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27 201305319 or take, or to pay any money which hereunder Mortgagor is required to pay, Administrative Agent, in Mortgagor's name or its own name, may, but shall not be obligated to, perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by Administrative Agent and any money so paid by Administrative Agent shall be a demand obligation owing by Mortgagor to Administrative Agent (which obligation Mortgagor hereby expressly promises to pay) and Administrative Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Further, if Mortgagor shall fail to comply with its covenants under any Surface Lease, or upon receipt by Administrative Agent from the lessor of any such lease of notice of any default under any such Surface Lease, Administrative Agent may rely thereon and take any action necessary to cure such default, even though the existence of such default and the nature thereof be questioned or denied by Mortgagor or by any party on behalf of Mortgagor. Mortgagor hereby expressly grants to Administrative Agent and agrees that Administrative Agent shall have the absolute and immediate right to enter upon the Mortgaged Property subject to such Surface Lease or any part thereof to the extent and as often as Administrative Agent in its sole discretion deems necessary or desirable in order to prevent such default or to cure any such default by Mortgagor. Administrative Agent may pay and expend sums of money as Administrative Agent in its sole discretion deems necessary for such purpose, and any money so paid by Administrative Agent shall be a demand obligation owing by Mortgagor to Administrative Agent (which obligation Mortgagor hereby expressly promises to pay) and Administrative Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Each amount due and owing by Mortgagor to Trustee and/or Administrative Agent pursuant to this Mortgage shall bear interest each day, from the date of such expenditure or payment until paid, at the rate set forth in Section 2.9(c) of the Credit Agreement; all such amounts, together with such interest thereon, shall be a part of the secured indebtedness and shall be secured by this Mortgage. ARTICLE III Assignment of Rents, Accounts, and Proceeds Section 3.1. Assignment. Except as set forth in Section 3.2, below, as additional security for the payment and performance in full of the obligations referred to in Section 1.3 hereof, Mortgagor absolutely, presently, unconditionally and irrevocably assigns, transfers and sets over to the Administrative Agent, and grants to the Administrative Agent, all of the Mortgagor's estate, right, title, interest, claim and demand, as landlord or lessor, under any and all of the Leases, and does further hereby absolutely, presently, unconditionally and irrevocably assign, transfer and set over to Administrative Agent all Rents, together with the immediate and continuing right to collect and receive such Rents. Mortgagor directs and instructs any and all payors of Rents to pay to Administrative Agent all of the Rents until such time as such payors have been furnished with evidence that all secured indebtedness has been paid and that this Mortgage has been released. Mortgagor agrees that no payors of Rents shall have any responsibility for the application of any funds paid to Administrative Agent. While the above assignment is an absolute assignment and not an assignment for additional security only, the Administrative Agent hereby grants to the Mortgagor a license to collect and apply the Rents and to enforce the obligations of tenants and other counterparties under the Leases. Immediately