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201007174
<br />specific assignments of rents and leases covering some or all of the Leases, the terms of such
<br />assignments being incorporated herein by reference. This assignment is absolute and effective
<br />immediately and without possession; however, such Grantor shall have a revocable license to
<br />receive, collect and enjoy the Rents and Profits accruing from the Premises until an Event of
<br />Default has 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 Agent.
<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 permits now or hereafter
<br />affecting the Premises, all accounts relating to the Premises, including rights to payment for
<br />goods sold or leased or to be sold or leased ar 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 Uniform 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 />trade names, trademarks, symbols, service mazks, books, records, plans, specifications, designs,
<br />drawings, permits, licenses, contract rights (including, without limitation, any contract with any
<br />architect or engineer or with any other provider of goods or services for or in connection with
<br />any construction, repair or other work upon the Premises, and any contract for management or
<br />any other provision of service in connection with the Premises), approvals, actions, refunds of
<br />real estate taxes and assessments and any other governmental impositions related to the
<br />Premises, approvals, actions and causes of action that now or hereafter relate to, are derived from
<br />or are used in connection with the Premises, or the use, operation, maintenance, occupancy or
<br />enjoyment thereof or the conduct of any business or activities thereon (all of the foregoing being
<br />the "Intan_gible Personalty") or any part thereof, and such Grantor agrees to execute and deliver
<br />to the Agent such additional instruments, in form and substance reasonably satisfactory to the
<br />Agent, as may hereafter be reasonably requested by the Agent to evidence and confirm said
<br />assignment; provided, however, that acceptance of any such assignment shall not be construed as
<br />a consent by the Agent to any lease, rental agreement, management contract, franchise
<br />agreement, construction contract, technical services agreement or other contract, license or
<br />permit, or to impose upon the Agent any obligation with respect thereto.
<br />(3) All proceeds, products, offspring, rents and profits from any of the foregoing,
<br />including, without limitation, those from sale, exchange, transfer, collection, loss, damage,
<br />disposition, substitution or replacement of any of the foregoing.
<br />All the Tangible Personalty which comprises a part of the Premises shall, as far as
<br />permitted by law, be deemed to be "fixtures" affixed to the aforesaid Land and conveyed
<br />therewith. As to the balance of the Tangible Personalty and the Intangible Personalty, this
<br />Security Instrument shall be considered to be a security agreement which creates a security
<br />interest in such items for the benefit of the Agent. In that regard, such Grantor grants to the
<br />Agent all of the rights and remedies of a secured party under the Uniform Commercial Code and
<br />grants to the Agent a security interest in all of the Tangible Personalty and the Intangible
<br />Personalty.
<br />CHARI\1182503v1
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