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200313223
<br />Proceeds, after deducting therefrom all actual costs and expenses
<br />(regardless of the particular nature thereof and whether incurred with
<br />or without suit), including attorneys' fees actually incurred by it in
<br />connection with such Condemnation, to any Obligation and in such
<br />order as Beneficiary may determine, or to apply all such Condemna-
<br />tion Proceeds, after such deductions, to the restoration of the Trust
<br />Estate upon such conditions as Beneficiary may determine. Such
<br />application or release shall not extend or postpone the due date of
<br />any payment due under any Loan Instrument, or cure or waive any
<br />Event of Default hereunder. If the Condemnation Proceeds are
<br />applied to the obligations and exceed the amount of the Obligations
<br />and any expenses of Beneficiary described above, the excess shall
<br />be paid by Beneficiary to Trustor.
<br />4. Assignment of Rents. As additional security hereunder, Trustor does hereby
<br />absolutely and unconditionally bargains, sells, grants, transfers, conveys, and assigns to Beneficiary
<br />(a) the right of immediate use and possession of the Trust Estate and all personal property of Trustor
<br />available for the use of any Tenant or the operation of the Trust Estate (the "Personal Property ");
<br />(b) the Rents; (c) the Leases; (d) all guaranty agreements with respect to the Rents and the Leases;
<br />and (e) all of Trustor's right, title, and interest in and to all claims and right to payment of money
<br />at any time arising in connection with any rejection or breach of any of the Leases by the tenant(s)
<br />with respect thereto or any trustee for such tenant(s) under Section 365 of the United States
<br />Bankruptcy Code. Notwithstanding that this assignment is a present assignment, Beneficiary hereby
<br />consents to Trustor's collection and retention of such Rents as they accrue and become payable
<br />so long as no Event of Default shall have occurred hereunder. Upon any Event of Default,
<br />Beneficiary may at any time, either in person, by agent, or by a receiver to be appointed by a court,
<br />without notice and without regard to the adequacy of any security for the Obligations:
<br />a. in its own name or in the name of Trustor, sue for or otherwise collect,
<br />settle, or compromise the Rents, including those past due and unpaid,
<br />and apply the same, less costs and expenses of operation and
<br />collection, including reasonable attorneys' fees, to any of the
<br />Obligations, and in such order as Beneficiary may determine;
<br />b. perform such acts of repair or protection as may be necessary or
<br />proper to conserve the value of the Trust Estate, and apply the Rents
<br />to Beneficiary's expenses incurred in performing such acts;
<br />C. eject a Tenant, fill vacancies, cancel, modify, and enforce the Leases,
<br />and lease the Trust Estate or any part thereof for such rental, term,
<br />and upon such conditions as Beneficiary's judgment may dictate;
<br />d. enter into and hold, occupy, possess and enjoy the Trust Estate;
<br />e. obtain, cancel, and modify any Policy covering all or any part of the
<br />Trust Estate, use the Rents to pay the premiums with respect to the
<br />Policies, adjust any loss or damage thereunder, and enforce any
<br />other rights of Trustor thereunder;
<br />contest, compromise, and settle any tax assessment or other charge
<br />levied or assessed upon all or any part of the Trust Estate, and use
<br />the Rents to pay any such charges; and
<br />g. execute and deliver any and all instruments deemed by Beneficiary
<br />to be necessary or appropriate in connection with the exercise of any
<br />right, power, or authority granted herein.
<br />Any application of Rents to any obligation or other action taken pursuant to this Section shall
<br />not extend or postpone the due date of the payments as provided in any Loan Document, change
<br />the amount of such payments, or cure an event of default thereunder. Upon an Event of Default
<br />hereunder Trustor agrees to promptly deliver any Rents in its possession to Beneficiary. Delivery
<br />of written notice of Beneficiary's exercise of the rights granted herein to a Tenant under a Lease
<br />shall be sufficient to require said Tenant to pay Rent to Beneficiary until further notice, and Trustor
<br />hereby directs the tenant to deliver the Rent to Beneficiary upon receipt of such notice.
<br />L0553199.1 -6-
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