OF BENEFICIARY IN RESPECT THEREOF, BY LITIGATION
OR OTHERWISE.
SECTION 4.10
NO BENEFICIARY IN POSSESSION.
NEITHER THE ENFORCEMENT OF
ANY OF THE REMEDIES UNDER THIS ARTICLE 4, THE ASSIGNMENT OF THE RENTS AND LEASES
UNDER ARTICLE 5, THE SECURITY INTERESTS UNDER ARTICLE 6, NOR ANY OTHER REMEDIES
AFFORDED TO BENEFICIARY UNDER THE LOAN DOCUMENTS, AT LAW OR IN EQUITY SHALL
CAUSE BENEFICIARY OR ANY OTHER SECURED PARTY TO BE DEEMED OR CONSTRUED TO BE A
"MORTGAGEE IN POSSESSION" OF THE TRUST PROPERTY, TO OBLIGATE BENEFICIARY OR ANY
OTHER SECURED PARTY TO LEASE THE TRUST PROPERTY OR ATTEMPT TO DO SO, OR TO TAKE
ANY ACTION, INCUR ANY EXPENSE, OR PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR
LIABILITY WHATSOEVER UNDER ANY OF THE LEASES OR OTHERWISE.
ARTICLE 5
ASSIGNMENT OF RENTS AND LEASES
SECTION 5.1
ASSIGNMENT.
IN FURTHERANCE OF AND IN ADDITION TO THE
ASSIGNMENT MADE BY TRUSTOR IN SECTION 2.1 OF THIS DEED OF TRUST, TRUSTOR HEREBY
ABSOLUTELY AND UNCONDITIONALLY ASSIGNS, SELLS, TRANSFERS AND CONVEYS TO
BENEFICIARY ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO ALL LEASES, WHETHER
NOW EXISTING OR HEREAFTER ENTERED INTO, AND 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 AND BENEFICIARY SHALL HAVE DELIVERED TO TRUSTOR
THE NOTICE DESCRIBED IN THE LAST SENTENCE OF THIS SECTION 5.1, TRUSTOR SHALL
HAVE A REVOCABLE LICENSE FROM BENEFICIARY TO EXERCISE ALL RIGHTS EXTENDED TO THE
LANDLORD UNDER THE LEASES, INCLUDING THE RIGHT TO RECEIVE AND COLLECT ALL
RENTS.
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 NOT
LEGAL PROCEEDINGS HAVE COMMENCED, AND WITHOUT REGARD TO WASTE, ADEQUACY OF
SECURITY FOR THE OBLIGATIONS OR SOLVENCY OF TRUSTOR, BENEFICIARY, BY WRITTEN
NOTICE TO TRUSTOR TO THE EFFECT THAT IT INTENDS TO EXERCISE REMEDIES UNDER ANY
LOAN DOCUMENT OR ARTICLE 4, MAY REVOKE SUCH REVOCABLE LICENSE, PROVIDED SUCH
REVOCATION SHALL BE AUTOMATIC IN THE EVENT THE OBLIGATIONS ARE ACCELERATED
PURSUANT TO THE CREDIT AGREEMENT.
SECTION 5.2
PERFECTION UPON RECORDATION.
TRUSTOR ACKNOWLEDGES THAT
BENEFICIARY HAS TAKEN ALL ACTIONS NECESSARY TO OBTAIN, AND 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.
TRUSTOR ACKNOWLEDGES AND AGREES THAT UPON RECORDATION OF THIS DEED OF TRUST,
BENEFICIARY'S INTEREST IN THE RENTS SHALL BE DEEMED TO BE PRESENT AND FULLY
PERFECTED, "CHOATE" AND ENFORCED AS TO TRUSTOR AND TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ALL THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY
SUBSEQUENTLY APPOINTED TRUSTEE IN ANY CASE UNDER TITLE 11 OF THE UNITED STATES
CODE (THE "BANKRUPTCY CODE"), WITHOUT THE NECESSITY OF COMMENCING A