201105534 - Laserfiche WebLink

Browse

�:- ��, �� -��ORDfD ';' 2 0110 4 91 � 20��.0��4 of the Mortgaged Properiy as above described, advise any party in writing as to the extent of Beneficiary's interest therein and/or expressly disaffirm in writing any rights, interests, obligations, duries and/or liabilities with respect to such Mortgaged Properiy or matters related thereto. Without limiting the generality of the foregoing, it is understood and agreed that Beneficiary shall have no obligations, duties or liabiliries prior to or after acquisition of title to any portion of the Mortgaged Property, as lessee under any lease or pwchaser or seller under any contract or option unless Beneficiary elects otherwise by written notification. ARTICLE 3- ASSIGNMENT OF LEASES AND RENTS Section 3.1 Assignment. As additional security for the Obligations, Trustor hereby absolutely, presently and unconditionally grants, assigns, transfers and pledges to Beneficiary all Rents (hereinafter defined) and a11 of Trustor's rights in and under all Leases (hereinafter defined). Trustor shall have a revocable license (the "License") to collect the Rents, subject to the provisions of Section 3.2 herein, until an event of default occurs under the Loan. Upon the occurrence of a default hereunder, Beneficiary shall have the right, power and privilege (but shall be under no duty) to terminate the License, demand possession of the Rents, which demand shall to the fullest ea�tent permitted by applicable law be sufficient action by Beneficiary to entitle Beneficiary to immediate and direct payment of the Rents (including delivery to Beneficiary of Rents collected for the period in which the demand occurs and for any subsequent period), for application as provided in this Deed of Trust, all without the necessity of any further action by Beneficiary, including, without limitation, any action to foreclose the lien of this Deed of Trust or to obtain possession of the Land, Improvements or any other portion of the Mortgaged Properiy. Trustor hereby authorizes and directs the tenants under the Leases to pay Rents to Beneficiary upon written demand by Beneficiary, without further consent of Trustor, without any obligarion to determine whether a default has in fact occurred and regardless of whether Beneficiary has taken possession of any portion of the Mortgaged Property, and the tenants may rely upon any written statement delivered by Beneficiary to the tenants. Any such payment to Beneficiary shall consritute payment to Trustor under the Leases, and Trustor hereby appoints Beneficiary as Trustor's lawful attorney-in-fact for giving, and Beneficiary is hereby empowered to give, acquittance to any tenants for such payments to Beneficiary after a default. As used herein: (i) "Lease" means each existing or future lease including the Ground Lease, sublease (to the extent of Trustor's rights thereunder) or other agreement under the terms of which any person has or acquires any right to occupy or use the Mortgaged Property, or any part thereof, or interest therein, and each existing or future guaranty of payment or performance thereunder, and all extensions, renewals, modifications and replacements of each such lease, sublease, agreement or guaranty; and (ii) "Rents" means all of the rents, revenue, income, profits and proceeds derived and to be derived from the Mortgaged Property or arising from the use of enjoyment of any portion thereof or from any Lease, including but not limited to liquidated damages following default under any such Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by darnage to any part of the Mortgaged Property, all of Trustor's rights to recover monetary amounts from any tenant in bankruptcy including, without limitation, rights of recovery for use and occupancy and damage claims arising out of Lease defaults, including, rejections, under any applicable Debtor Relief Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter be or become due and payable to Trustor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and all future oil, gas, mineral and mining leases covering the Mortgaged Property or any part thereof, and a11 proceeds and other amounts paid or owing to Trustor under or pursuant to any and all contracts all bonds relating to the construction or renovation of the Mortgaged Property. Section 3.2 Covenants, Representations and Warranties Concerning Leases and Rents. Trustor covenants, represents and warrants that: (i) Trustor has good title to, and is the owner of the entire lessor's interest in, the Leases and Rents (if any) hereby assigned and has the authority to assign them; (ii) a11 Leases (if any) are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (iii) unless otherwise stated in a Permitted Encumbrance, no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (iv) no Rents have been waived, released, discounted, set off or compromised in any material respect; (v) except as stated in the Leases, Trustor has not received any material amount of funds or deposits from any tenant for which credit has not akeady been made on account of accrued Rents; (vi) Trustor shall perform all of its obligations under the Leases and enforce the tenants' obligations under the Leases to the eactent enforcement is prudent under the circumstances; (vii) Trustor will not without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any Lease after the date hereof, or, in any rnaterial respect, DOCS/1045503.1 10