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200112868
<br />right to set -off or take such other steps as shall effectively discharge such set -off and as shall assure that
<br />rents thereafter due shall continue to be payable without set -off or deduction.
<br />17. [INTENTIONALLY DELETED]
<br />18. ASSIGNMENT OF RENTS AND REVENUES; APPOINTMENT OF RECEIVER;
<br />LENDER IN POSSESSION. As part of the consideration for the loan evidenced by the Note, Trustor
<br />hereby absolutely and unconditionally assigns and transfers to Lender all the rents and revenues of the
<br />Property, including those now due, past due, or to become due by virtue of any lease or other agreement
<br />for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues
<br />of the Property are payable. Trustor hereby authorizes Lender or Lender's agents to collect the rents and
<br />revenues and hereby directs each tenant or user of the Property to pay such rents and revenues to Lender
<br />or Lender's agents; provided, however, that prior to written notice given by Lender to Trustor of the
<br />breach by Borrowers of any covenant or agreement of Borrowers in this Instrument or the other Loan
<br />Documents, and failure to cure during any applicable cure period, Trustor shall have a revocable license
<br />to collect and receive all rents and revenues of the Property as trustee for the benefit of Lender and
<br />Trustor, to apply the rents and revenues so collected to the sums secured by this Instrument in the order
<br />provided in paragraph 3 hereof, with the balance, so long as no such breach has occurred, to the account
<br />of Trustor, it being intended by Trustor and Lender that this assignment of rents and revenues constitutes
<br />an absolute assignment and not an assignment for additional security only. Upon delivery of written
<br />notice by Lender to Trustor of an uncured default by Borrowers of any covenant or agreement in this
<br />Instrument or the other Loan Documents, and without the necessity of Lender entering upon and taking
<br />and maintaining full control of the Property in person, by agent or by a court- appointed receiver, Lender
<br />shall immediately be entitled to possession of all rents and revenues of the Property as specified in this
<br />paragraph as the same become due and payable, including but not limited to rents and revenues then due
<br />and unpaid, and all such rents and revenues shall immediately upon delivery of such notice be held by
<br />Trustor as trustee for the benefit of Lender only; provided, however, that the written notice by Lender to
<br />Trustor of the breach by Borrowers shall contain a statement that Lender exercises its rights to such rents
<br />and revenues. Trustor agrees that commencing upon delivery by Lender to Trustor of such written notice
<br />of a breach, each tenant or user of the Property shall make such rents and revenues payable to and pay
<br />such rents and revenues to Lender or Lender's agents on Lender's written demand therefore, without any
<br />liability on the part of said tenant or user to inquire further as to the existence of a default by Borrowers.
<br />Trustor hereby covenants that Trustor has not executed any prior assignment of said rents or
<br />revenues, that Trustor has not performed, and will not perform, any acts or has not executed, and will not
<br />execute, any instrument which would prevent Lender from exercising its rights under this paragraph, and
<br />that at the time of execution of this Instrument there has been no anticipation or prepayment of any of the
<br />rents or revenues of the Property for more than one month prior to the due dates of the same. Trustor
<br />covenants that Trustor will not hereafter collect or accept payment of any rents or revenues of ,the
<br />Property more than one month prior to the due date of the same. Trustor further covenants that Trustor
<br />will execute and deliver to Lender such further assignments of rents and revenues of the Property as
<br />Lender may from time to time request.
<br />Upon Borrowers' uncured material default in any covenant or agreement contained in this
<br />Instrument or the other Loan Documents, Lender may, in person, by agent or by a court appointed
<br />receiver, regardless of the adequacy of Lender's security, enter upon and take possession and maintain full
<br />control of the Property in order to perform all acts necessary and appropriate for the operation and
<br />maintenance thereof and the conducting thereon of any business or businesses then being conducted by
<br />Trustor including, but not limited to, the execution, cancellation or modification of leases, the collection
<br />of all rents and revenues of the Property, the making of repairs to the Property and the execution or
<br />termination of contracts providing for the management or maintenance of the Property or the conducting
<br />of such businesses thereon, all on such terms as are deemed best to protect the security of this Instrument.
<br />In the event Lender elects to seek the appointment of a receiver for the Property upon Borrowers' breach
<br />of any covenant or agreement contained in this Instrument or the other Loan Documents, such shall be
<br />appointed as provided in Paragraph 21 below. Trustor hereby expressly consents to the appointment of
<br />such receiver. Lender or the receiver shall be entitled to receive a reasonable fee for so managing the
<br />Property.
<br />All rents and revenues collected subsequent to delivery of written notice by Lender to Trustor of
<br />the breach by Borrowers of any covenant or agreement contained in this Instrument or the other Loan
<br />Documents shall be applied first to the cost, if any, of taking control of and managing the Property and
<br />collecting the rents and revenues, including, but not limited to, attorneys' fees, receiver's fees, premiums
<br />on receiver's bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments
<br />and other charges on the Property, and the costs of discharging any obligation or liability of Trustor as
<br />lessor or landlord of the Property, and then to the sums secured by this Instrument. Lender or the receiver
<br />shall have access to the books and records used in the operation and maintenance of the Property and shall
<br />be liable to account only for those rents and revenues actually received. Lender shall not be liable to
<br />Borrowers, anyone claiming under or through Borrowers, or anyone having an interest in the Property by
<br />reason of anything done or left undone by Lender under this paragraph.
<br />59373 -1
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