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200112870
<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 Trustor of any covenant or agreement of Trustor in this Instrument, Trustor shall have a
<br />revocable license to collect and receive all rents and revenues of the Property as trustee for the benefit of
<br />Lender and Trustor, to apply the rents and revenues so collected to the sums secured by this Instrument in
<br />the order provided in paragraph 3 hereof, with the balance, so long as no such breach has occurred, to the
<br />account of Trustor, it being intended by Trustor and Lender that this assignment of rents and revenues
<br />constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of
<br />written notice by Lender to Trustor of the breach by Trustor and/or any Borrower or Borrowers of any
<br />covenant or agreement of Trustor in this Instrument, or the Loan Documents, and without the necessity of
<br />Lender entering upon and taking and maintaining full control of the Property in person, by agent or by a
<br />court- appointed receiver, Lender shall immediately be entitled to possession of all rents and revenues of
<br />the Property as specified in this paragraph as the same become due and payable, including but not limited
<br />to rents and revenues then due and unpaid, and all such rents and revenues shall immediately upon
<br />delivery of such notice be held by Trustor as trustee for the benefit of Lender only; provided, however,
<br />that the written notice by Lender to Trustor of the breach by Trustor and/or any Borrower or Borrowers
<br />shall contain a statement that Lender exercises its rights to such rents and revenues. Trustor agrees that
<br />commencing upon delivery by Lender to Trustor of such written notice of a breach by Trustor or any
<br />Borrower or Borrowers, each tenant or user of the Property shall make such rents and revenues payable to
<br />and pay such rents and revenues to Lender or Lender's agents on Lender's written demand therefore,
<br />without any liability on the part of said tenant or user to inquire further as to the existence of a default by
<br />Trustor.
<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 Borrower's 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 Trustor's or any
<br />other Borrower's breach of any covenant or agreement contained in this Instrument or in the Loan
<br />Documents, such shall be appointed as provided in Paragraph 21 below. Trustor hereby expressly
<br />consents to the appointment of such receiver. Lender or the receiver shall be entitled to receive a
<br />reasonable fee for so managing the Property.
<br />All rents and revenues collected subsequent to delivery of written notice by Lender to Trustor of
<br />the breach by Trustor and/or by any other Borrower of any covenant or agreement contained in this
<br />Instrument or in the Loan Documents shall be applied first to the cost, if any, of taking control of and
<br />managing the Property and collecting the rents and revenues, including, but not limited to, attorneys' fees,
<br />receiver's fees, premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance
<br />policies, taxes, assessments and other charges on the Property, and the costs of discharging any obligation
<br />or liability of Trustor as lessor or landlord of the Property, and then to the sums secured by this
<br />Instrument. Lender or the receiver shall have access to the books and records used in the operation and
<br />maintenance of the Property and shall be liable to account only for those rents and revenues actually
<br />received. Lender shall not be liable to Borrower, Trustor, anyone claiming under or through Trustor, or
<br />anyone having an interest in the Property by reason of anything done or left undone by Lender under this
<br />paragraph.
<br />If the rents and revenues of the Property are not sufficient to meet the costs, if any, of taking
<br />control of and managing the Property and collecting the same, any funds expended by Lender for such
<br />purposes shall become indebtedness of Borrowers to Lender secured by this Instrument pursuant to the
<br />terms hereof. Unless Lender and Borrowers agree in writing to other terms of payment, such amounts
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