SECTIONS, SCHEDULES, EXHIBITS, SUBSECTIONS, PARAGRAPHS AND CLAUSES HEREOF, (IX)
THE SCHEDULES AND EXHIBITS TO THIS MORTGAGE, IN EACH CASE AS AMENDED, AMENDED
AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE
WITH THE PROVISIONS HEREOF, ARE INCORPORATED HEREIN BY REFERENCE, (X) THE TITLES
AND HEADINGS OF ARTICLES, SECTIONS, SCHEDULES, EXHIBITS, SUBSECTIONS, PARAGRAPHS
AND CLAUSES ARE INSERTED AS A MATTER OF CONVENIENCE ONLY AND SHALL NOT AFFECT
THE CONSTRUCTIONS OF ANY PROVISIONS HEREOF AND (XI) ALL OBLIGATIONS OF THE
MORTGAGOR HEREUNDER SHALL BE SATISFIED BY THE MORTGAGOR AT THE MORTGAGOR'S SOLE
COST AND EXPENSE..
SECTION 1.3
RESOLUTION OF DRAFTING AMBIGUITIES.
THE MORTGAGOR ACKNOWLEDGES AND
AGREES THAT IT WAS REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND
DELIVERY HEREOF, THAT IT AND ITS COUNSEL REVIEWED AND PARTICIPATED IN THE
PREPARATION AND NEGOTIATION HEREOF AND THAT ANY RULE OF CONSTRUCTION TO THE
EFFECT THAT AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY (I.E.,
MORTGAGEE) SHALL NOT BE EMPLOYED IN THE INTERPRETATION HEREOF.
ARTICLE II
GRANTS AND SECURED OBLIGATIONS
SECTION 2.1
GRANT OF MORTGAGED PROPERTY.
THE MORTGAGOR HEREBY GRANTS,
MORTGAGES, BARGAINS, SELLS, ASSIGNS AND CONVEYS TO THE MORTGAGEE (FOR ITS
BENEFIT AND FOR THE BENEFIT OF THE OTHER SECURED PARTIES), AND HEREBY GRANTS TO
THE MORTGAGEE (FOR ITS BENEFIT AND FOR THE BENEFIT OF THE OTHER SECURED
PARTIES), A SECURITY INTEREST IN AND UPON ALL OF THE MORTGAGOR'S ESTATE, RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE FOLLOWING PROPERTY, WHETHER NOW OWNED OR
HELD OR HEREAFTER ACQUIRED FROM TIME TO TIME (COLLECTIVELY, THE "MORTGAGED
PROPERTY"):
(I)
LAND;
(II)
IMPROVEMENTS;
(III)
LEASES;
(IV)
RENTS;
(V)
PERMITS;
(VI)
CONTRACTS;
(VII)
RECORDS; AND
8
(VIII)
PROCEEDS;
TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right,
title and interest of the Mortgagor and anyone claiming by, through or under the
Mortgagor in and to the Mortgaged Property and all rights and appurtenances
relating thereto, unto the Mortgagee, its successors and assigns, for the
purpose of securing the payment and performance in full of all the Secured
Obligations.
SECTION 2.2
Assignment of Leases and Rents.
During the term hereof, the
Mortgagor absolutely, presently, unconditionally and irrevocably pledges,
grants, sells, conveys, delivers, hypothecates, assigns, transfers and sets over
to the Mortgagee (for its benefit and for the benefit of the other Secured
Parties), and grants to the Mortgagee (for its benefit and for the benefit of
the other Secured Parties), subject to the terms of Article VI hereof, all of
the Mortgagor's estate, right, title, interest, claim and demand, as Landlord,
under any and all of the Leases including, without limitation, the following
(such assigned rights, the "Mortgagor's Interest"):
(I)
THE IMMEDIATE AND CONTINUING RIGHT TO RECEIVE AND COLLECT RENTS PAYABLE
BY THE TENANTS PURSUANT TO THE LEASES;
(II)
ALL CLAIMS, RIGHTS, POWERS, PRIVILEGES AND REMEDIES OF THE MORTGAGOR,
WHETHER PROVIDED FOR IN THE LEASES OR ARISING BY STATUTE OR AT LAW OR IN EQUITY
OR OTHERWISE, CONSEQUENT ON ANY FAILURE ON THE PART OF THE TENANTS TO PERFORM