or not, shall
for the purposes of this Mortgage be deemed conclusively to be real estate and
mortgaged hereby.
SECTION 1.2.
ASSIGNMENT OF RENTS. BORROWER HEREBY ABSOLUTELY AND
UNCONDITIONALLY ASSIGNS TO LENDER ALL OF BORROWER'S RIGHT, TITLE AND INTEREST IN
AND TO ALL CURRENT AND FUTURE LEASES AND RENTS; IT BEING INTENDED BY BORROWER
THAT THIS ASSIGNMENT CONSTITUTES A PRESENT, ABSOLUTE ASSIGNMENT AND NOT AN
ASSIGNMENT FOR ADDITIONAL SECURITY ONLY. NEVERTHELESS, SUBJECT TO THE TERMS OF
THE ASSIGNMENT OF LEASES AND SECTION 7.1(H) OF THIS MORTGAGE, LENDER GRANTS TO
BORROWER A REVOCABLE LICENSE TO COLLECT, RECEIVE, USE AND ENJOY THE RENTS.
BORROWER SHALL HOLD THE RENTS, OR A PORTION THEREOF SUFFICIENT TO DISCHARGE ALL
CURRENT SUMS DUE ON THE DEBT, FOR USE IN THE PAYMENT OF SUCH SUMS.
SECTION 1.3.
SECURITY AGREEMENT. THIS MORTGAGE IS BOTH A REAL
PROPERTY DEED OF TRUST AND A "SECURITY AGREEMENT" WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE. THE PROPERTY INCLUDES BOTH REAL AND PERSONAL PROPERTY
AND ALL OTHER RIGHTS AND INTERESTS, WHETHER TANGIBLE OR INTANGIBLE IN NATURE, OF