|
<br />20071 0 1 4 ,1
<br />
<br />Improvements in any manner (the "Tangible Personalty") and all proceeds of the Tangible
<br />Personalty (hereinafter, the Land, the Improvements, the Tangible Personalty and the other
<br />property and interests in property described above may be collectively referred to as the
<br />"Premises");
<br />
<br />TO HAVE AND HOLD the same, together with all privileges, hereditaments, easements
<br />and appurtenances thereunto belonging, to the Trustee, for the benefit of the Administrative
<br />Agent, as security for the Secured Obligations.
<br />
<br />As additional security for the Secured Obligations, the Grantor hereby transfers and
<br />assigns to the Administrative Agent and grants to the Administrative Agent a security interest
<br />under the Uniform Commercial Code (as defined herein) in all right, title and interest of the
<br />Grantor in and to all of the following:
<br />
<br />(1) All security deposits, rents, issues, profits and revenues, including, without
<br />limitation, rights to payment earned under leases for space in the Improvements for the operation
<br />of ongoing retail businesses such as newsstands, barbershops, beauty shops, physicians' offices,
<br />pharmacies and specialty shops, of the Premises from time to time accruing (the "Rents and
<br />Profits") and all existing and future leases, subleases, licenses and other agreements for the use
<br />and occupancy of all or part of the Premises, together with all guarantees of the lessees'
<br />obligations thereunder (collectively, the "Leases"), whether oral or written, for a definite term or
<br />month-to-month. This assignment shall extend to and cover any and all extensions and renewals
<br />and future Leases and to any and all present and future rights against guarantor(s) of any such
<br />obligations and to any and all Rents and Profits collected under the Leases or derived from the
<br />Premises. In pursuance of this assignment, and not in lieu hereof, the Grantor shall, upon request
<br />from the Administrative Agent, execute and deliver to the Administrative Agent separate specific
<br />assignments of rents and leases covering some or all of the Leases, the terms of such assignments
<br />being incorporated herein by reference. This assignment is absolute and effective immediately
<br />and without possession; however, the Grantor shall have a revocable license to receive, collect
<br />and enjoy the Rents and Profits accruing from the Premises until an Event of Default has
<br />occurred. Upon the occurrence of any Event of Default, the license shall be revoked
<br />automatically, without need of notice, possession, foreclosure or any other act or procedure, and
<br />all Rents and Profits assigned hereby shall thereafter be payable to the Administrative Agent.
<br />PROVIDED ALWAYS, however, that if the Grantor or Guarantors shall completely, fully and
<br />finally pay, perform, discharge and satisfy each and all of the Secured Obligations, then this
<br />assignment and the estates and interests hereby granted and created shall terminate.
<br />
<br />(2) All insurance policies and proceeds thereof, condemnation awards, any and all
<br />leases of personal property (including equipment leases), rental agreements, sales contracts,
<br />management contracts, franchise agreements, construction contracts, architects' contracts,
<br />technical services agreements and other contracts, licenses and pennits now or hereafter
<br />affecting the Premises, all accounts with respect to the Premises, including rights to payment for
<br />goods sold or leased or to be sold or leased or for services rendered or to be rendered), escrows,
<br />documents, instruments, chattel paper, claims, deposits and general intangibles, as the foregoing
<br />terms are defined in the Unifoml Commercial Code in effect in the State in which the Premises is
<br />located, as amended from time to time (the "Uniform Commercial Code"), and all franchises,
<br />
<br />CHAR2\1056R08v2
<br />
<br />3
<br />
|