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proceeds of the same, less any such item as may be released from the lien of this Mortgage
<br /> pursuant to the terms hereof or of the Loan Agreement;
<br /> (g) All leases, including the Lease and other agreements permitted under the
<br /> Lease, including without limitation insurance contracts pertaining to the occupancy, use,
<br /> possession or enjoyment of all or any part of the Mortgaged Property, now or hereafter
<br /> entered into, and any modification, renewal or extension thereof, and all guarantees of the
<br /> lessees', tenants', or occupants' obligations thereunder, including without limitation
<br /> deposits of cash or securities (collectively, and hereafter together with the Lease, the
<br /> "Leases"), and all of the rents, royalties, issues, profits, revenue, income, unearned
<br /> insurance premiums and other benefits hereafter accruing under any Leases or otherwise
<br /> arising from the ownership, occupancy, use, possession or enjoyment of all or any part of
<br /> the Mortgaged Property(collectively, the "Rents and Profits");
<br /> (h) All (a) awards or payments, including interest thereon and the right to
<br /> receive the same, growing out of or resulting from any exercise of the power of eminent
<br /> domain(including the taking of all or any part of the Mortgaged Property, or any alteration
<br /> of the grade of any street upon which the Mortgaged Property abuts, or any other injury to,
<br /> taking of, or decrease in the value of the Mortgaged or any part thereof); (b) any unearned
<br /> premiums on any hazard,casualty,liability, or other insurance policy carried for the benefit
<br /> of the Mortgagor and/or the Mortgagee with respect to the Mortgaged Property; and(c) all
<br /> rights of the Mortgagor in, to, under, by virtue of, arising from or growing out of any and
<br /> all present or future contracts, instruments, accounts, insurance policies, permits, licenses,
<br /> plans, appraisals, reports, paid fees, choses-in-action, accounts receivable, subdivision
<br /> restrictions or declarations or other intangibles whatsoever now or hereafter dealing with,
<br /> affecting or concerning the Mortgaged Property, the improvements thereto, or any portion
<br /> thereof or interest therein, including but not limited to (i) all contracts, plans and permits
<br /> for or related to the Mortgaged Property or its development or the construction or
<br /> refurbishing of improvements on the Mortgaged Property; (ii) any agreements for the
<br /> provision of utilities to the Mortgaged Property; (iii)all payment,performance and/or other
<br /> bonds; (iv) any contracts now existing or hereafter made for the sale by Mortgagor of all
<br /> or any portion of the Mortgaged Property, including any deposits paid by any purchasers
<br /> (howsoever such deposits may be held) and any proceeds of such sales contracts, including
<br /> any purchase-money notes and mortgages made by such purchasers; (v) any declaration of
<br /> condominium, restrictions, covenants, easements or similar documents now or hereafter
<br /> recorded against the title to all or any portion of the Mortgaged Property; and (vi) all
<br /> proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or
<br /> liquidated claims, including without limitation proceeds of insurance and condemnation
<br /> awards;
<br /> (i) All of the Mortgagor's rights to enter into any lease or lease agreement
<br /> regarding all or any part of the Mortgaged Property, and all of the Mortgagor's rights to
<br /> encumber the Mortgaged Property further for debt, the Mortgagor hereby(a)representing,
<br /> as of the date hereof, there are no encumbrances to secure debt prior or junior to this
<br /> Mortgage; and (b) covenanting that there are to be none as of the date when this Mortgage
<br /> is recorded (except the debt evidenced by this Mortgage); and
<br /> 6
<br /> 73092175v4
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