Common use of Assignment of Rents and Leases Clause in Contracts

Assignment of Rents and Leases. (a) Borrower hereby presently assigns to Agent all of Borrower’s right, title and interest in and to any Leases, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned herein.

Assignment of Rents and Leases. The Grantor also irrevocably and absolutely assigns the Rents and Profits to the Beneficiary. Notwithstanding any contrary provisions hereof, this assignment is intended to effect an absolute and immediate assignments from the Grantor to the Lender of the Rents and Profits and not merely the creation of a lien thereon or a security interest therein. The Grantor shall have a license (athe "Grantor's License") Borrower hereby presently assigns to Agent all of Borrower’s right, title manage and interest in operate the Project and to any Leasescollect, receive and apply for its own account all Rents as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profitsthey become due; provided, however, that the foregoing license Grantor's License shall cease and terminate upon the occurrence of an "Event of Default' (as defined below). Upon the termination of the Grantor's License, the Beneficiary, its agents and employees are hereby expressly and irrevocably authorized before, in conjunction with, or after acceleration of the Debentures, at the Beneficiary's option, to enter and take possession of the Property (a) by entry at the business or rental office of the Grantor, if any, located upon the Property, or (b) by written notice served personally upon or sent by registered or certified mail to the Grantor in accordance with the provisions of Section 6.2 of this Deed of Trust, as the Beneficiary may elect, and no further authorization shall be automatically revokedrequired. The Grantor irrevocably appoints the Beneficiary through any of its authorized officers as the Grantor's attorney-in-fact to do, upon and during any termination of the Grantor's license, all things which the Grantor might otherwise do with respect to the Property and the Rents and Profits thereon, including, without limitation, collecting rents, issues and profits with or without suit and applying the same, less expenses of collection, to cure a default under the Indebtedness (defined below) or to cure any action on Agent’s part"Event of Default" (defined below), in such manner as the Beneficiary may elect, leasing, in the name of the Grantor, the whole or any part of the Property which may become vacant, and employing agents therefore and paying such agents reasonable compensation for their services. The foregoing appointment of the Beneficiary as the attorney-in-fact for the Grantor constitutes a power coupled with an interest and, as such, is irrevocable. The powers and rights granted in this section shall be other remedies provided in this Deed of Trust upon the occurrence of an Event of Default. Notwithstanding Default and may be exercised independently of or concurrently with any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned hereinremedies.

Assignment of Rents and Leases. (i) Upon the occurrence of any Event of Default Lender may, at its option, in addition to the other remedies set forth in paragraph (a) above: (A) in the name, place and stead of Borrower and without becoming a mortgagee-in-possession (i) enter upon, manage and operate the Property or retain the services of one or more independent contractors to manage and operate all or any part of the Property; (ii) make, enforce, modify and accept surrender of the Lease; (iii) obtain or evict tenants, collect, sue for, fix or modify all tolls, rents, issues, profits, products, revenues and other income of the Property and every part thereof and enforce all rights of Borrower under the Lease; and (iv) perform any and all other acts that may be necessary or proper to protect the security of this Security Instrument. (B) with or without exercising the rights set forth in subparagraph (A) above, give or require Borrower to give notice of any or all tenants authorizing and directing them to pay all Rents directly to Lender; and (C) without regard to any waste, adequacy of the security or solvency of Borrower, apply for the appointment of a receiver of the Property, to which appointment Borrower hereby presently assigns consents, whether or not foreclosure proceedings have been commenced under this Security Instrument and whether or not a foreclosure sale has occurred. The exercise of any of the foregoing rights or remedies and the application of the Rents pursuant to Agent paragraph (ii) shall not cure or waive any Event of Default (or notice of default) under this Security Instrument or invalidate any act done pursuant to such notice. (ii) All Rents collected by Lender or any receiver each month shall be applied as follows: (A) to payment of all reasonable fees of Borrower’s right, title the receiver approved by the court; (B) to payment of all tenant security deposits then owing pursuant to the provisions of Minnesota Statutes Section 504B.178; (C) to payment of all prior or current real estate taxes and interest in and to any Leases, as defined hereinafter, special assessments with respect to the Property, or if this Security Instrument or any other instrument relating to the Debt requires periodic escrow payments for such taxes and assessments, to the escrow payments then due; (D) to payment of all rentspremiums then due for insurance required by the provisions of this Security Instrument, issues and profits or if this Security Instrument or any other instrument relating to the Debt requires periodic escrow payments for such premiums, to the escrow payments then due; (E) to payment of expenses incurred for normal maintenance of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or ; (F) if received prior to any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession foreclosure sale of the Property, to Lender for payment of the right to give notice Debt, but no such payment made after acceleration of the Debt shall affect such acceleration; (G) if received during or with respect to the tenants period of this assignmentredemption following a foreclosure sale of the Property: (1) if the purchaser at the foreclosure sale is not Lender, first to Lender to the extent of any deficiency of the sale proceeds to repay Debt and second to the purchaser to be retained as a credit to the redemption price, but if the Property is not redeemed, then to the purchaser of the Property; (2) if the purchaser at the foreclosure sale is Lender, to collect rentsLender to the extent of any deficiency of the sale proceeds to repay the Debt, issues and profits from the tenants and balance to enter onto be retained by Lender as a credit to the redemption price, but if the Property for is not redeemed, then to Lender, whether or not any such deficiency exists. The rights and powers of Lender under this paragraph (b) and the purpose application of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and Rents under this paragraph (b) shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession expiration of the Property (redemption period from any foreclosure sale, whether or some action equivalent thereto, such as securing not any deficiency remains after the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned hereinforeclosure sale.

Assignment of Rents and Leases. (a) Borrower The Grantor hereby presently irrevocably, absolutely and unconditionally assigns to Agent the Beneficiary all of Borrower’s the Grantor's right, title and interest in and to any Leases, as defined hereinafter, with respect all Leases and Rents. Subject to the Propertyterms of Section 5.02, it is intended by the Grantor that the assignments of Leases and all rentsRents contained in Sections 2.01(f) and 2.01(g) and this Section 5.01 are and shall be present, issues irrevocable, absolute and profits unconditional assignments of the PropertyLeases and Rents. “Lease” means every lease or occupancy agreement for Subject to the use or hire terms of all or any portion of this Article V, the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower Beneficiary grants to Agent, with or without Agent or any other Person (including, without limitation, the Grantor a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rentsreceive all Rents upon, issues but not prior to thirty (30) days before, the due date thereof and profits; providedto exercise all other rights of the Grantor under the Leases. If an Event of Default shall occur and be continuing, however, that the foregoing license shall be automatically revokedterminate and the Beneficiary shall have the absolute, without any action on Agent’s part, upon the occurrence immediate and continuing right to collect and receive all Rents and exercise all of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth hereinunder this Deed of Trust, then Borrower waives the other Loan Documents, and applicable law. (b) At the request of the Beneficiary, the Grantor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Rents and Leases or specific assignment of any Lease which the Beneficiary may require from time to time (all benefits in form and substance satisfactory to the Beneficiary) to effectuate, complete, perfect, continue or preserve the assignments of such laws the Leases and agrees that such laws shall be fully satisfiedRents under Section 2.01(f), without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Section 2.01(g) and Section 5.01(a). (c) If an Event of Default has occurred shall occur and that Agent intends be continuing, (i) the Grantor shall promptly pay to enforce the Beneficiary all Rents, all Rent prepayments and all security or other deposits paid to or held by the Grantor pursuant to any of the Leases, (ii) Rents received by the Beneficiary shall be applied by the Beneficiary in accordance with Section 6.05, and (iii) any security or other deposits actually received by the Beneficiary shall be held, applied and disbursed by the Beneficiary as provided in the applicable Leases and applicable law. Without impairing any of its rights hereunder or under any of the other Loan Documents, the Beneficiary may, at its option, at any time and from time to time, release to the Grantor any Rents received by the Beneficiary. (d) Neither the assignments of Rents and Leases contained in Section 2.01(f), Section 2.01(g) and this Section 5.01 nor the receipt of Rents by the Beneficiary shall effect or constitute a payment of the Obligations. No credit against the Obligations shall be given for any Leases and/or any rents, issues Rents received by the Beneficiary unless and profits assigned hereinuntil such Rents are received by the Beneficiary in the form of cash or immediately available funds and applied by the Beneficiary in accordance with Section 6.05.

Assignment of Rents and Leases. (a) Borrower In furtherance of and in addition to the assignment made by Grantor herein, Grantor hereby presently assigns absolutely and unconditionally assigns, sells, transfers and conveys to Agent Beneficiary all of Borrower’s its right, title and interest in and to any all Leases, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease whether now existing or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Grantor shall have a lessor revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or the likenot legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (any renewalssuch notice being hereby expressly waived by Grantor). (b) Grantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtain, extensions or other modifications thereofand that upon recordation of this Deed of Trust, Beneficiary shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Borrower grants Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to Agentbe fully perfected, with or without Agent or any other Person ("cxxxxx" and enforced as to Grantor and all third parties, including, without limitation, a receiver) taking possession any subsequently appointed trustee in any case under Title 11 of the PropertyUnited States Code (the "Bankruptcy Code"), without the right necessity of commencing a foreclosure action with respect to give notice to the tenants this Deed of this assignmentTrust, to collect rents, issues and profits from the tenants and to enter onto the Property making formal demand for the purpose of collecting the same and to let the Property and to apply such rentsRents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing obtaining the appointment of a receiverreceiver or taking any other affirmative action. (c) Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor and Beneficiary agree that (a) this Deed of Trust shall constitute a "security agreement" for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Grantor acquired before the commencement of a case in order for Agent bankruptcy and to “perfect” or otherwise “activate” its rights all amounts paid as Rents, and remedies as set forth herein, then Borrower waives (c) such security interest shall extend to all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely Rents acquired by the occurrence estate after the commencement of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights any case in any Leases and/or any rents, issues and profits assigned hereinbankruptcy.

Assignment of Rents and Leases. (aIn furtherance of and in addition to the assignment made by Mortgagor in Granting Clause A(iii) Borrower of this Mortgage, Mortgagor hereby presently assigns absolutely and ---------------------- unconditionally assigns, sells, transfers and conveys to Agent Mortgagee all of Borrower’s its right, title and interest in and to any all Leases, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease whether now existing or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower all of its right, title and interest in and to all Rents. It is the intention of Mortgagor and Mortgagee that this assignment be treated and construed as an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a lessor or license from Mortgagee to exercise all rights extended to the likelandlord under the Leases, including the right to observe, perform, comply with and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession discharge all of the Propertyobligations of the landlord thereunder, the right to give notice demand and receive performance under the Leases, the right to enforce all rights and exercise all remedies under the tenants of this assignmentLeases, the right to terminate or amend any Lease and the right to receive and collect rents, issues and profits from the tenants all Rents and to enter onto use the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profitssame; provided, however, that such rights may ----------------- be exercised by Mortgagor only to the foregoing license shall be automatically revoked, without any action on Agent’s part, upon extent they are not restricted under the Financing Agreements. Upon the occurrence and during the continuance of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Defaultwhether or not legal proceedings have commenced, and if there is any applicable law requiring Agent without regard to take possession waste, adequacy of security for the Property (Obligations or some action equivalent theretosolvency of Mortgagor, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights license herein granted shall automatically expire and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfiedterminate, without notice by Mortgagee (any action on Agent’s part, solely such notice being hereby expressly waived by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned hereinMortgagor).

Assignment of Rents and Leases. (a) Borrower As further security for the Secured Obligations, Mortgagor hereby presently absolutely and irrevocably grants, conveys, pledges, hypothecates, transfers and assigns to Agent unto Mortgagee all Rents now or hereafter due or payable for the occupancy or use of Borrower’s right, title and interest in and to the Property or any Leases, as defined hereinafter, with respect to the Propertyportion thereof, and all rentsleases and subleases, issues and profits of whether written or oral, with all security therefore, including without limitation, all guaranties thereof, now or hereafter affecting the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower This is a lessor or the like, present and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject not an assignment for security purposes only, and Mortgagee’s right to the license herein granted to Borrower and Borrower’s obligations hereunderRents is not contingent upon, and shall continue in effect until may be exercised without possession of, the Obligations are fully paid and performedProperty. Agent hereby grants Mortgagee confers upon Mortgagor a revocable license to Borrower (“License”) to collect and use such rentsretain the Rents as they become due and payable, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon until the occurrence of an Event of Default. Notwithstanding Mortgagor represents, warrants, and covenants to and with Mortgagee that (a) the Rents have not been sold, assigned, transferred or set over by any law instrument now in force and will not at any time during the term of this assignment be sold, assigned, transferred or set over; and (b) Mortgagor has the right to sell, assign, transfer and set over the contraryRents and to grant to and confer upon Mortgagee the rights, if there is interests, powers and authorities granted and conferred by this Mortgage. Upon the occurrence and during the continuation of an Event of Default, the License shall automatically be revoked and Mortgagee may, at its option, without notice, and whether or not the Secured Obligations shall have been declared due and payable, either in person or by agent, or by a receiver to be appointed by a court, with or without bringing any action or proceeding (a) enter upon, take possession of, manage and operate the Property, or any part thereof (including without limitation, making necessary repairs, alterations and improvements to the Property); (b) make, cancel, enforce or modify leases; (c) obtain and evict tenants; (d) fix or modify Rents; (e) do any acts which Mortgagee deems reasonably proper to protect the security of this Mortgage, and (f) either with or without taking possession of the Property, in its own name or in the name of Mortgagor, collect and receive all or any Rents, including without limitation, those past due and unpaid. Upon written notice from Mortgagee, all tenants of and other obligors with respect to the Property hereby are directed by Mortgagor to pay promptly all Rents as they fall due to Mortgagee without further notice from Mortgagor. In connection with the foregoing, Mortgagee shall be entitled and empowered to employ attorneys and management, rental and other agents in and about the Property to effect the matters which Mortgagee is empowered to do, and if there Mortgagee shall itself effect such matters, Mortgagee shall be entitled to charge and receive such reasonable management, rental and other fees as may be customary in the area in which the Property is located; and the reasonable fees, charges, costs and expenses of Mortgagee or such persons shall be so much additional indebtedness subject to the terms of this Mortgage. Mortgagee may apply all funds collected as aforesaid, less costs and expenses of operation and collection, including without limitation, reasonable attorneys’ and agents’ fees, charges, costs and expenses, upon any applicable law requiring Agent to take indebtedness in accordance with the terms of the Intercreditor Agreement. The entering upon and taking possession of the Property (or some action equivalent thereto, such as securing and the appointment collection of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights Rents and remedies the application thereof as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws in this Mortgage shall be fully satisfied, without not cure or waive any action on Agent’s part, solely default or invalidate any act done by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned hereinMortgagee.

Assignment of Rents and Leases. (a) The assignment, grant and conveyance of the Leases, Rents and all other rents, income, proceeds and benefits of the Collateral contained in the granting clause of this Instrument shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided that, until an Event of Default has occurred, a license is hereby given to Borrower hereby presently assigns to Agent collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in accordance with all of Borrower’s rightthe other terms, title conditions and interest in provisions hereof and to any of the Leases, as defined hereinaftercontracts, agreements and other instruments with respect to which such payments are made. Upon the Propertyoccurrence of an Event of Default, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which such license shall be in effect on the date hereofrevoked and shall terminate, or which shall hereafter be entered into, immediately and by which automatically without notice to Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants extent permitted by law), and shall not be reinstated upon a cure of this assignment, to collect rents, issues and profits from such Event of Default without the tenants and to enter onto the Property for the purpose express written consent of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the ObligationsLender. This Such assignment shall be an absolute assignment, subject to fully effective without any further action on the license herein granted to part of Borrower and Borrower’s obligations hereunderor Lender, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license Lender shall be automatically revokedentitled, without any action on Agent’s partat its option, upon the occurrence of an Event of Default hereunder, to collect, receive and apply all Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in any escrowed sums or deposits or any portion thereof or interest therein, whether or not Lender takes possession of the Collateral or any part thereof. The collection of such amounts by Lender shall in no way waive the right of Lender to foreclose this Instrument in the event of any Event of Default. Notwithstanding Nothing contained herein and no exercise of any law right or privilege hereunder by Xxxxxx shall be construed to constitute Lender as a mortgagee-in-possession. All Rents and all other rents, income, proceeds and benefits of the Collateral received by Borrower from or related to the contraryCollateral or any part thereof, if there is from and after the occurrence of an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws deemed received in trust and shall be fully satisfied solely by Agent giving turned over to Lender within one Business Day after Xxxxxxxx’s receipt thereof. Borrower noticefurther grants to Lender the right, written or oralat Xxxxxx’s option, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned herein.to:

Assignment of Rents and Leases. (a) Borrower hereby presently assigns to Agent all of Borrower’s 's right, title and interest in and to any Leases, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “"Lease” " means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s 's obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s 's part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “"perfect” " or otherwise “"activate” " its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s 's part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned herein.

Assignment of Rents and Leases. (a) Borrower As additional and collateral security for the payment of the Note and all sums to become due under this Deed of Trust, Trustor hereby presently assigns to Agent Beneficiary all of Borrower’s rightleases, title rents and interest in other revenues, rights and benefits accruing to any LeasesTrustor hereunder, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession rents received by Trustor as Landlord under that certain Lease dated November 30, 1998, as amended on February 17, 1999, in which Matrix Financial Services Corporation is the "Tenant" of the PropertyPremises (the "Matrix Lease"), and all present and future leases (including all other agreements by which occupancy of the Premises is granted) on the Premises or any part thereof (collectively, the "Leases"), with the right to give notice receive the same and apply them to the tenants Note or other indebtedness secured hereby. Although the interest of the Beneficiary by virtue of the foregoing assignment shall be deemed to be vested and xxxxxx as of the date hereof, Trustor may collect and retain such rents and other revenues until Beneficiary gives written notice of its intention to collect such amounts. Beneficiary shall not give such notice unless an Event of Default has occurred. Upon giving such notice, Beneficiary is thereupon further authorized, at its option, to execute and deliver to the holder of any such Lease upon the Premises binding receipts for any payments made under the terms of any such Lease or Leases and to demand, xxx for and recover any such payments when due. Trustor shall not (i) anticipate any rents (except for a period of one month) that may be collectible under such lease or that may have been assigned to Beneficiary; (ii) further assign any such Lease or any such rents; (iii) amend or modify the terms of the Matrix Lease, except within sixty (60) prior to the Termination Date of the Lease as the term may be extended by Trustor, Trustor shall provide Beneficiary with a written copy of a fully executed non-cancellable agreement for the extension of the term of the Matrix Lease for one (1) additional year at a monthly rent of not less Thirty Thousand Six Hundred Twenty-Four Dollars ($30,624.00); and (iv) enter any lease except as such is approved in writing by Beneficiary. This Assignment shall terminate and become null and void upon release of this assignmentDeed of Trust. (b) Upon Beneficiary's request, Trustor shall give Beneficiary separate specific assignments of rents and leases covering some or all of the leases, the terms of such assignments being incorporated herein by reference. Unless otherwise specified by Beneficiary in writing, all existing and future leases for the use or occupancy of all or any part of the Premises shall be made and entered only on written lease agreement forms, which forms shall have been previously approved by Beneficiary in writing, and shall be inferior to collect the lien of this Deed of Trust. Trustor hereby appoints Beneficiary its attorney-in-fact, coupled with an interest, and power in Beneficiary to subordinate any leases to this Deed of Trust. Beneficiary reserves the right throughout the term of this Deed of Trust to require that specific leases be made superior to this Deed of Trust. (c) After an Event of Default, all rents collected by Trustor shall be applied in any manner that Beneficiary deems advisable and without regard to the manner and priorities set forth in the Assignment of Leases and Rents. Receipt by Beneficiary of such rents, issues and profits from shall not constitute a waiver of any right that Beneficiary may enjoy under this Deed of Trust or under the tenants laws of Arizona, nor shall the receipt and application thereof cure any default hereunder nor affect any foreclosure proceeding or any sale authorized by this Deed of Trust and the laws of Arizona, unless such rental amounts under applicable law effect a reinstatement hereunder. (d) In the event the Beneficiary shall institute judicial proceedings to foreclose the lien hereof, and shall be appointed as mortgagee in possession of the Premises, the Beneficiary during such time as it shall be mortgagee in possession of the Premises pursuant to an order or decree entered in such judicial proceedings, shall have, and the Trustor hereby gives and grants to the Beneficiary, the right, power and authority to make and enter onto into leases of the Property Premises or portions thereof for such rents and for such periods of occupancy and upon such conditions and provisions as such mortgagee in possession may deem desirable and Trustor expressly acknowledges and agrees that the term of any such lease may extend beyond the date of any sale of the Premises pursuant to a decree rendered in such judicial proceedings; it being the intention of the Trustor that while the Beneficiary is a mortgagee in possession of the Premises and pursuant to an order or decree entered in such judicial proceedings, such Beneficiary shall be deemed to be and shall be the attorney in fact of the Trustor for the purpose of collecting making and entering into leases of parts or portions of the same Premises for the rents and upon the terms, conditions and provisions deemed desirable to let such Beneficiary and with like effect as if such leases had been made by the Property Trustor as the owner in fee simple of the Premises free and to apply such rents, issues clear of any conditions or limitations established by this Deed of Trust. The power and profits, after payment of all charges authority hereby given and expenses relating granted by the Trustor to the Property, to the Obligations. This assignment Beneficiary shall be deemed to be coupled with an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, interest and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a not be revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned hereinTrustor.

Assignment of Rents and Leases. (a) The assignment, grant and conveyance of the Leases, Rents and all other rents, income, proceeds and benefits of the Collateral contained in the granting clause of this Instrument shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided that, until an Event of Default has occurred, a license is hereby given to Borrower hereby presently assigns to Agent collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in accordance with all of Borrower’s rightthe other terms, title conditions and interest in provisions hereof and to any of the Leases, as defined hereinaftercontracts, agreements and other instruments with respect to which such payments are made. Upon the Propertyoccurrence of an Event of Default, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which such license shall be in effect on the date hereofrevoked and shall terminate, or which shall hereafter be entered into, immediately and by which automatically without notice to Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants extent permitted by law), and shall not be reinstated upon a cure of this assignment, to collect rents, issues and profits from such Event of Default without the tenants and to enter onto the Property for the purpose express written consent of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the ObligationsLender. This Such assignment shall be an absolute assignment, subject to fully effective without any further action on the license herein granted to part of Borrower and Borrower’s obligations hereunderor Lender, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license Lender shall be automatically revokedentitled, without any action on Agent’s partat its option, upon the occurrence of an Event of Default hereunder, to collect, receive and apply all Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in any escrowed sums or deposits or any portion thereof or interest therein, whether or not Lender takes possession of the Collateral or any part thereof. The collection of such amounts by Lender shall in no way waive the right of Lender to foreclose this Instrument in the event of any Event of Default. Notwithstanding Nothing contained herein and no exercise of any law right or privilege hereunder by Xxxxxx shall be construed to constitute Lender as a mortgagee-in-possession. All Rents and all other rents, income, proceeds and benefits of the Collateral received by Borrower from or related to the contraryCollateral or any part thereof, if there is from and after the occurrence of an Event of Default, shall be deemed received in trust and if there is any applicable law requiring Agent shall be turned over to Lender within one Business Day after Xxxxxxxx’s receipt thereof. Borrower further grants to Lender the right, at Xxxxxx’s option, to: (i) enter upon and take possession of the Property for the purpose of collecting Rents and all other rents, income, proceeds and other benefits; (ii) dispossess by the customary summary proceedings any Tenant, purchaser or some action equivalent theretoother person defaulting in the payment of any amount when and as due and payable, or in the performance of any other obligation, under the Leases, contract or other instrument to which said Rents or other rents, income, proceeds or benefits relate; (iii) let or convey the Collateral or any portion thereof or any interest therein; and (iv) apply Rents and such as securing other rents, income, proceeds and benefits, after the appointment payment of a receiverall necessary fees, charges and expenses, on account of the Secured Obligations in accordance with Section 3.03. (v) Lender shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in order connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for Agent the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to “perfect” make Lender liable for the performance of any of the terms and conditions of any of the Leases, or otherwise “activate” its rights for any waste of the Property by any Tenant under any of the Leases or any other person, or for any dangerous or defective condition of the Property or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any lessee, licensee, employee or stranger. (b) Borrower represents, warrants, covenants and remedies agrees with Xxxxxx that, other than as set forth hereinon Schedule 3, then there are no existing Leases, and Borrower waives all benefits will not enter into any other Lease without the prior written consent of such laws Lender. (c) Borrower hereby irrevocably appoints Lender its true and agrees that such laws shall be fully satisfiedlawful attorney-in-fact with power of substitution and with full power for Lender in its own name and capacity or in the name and capacity of Borrower, without any action on Agent’s part, solely by from and after the occurrence and during the continuance of such an Event of Default, to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property that Lender may deem necessary or desirable in order to collect and enforce the payment of the Rents and to demand, correct, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. IfSuch appointment is coupled with an interest and is irrevocable. Lender shall not be liable for or prejudiced by any loss of any note, notwithstanding checks, drafts, etc., unless such waiver loss shall have been found by Borrower, such laws require a court of competent jurisdiction to have been due to the undertaking gross negligence or willful misconduct of some affirmative act by Agent, Lender. Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred also hereby irrevocably appoints Lender as its true and that Agent intends lawful attorney-in-fact to enforce its rights appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the Tenants of the Leases. Lessees of the Property are hereby expressly authorized and directed, from and after service of a notice by Lender to pay any and all amounts due Borrower pursuant to the Leases and/or to Lender or such nominee as Lender may designate in writing delivered to and received by such Tenants, and such Tenants are expressly relieved of any rentsand all duty, issues and profits assigned hereinliability or obligation to Borrower in respect of all payments so made.

Assignment of Rents and Leases. (a) Borrower In furtherance of and in addition to the assignment made by Trustor herein, Trustor hereby presently assigns absolutely and unconditionally assigns, sells, transfers and conveys to Agent Beneficiary all of Borrower’s its right, title and interest in and to any all Leases, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease whether now existing or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Trustor shall have a lessor revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or the likenot legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Trustor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (any renewalssuch notice being hereby expressly waived by Trustor). (b) Trustor acknowledges that Beneficiary has taken all reasonable actions necessary to obtain, extensions or other modifications thereofand that upon recordation of this Deed of Trust, Beneficiary shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Borrower grants Trustor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to Agentbe fully perfected, with or without Agent or any other Person ("choate" axx xxxorced as to Trustor and all third parties, including, without limitation, a receiver) taking possession any subsequently appointed trustee in any case under Title 11 of the PropertyUnited States Code (the "Bankruptcy Code"), without the right necessity of commencing a foreclosure action with respect to give notice to the tenants this Deed of this assignmentTrust, to collect rents, issues and profits from the tenants and to enter onto the Property making formal demand for the purpose of collecting the same and to let the Property and to apply such rentsRents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing obtaining the appointment of a receiverreceiver or taking any other affirmative action. (c) Without limitation of the absolute nature of the assignment of the Rents hereunder, Trustor and Beneficiary agree that (a) this Deed of Trust shall constitute a "security agreement" for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Trustor acquired before the commencement of a case in order for Agent bankruptcy and to “perfect” or otherwise “activate” its rights all amounts paid as Rents, and remedies as set forth herein, then Borrower waives (c) such security interest shall extend to all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely Rents acquired by the occurrence estate after the commencement of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights any case in any Leases and/or any rents, issues and profits assigned hereinbankruptcy.

Assignment of Rents and Leases. (a) The assignment, grant and conveyance of the Leases, Rents and all other rents, income, proceeds and benefits of the Collateral contained in the granting clause of this Instrument shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided that, until an Event of Default has occurred, a license is hereby given to Borrower hereby presently assigns to Agent collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in accordance with all of Borrower’s rightthe other terms, title conditions and interest in provisions hereof and to any of the Leases, as defined hereinaftercontracts, agreements and other instruments with respect to which such payments are made. Upon the Propertyoccurrence of an Event of Default, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which such license shall be in effect on the date hereofrevoked and shall terminate, or which shall hereafter be entered into, immediately and by which automatically without notice to Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants extent permitted by law), and shall not be reinstated upon a cure of this assignment, to collect rents, issues and profits from such Event of Default without the tenants and to enter onto the Property for the purpose express written consent of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the ObligationsLender. This Such assignment shall be an absolute assignment, subject to fully effective without any further action on the license herein granted to part of Borrower and Borrower’s obligations hereunderor Lender, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license Lender shall be automatically revokedentitled, without any action on Agent’s partat its option, upon the occurrence of an Event of Default hereunder, to collect, receive and apply all Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in any escrowed sums or deposits or any portion thereof or interest therein, whether or not Lender takes possession of the Collateral or any part thereof. The collection of such amounts by Lender shall in no way waive the right of Lender to foreclose this Instrument in the event of any Event of Default. Notwithstanding Nothing contained herein and no exercise of any law right or privilege hereunder by Xxxxxx shall be construed to constitute Lender as a mortgagee‑in‑possession. All Rents and all other rents, income, proceeds and benefits of the Collateral received by Borrower from or related to the contraryCollateral or any part thereof, if there is from and after the occurrence of an Event of Default, shall be deemed received in trust and if there is any applicable law requiring Agent shall be turned over to Lender within one Business Day after Xxxxxxxx's receipt thereof. Borrower further grants to Lender the right, at Xxxxxx's option, to: (i) enter upon and take possession of the Property for the purpose of collecting Rents and all other rents, income, proceeds and other benefits; (ii) dispossess by the customary summary proceedings any Tenant, purchaser or some action equivalent theretoother person defaulting in the payment of any amount when and as due and payable, or in the performance of any other obligation, under the Leases, contract or other instrument to which said Rents or other rents, income, proceeds or benefits relate; (iii) let or convey the Collateral or any portion thereof or any interest therein; and (iv) apply Rents and such as securing other rents, income, proceeds and benefits, after the appointment payment of a receiverall necessary fees, charges and expenses, on account of the Secured Obligations in accordance with Section 3.03. (v) Lender shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in order connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for Agent the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to “perfect” make Lender liable for the performance of any of the terms and conditions of any of the Leases, or otherwise “activate” its rights for any waste of the Property by any Tenant under any of the Leases or any other person, or for any dangerous or defective condition of the Property or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any lessee, licensee, employee or stranger. (b) Borrower represents, warrants, covenants and remedies agrees with Xxxxxx that, other than as set forth hereinon Schedule 3, then there are no existing Leases, and Borrower waives all benefits will not enter into any other Lease without the prior written consent of such laws Lender. (c) Borrower hereby irrevocably appoints Lender its true and agrees that such laws shall be fully satisfiedlawful attorney‑in‑fact with power of substitution and with full power for Lender in its own name and capacity or in the name and capacity of Borrower, without any action on Agent’s part, solely by from and after the occurrence and during the continuance of such an Event of Default, to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property that Lender may deem necessary or desirable in order to collect and enforce the payment of the Rents and to demand, correct, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. IfSuch appointment is coupled with an interest and is irrevocable. Lender shall not be liable for or prejudiced by any loss of any note, notwithstanding checks, drafts, etc., unless such waiver loss shall have been found by Borrower, such laws require a court of competent jurisdiction to have been due to the undertaking gross negligence or willful misconduct of some affirmative act by Agent, Lender. Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred also hereby irrevocably appoints Lender as its true and that Agent intends lawful attorney‑in‑fact to enforce its rights appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the Tenants of the Leases. Lessees of the Property are hereby expressly authorized and directed, from and after service of a notice by Lender to pay any and all amounts due Borrower pursuant to the Leases and/or to Lender or such nominee as Lender may designate in writing delivered to and received by such Tenants, and such Tenants are expressly relieved of any rentsand all duty, issues and profits assigned hereinliability or obligation to Borrower in respect of all payments so made.

Assignment of Rents and Leases. (a) Borrower Grantor hereby presently assigns to Agent all Beneficiary the Rents and Leases as further security for the payment of Borrower’s right, title and interest in and to any Leases, as defined hereinafter, with respect to performance of the PropertyObligations, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower Grantor grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession of the Property, Beneficiary and Trustee the right to give notice to enter the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Mortgaged Property for the purpose of collecting the same Rents and to let the Mortgaged Property or any part thereof, and to apply such rents, issues and profits, after payment the Rents on account of all charges and expenses relating to the Property, to the Obligations. This The foregoing assignment shall be an and grant is present and absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent , but so long as no Event of Default shall have occurred and is continuing, Beneficiary hereby grants a revocable license waives the right to Borrower to collect enter the Mortgaged Property for the purpose of collecting the Rents and use such rents, issues and profits; provided, however, that the foregoing license Grantor shall be automatically revokedentitled to collect, without any action on Agent’s partreceive, use and retain the Rents. Such right of Grantor to collect, receive, use and retain the Rents may be revoked by Beneficiary upon the occurrence and during the continuance of an any Event of DefaultDefault by giving not less than five days’ written notice of such revocation to Grantor. Notwithstanding any law to the contrary, if there is After an Event of Default, Beneficiary may, at any time, either in person, by agent or by a receiver appointed by a court, and if there is without regard to the adequacy of any applicable law requiring Agent security for the Secured Obligations and without regard to solvency of Borrower, enter upon, take possession of and manage the Property (Mortgaged Property, or some action equivalent theretoany part thereof, such as securing for the appointment purpose of a receiver) collecting the Rents in order its own name sue for Agent to “perfect” or otherwise “activate” its rights collect the Rents, including those past due and remedies unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon the Secured Obligations and in such order as set forth hereinBeneficiary may so determine. In the event such notice is given, then Borrower waives all benefits Grantor shall pay over to Beneficiary, or to any receiver appointed to collect the Rents, any lease security deposits, and shall pay monthly in advance to Beneficiary, or to any such receiver, the fair and reasonable rental value as determined by Beneficiary for the use and occupancy of such laws part of the Mortgaged Property as may be in the possession of Grantor or any affiliate of Grantor, and agrees upon default in any such payment Grantor and any such affiliate will vacate and surrender the possession of the Mortgaged Property to Beneficiary or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Grantor shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for security deposits and estimated payments of percentage rent, if any). (b) Grantor has not affirmatively done any act that such laws shall be fully satisfiedwould prevent Beneficiary from, without or limit Beneficiary in, acting under any of the provisions of the foregoing assignment. (c) Except for any matter disclosed in the Credit Agreement, no action on Agent’s parthas been brought or, solely by the occurrence of such Event of Default. Ifso far as is known to Grantor, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oralis threatened, that such Event of Default has occurred and that Agent intends to enforce its rights would interfere in any Leases and/or any rents, issues way with the right of Grantor to execute the foregoing assignment and profits assigned hereinperform all of Grantor’s obligations contained in this Section and in the Leases.

Assignment of Rents and Leases. (a) The assignment, grant and conveyance of the Leases, Rents and all other rents, income, proceeds and benefits of the Collateral contained in the granting clause of this Instrument shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided that, until an Event of Default has occurred, a license is hereby given to Borrower hereby presently assigns to Agent collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in accordance with all of Borrower’s rightthe other terms, title conditions and interest in provisions hereof and to any of the Leases, as defined hereinaftercontracts, agreements and other instruments with respect to which such payments are made. Upon the Propertyoccurrence of an Event of Default, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which such license shall be in effect on the date hereofrevoked and shall terminate, or which shall hereafter be entered into, immediately and by which automatically without notice to Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants extent permitted by law), and shall not be reinstated upon a cure of this assignment, to collect rents, issues and profits from such Event of Default without the tenants and to enter onto the Property for the purpose express written consent of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the ObligationsLender. This Such assignment shall be an absolute assignment, subject to fully effective without any further action on the license herein granted to part of Borrower and Borrower’s obligations hereunderor Lender, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license Lender shall be automatically revokedentitled, without any action on Agent’s partat its option, upon the occurrence of an Event of Default hereunder, to collect, receive and apply all Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in any escrowed sums or deposits or any portion thereof or interest therein, whether or not Lender takes possession of the Collateral or any part thereof. The collection of such amounts by Lender shall in no way waive the right of Lender to foreclose this Instrument in the event of any Event of Default. Notwithstanding Nothing contained herein and no exercise of any law right or privilege hereunder by Xxxxxx shall be construed to constitute Lender as a mortgagee-in-possession. All Rents and all other rents, income, proceeds and benefits of the Collateral received by Borrower from or related to the contraryCollateral or any part thereof, if there is from and after the occurrence of an Event of Default, shall be deemed received in trust and if there is any applicable law requiring Agent shall be turned over to Lender within one Business Day after Xxxxxxxx’s receipt thereof. Borrower further grants to Lender the right, at Xxxxxx’s option, to: (i) enter upon and take possession of the Property for the purpose of collecting Rents and all other rents, income, proceeds and other benefits; (ii) dispossess by the customary summary proceedings any Tenant, purchaser or some action equivalent theretoother person defaulting in the payment of any amount when and as due and payable, or in the performance of any other obligation, under the Leases, contract or other instrument to which said Rents or other rents, income, proceeds or benefits relate; (iii) let or convey the Collateral or any portion thereof or any interest therein; and (iv) apply Rents and such as securing other rents, income, proceeds and benefits, after the appointment payment of a receiverall necessary fees, charges and expenses, on account of the Secured Obligations in accordance with Section 3.03. (v) Lender shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in order connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for Agent the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to “perfect” make Lender liable for the performance of any of the terms and conditions of any of the Leases, or otherwise “activate” its rights for any waste of the Property by any Tenant under any of the Leases or any other person, or for any dangerous or defective condition of the Property or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any lessee, licensee, employee or stranger. (b) Borrower represents, warrants, covenants and remedies agrees with Xxxxxx that, other than as set forth hereinon Schedule 3, then there are no existing Leases, and Borrower waives all benefits will not enter into any other Lease without the prior written consent of such laws Lender. (c) Borrower hereby irrevocably appoints Lender its true and agrees that such laws shall be fully satisfiedlawful attorney-in-fact with power of substitution and with full power for Lender in its own name and capacity or in the name and capacity of Borrower, without any action on Agent’s part, solely by from and after the occurrence and during the continuance of such an Event of Default, to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property that Lender may deem necessary or desirable in order to collect and enforce the payment of the Rents and to demand, correct, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. IfSuch appointment is coupled with an interest and is irrevocable. Lender shall not be liable for or prejudiced by any loss of any note, notwithstanding checks, drafts, etc., unless such waiver loss shall have been found by Borrower, such laws require a court of competent jurisdiction to have been due to the undertaking gross negligence or willful misconduct of some affirmative act by Agent, Lender. Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred also hereby irrevocably appoints Lender as its true and that Agent intends lawful attorney-in-fact to enforce its rights appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the Tenants of the Leases. Lessees of the Property are hereby expressly authorized and directed, from and after service of a notice by Lender to pay any and all amounts due Borrower pursuant to the Leases and/or to Lender or such nominee as Lender may designate in writing delivered to and received by such Tenants, and such Tenants are expressly relieved of any rentsand all duty, issues liability or obligation to Borrower in respect of all payments so made. (d) In addition to, and profits assigned not in limitation of, any other remedy provided in or available under this Instrument, Lender shall have all the rights set forth in A.R.S. § 33-702B (as amended, supplemented or supplanted) regarding enforcement of the assignment of Leases and Rents contained herein.