GOODS DESCRIBED WITHIN THE DEFINITION OF
THE WORD "EQUIPMENT" ARE OR ARE TO BECOME FIXTURES ON THE REAL ESTATE; (II) THIS
MORTGAGE UPON RECORDING OR REGISTRATION IN THE REAL ESTATE RECORDS OF THE PROPER
OFFICE SHALL CONSTITUTE A FINANCING STATEMENT FILED AS A "FIXTURE FILING" WITHIN
THE MEANING OF [SECTIONS 9-334 AND 9-502] OF THE CODE; (III) MORTGAGOR IS A
DELAWARE CORPORATION WITH A ORGANIZATION IDENTIFICATION NUMBER AS
[
]; AND (IV) THE ADDRESSES OF MORTGAGOR AND MORTGAGEE ARE AS SET
FORTH ON THE FIRST PAGE OF THIS MORTGAGE.
17.
ASSIGNMENT OF RENTS.
(A)
SUBJECT TO THE
TERMS OF ANY DOCUMENT GOVERNING ANY SPECIAL PURPOSE FINANCING, MORTGAGOR HEREBY
ASSIGNS TO MORTGAGEE THE RENTS AS FURTHER SECURITY FOR THE PAYMENT OF AND
PERFORMANCE OF THE OBLIGATIONS, AND MORTGAGOR GRANTS TO MORTGAGEE THE RIGHT TO
ENTER THE MORTGAGED PROPERTY FOR THE PURPOSE OF COLLECTING THE SAME AND TO LET
THE MORTGAGED PROPERTY OR ANY PART THEREOF, AND TO APPLY THE RENTS ON ACCOUNT OF
THE OBLIGATIONS.
THE FOREGOING ASSIGNMENT AND GRANT IS PRESENT AND ABSOLUTE AND
SHALL CONTINUE IN EFFECT UNTIL THE OBLIGATIONS ARE FULLY PAID AND PERFORMED, BUT
MORTGAGEE HEREBY WAIVES THE RIGHT
D-10
TO ENTER THE MORTGAGED PROPERTY FOR THE PURPOSE OF COLLECTING THE RENTS AND
MORTGAGOR SHALL BE ENTITLED TO COLLECT, RECEIVE, USE AND RETAIN THE RENTS UNTIL
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SUCH RIGHT OF
MORTGAGOR TO COLLECT, RECEIVE, USE AND RETAIN THE RENTS MAY BE REVOKED BY
MORTGAGEE UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT
UNDER THIS MORTGAGE BY GIVING NOT LESS THAN TEN DAYS' WRITTEN NOTICE OF SUCH
REVOCATION TO MORTGAGOR; IN THE EVENT SUCH NOTICE IS GIVEN, MORTGAGOR SHALL PAY
OVER TO MORTGAGEE, OR TO ANY RECEIVER APPOINTED TO COLLECT THE RENTS, ANY LEASE
SECURITY DEPOSITS, AND SHALL PAY MONTHLY IN ADVANCE TO MORTGAGEE, OR TO ANY SUCH
RECEIVER, THE FAIR AND REASONABLE RENTAL VALUE AS DETERMINED BY MORTGAGEE FOR
THE USE AND OCCUPANCY OF SUCH PART OF THE MORTGAGED PROPERTY AS MAY BE IN THE
POSSESSION OF MORTGAGOR OR ANY AFFILIATE OF MORTGAGOR, AND UPON DEFAULT IN ANY
SUCH PAYMENT MORTGAGOR AND ANY SUCH AFFILIATE WILL VACATE AND SURRENDER THE
POSSESSION OF THE MORTGAGED PROPERTY TO MORTGAGEE OR TO SUCH RECEIVER, AND IN
DEFAULT THEREOF MAY BE EVICTED BY SUMMARY PROCEEDINGS OR OTHERWISE.
MORTGAGOR
SHALL NOT ACCEPT PREPAYMENTS OF INSTALLMENTS OF RENT TO BECOME DUE FOR A PERIOD
OF MORE THAN ONE MONTH IN ADVANCE (EXCEPT FOR SECURITY DEPOSITS AND ESTIMATED
PAYMENTS OF PERCENTAGE RENT, IF ANY).
(B)
MORTGAGOR HAS NOT AFFIRMATIVELY DONE ANY ACT
WHICH WOULD PREVENT MORTGAGEE FROM, OR LIMIT MORTGAGEE IN, ACTING UNDER ANY OF
THE PROVISIONS OF THE FOREGOING ASSIGNMENT.
(C)
EXCEPT FOR ANY MATTER DISCLOSED IN THE
CREDIT AGREEMENT, NO ACTION HAS BEEN BROUGHT OR, SO FAR AS IS KNOWN TO
MORTGAGOR, IS THREATENED, WHICH WOULD INTERFERE IN ANY WAY WITH THE RIGHT OF
MORTGAGOR TO EXECUTE THE FOREGOING ASSIGNMENT AND PERFORM ALL OF MORTGAGOR'S
OBLIGATIONS CONTAINED