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20010725C
<br />TOGETHER WITH (i) all the estate, right, title and interest, if any, which the
<br />Grantor may now have or hereafter acquire, in and to all judgments, insur=ance proceeds,
<br />awards of damages and settlements resulting from condemnation proceedings or the taking of
<br />the Real Property, or any part thereof, under the power of eminent domain or for any damage
<br />(whether caused by such taking or otherwise) to the Real Property, the Personal Property or
<br />any part thereof, or to any rights appurtenant thereto, and all proceeds of any sales or other
<br />dispositions of the Real Property, the Personal Property or any part thereof; and the
<br />Beneficiary is hereby authorized to collect and receive said awards and proceeds and to give
<br />proper receipts and acquittances therefor, and to apply the same as provided for herein; and (ii)
<br />all contract rights, general intangibles, actions and rights in action, relating to the Real
<br />Property, or the Personal Property, including, without limitation, all rights to insurance
<br />proceeds and unearned premiums arising from or relating to the Real Property or damage to
<br />the Real Property; and (iii) all proceeds, products, replacements, additions, substitutions,
<br />renewals and accessions of and to the Real Property or the Personal Property. (The rights and
<br />interests described in this paragraph shall hereinafter be called the "Intangibles.")
<br />Grantor does hereby absolutely and unconditionally pledge and assign to
<br />Beneficiary from and after the date hereof (including any period of redemption), primarily and
<br />on a parity with said real estate, and not secondarily, all the rents, issues and profits of the
<br />Real Property and all rents, issues, profits, revenues, royalties, bonuses, rights and benefits
<br />due, payable or accruing (including all deposits of money as advance rent, for security or as
<br />earnest money or as down payment for the purchase of all or any part of the Real Property or
<br />the Personal Property) (the "Rents ") under any and all present and future leases, subleases,
<br />contracts or other agreements relative to the ownership of the Real Property or the Personal
<br />Property or to the occupancy of all or any portion of the Real Property and does hereby
<br />transfer and assign to Beneficiary all such leases and agreements (including all Grantor's rights
<br />under any contracts for the sale of any portion of the Mortgaged Property (as hereinafter
<br />defined) and all revenues and royalties under any oil, gas and mineral leases relating to the
<br />Real Property) (the "Leases ") and gives to and confers upon Beneficiary the right, power and
<br />authority to collect such Rents and to apply the same to the Obligations. Notwithstanding
<br />anything to the contrary contained herein or in the Note, so long as no Event of Default shall
<br />have occurred, Grantor shall have a license, revocable upon the occurrence of an Event of
<br />Default to collect all Rents, and to first apply the same to the Obligations as and when due and
<br />thereafter to retain, use and enjoy the same and to otherwise exercise all rights with respect
<br />thereto, subject to the terms hereof. Upon the occurrence of an Event of Default, Beneficiary
<br />shall have the right, on written notice to Grantor, to terminate and revoke the license
<br />hereinafter granted to Grantor and shall have the complete right and authority then or
<br />thereafter to exercise and enforce any and all of its rights and remedies provided herein or by
<br />law or in equity. Grantor further agrees to execute and deliver such assignments of leases or
<br />assignments of contracts as Beneficiary may from time to time request. In the event of an
<br />Event of Default, (1) the Grantor agrees, upon demand, to deliver to the Beneficiary all of the
<br />Leases with such additional assignments thereof as the Beneficiary may request and agrees that
<br />the Beneficiary may assume the management of the Real Property, and collect the Rents,
<br />applying the same against the Obligations in such order and manner as Beneficiary shall
<br />determine in its sole discretion, subject to applicable law, and (2) the Grantor hereby
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<br />003.302830.1
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