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132777076v2
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<br />terms of this Mortgage in any way for the benefit of the Mortgagor. No such release,
<br />modification, addition or change shall affect the liability of any person other than the person so
<br />released for payment of any indebtedness secured hereby, nor affect the priority and first lien
<br />status of this Mortgage upon any property not released.
<br />Section 1.10 Assignment of Rents. The Mortgagor hereby bargains, sells, assigns and
<br />sets over to the Mortgagee all rents, issues and profits of the Mortgaged Property, which,
<br />whether before or after foreclosure or during the period of redemption shall accrue and be owing
<br />for the use and occupation of the Mortgaged Property or of any part thereof; provided, however,
<br />that until an Event of Default as hereinafter defined shall have occurred, the Mortgagee hereby
<br />authorizes the Mortgagor to receive all such rents, issues and profits. For the purpose aforesaid
<br />the Mortgagor does hereby constitute and appoint the Mortgagee its attorney in fact, irrevocably
<br />in its name, to receive, collect and receipt for all sums due or owing for such use and occupation,
<br />as the same may accrue. For the purpose aforesaid, upon the occurrence of an Event of Default
<br />the Mortgagee may enter and take possession of the Mortgaged Property and manage and operate
<br />the same and take any action which, in the Mortgagee’s judgment, is necessary or proper to
<br />conserve the value of the Mortgaged Property. The right to enter and take possession of the
<br />Mortgaged Property, to manage, operate and conserve the same, and to collect the rents, issues
<br />and profits thereof, shall be in addition to all other rights or remedies of the Mortgagee hereunder
<br />or afforded by law, and may be exercised concurrently therewith or independently thereof. The
<br />expense (including any receiver’s fees, attorney’s fees, costs and agent’s compensation) incurred
<br />pursuant to the powers herein contained shall be secured hereby, shall be payable by the
<br />Mortgagor upon demand. The Mortgagee shall not be liable to account to the Mortgagor for any
<br />action taken pursuant hereto other than to account for any rents actually received by the
<br />Mortgagee.
<br />Section 1.11 Further Assurances. At any time, and from time to time, upon request by
<br />the Mortgagee, the Mortgagor will make, execute and deliver or cause to be made, executed and
<br />delivered, to the Mortgagee, any and all other further instruments, certificates and other
<br />documents as may, in the reasonable opinion of the Mortgagee, be necessary or desirable in
<br />order to effectuate, complete, or perfect or to continue and preserve the obligations of the
<br />Mortgagor under the Loan Agreement and the estate and security interest granted by this
<br />Mortgage. Upon any failure by the Mortgagor so to do, the Mortgagee may make, execute and
<br />record any and all such instruments, certificates and documents for and in the name of the
<br />Mortgagor and the Mortgagor hereby irrevocably appoints the Mortgagee the agent and attorney
<br />in fact of the Mortgagor so to do.
<br />Section 1.12 Expenses. The Mortgagor will pay or reimburse the Mortgagee for all
<br />reasonable attorney’s fees, costs and expenses incurred by the Mortgagee in any proceedings
<br />involving the estate of a decedent or an insolvent, or in any action, legal proceeding or dispute of
<br />any kind in which the Mortgagee is made a party, or appears as party plaintiff or defendant,
<br />affecting the indebtedness secured hereby, this Mortgage or the interest created herein, or the
<br />Mortgaged Property, including but not limited to the exercise of the power of sale set forth in this
<br />Mortgage, any condemnation action involving the Mortgaged Property, or collection of
<br />insurance proceeds or any action to protect the security hereof; and any such amounts paid by the
<br />Mortgagee shall be added to the indebtedness secured by this Mortgage.
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