FULL OF THE
INDEBTEDNESS, THE DELIVERY AND RECORDING OF A RELEASE, SATISFACTION, OR
DISCHARGE OF THE DEED OF TRUST DULY EXECUTED BY LENDER, SUCH RELEASE,
SATISFACTION, OR DISCHARGE SHALL CONSTITUTE A REASSIGNMENT OF THE RENTS TO
GRANTOR AND THIS ASSIGNMENT SHALL TERMINATE.
3.5
COLLECTION OF RENTS.
AT ANY TIME DURING WHICH GRANTOR IS
RECEIVING RENTS DIRECTLY FROM ANY OF THE LESSEES, GRANTOR SHALL, UPON RECEIPT OF
WRITTEN DIRECTION FROM LENDER, MAKE DEMAND AND/OR SUE FOR ALL RENTS DUE AND
PAYABLE UNDER ONE OR MORE LEASES, AS DIRECTED BY LENDER, AS IT BECOMES DUE AND
PAYABLE, INCLUDING RENTS THAT ARE PAST DUE AND UNPAID.
IF GRANTOR FAILS TO TAKE
SUCH ACTION, OR AT ANY TIME DURING WHICH GRANTOR IS NOT RECEIVING RENTS DIRECTLY
FROM LESSEES, LENDER MAY, WITHOUT OBLIGATION, DEMAND, COLLECT AND SUE FOR, IN
ITS OWN NAME OR IN THE NAME OF GRANTOR, ALL RENTS DUE AND PAYABLE UNDER THE
LEASES, AS THEY BECOME DUE AND PAYABLE, INCLUDING RENTS THAT ARE PAST DUE AND
UNPAID.
SECTION IV
REPRESENTATIONS, WARRANTIES, AND COVENANTS
4.1
REPRESENTATIONS AND WARRANTIES.
GRANTOR UNCONDITIONALLY
REPRESENTS AND WARRANTS TO LENDER AS OF THE DATE HEREOF AND AT ALL TIMES DURING
THE TERM OF THIS ASSIGNMENT AS FOLLOWS:
(A)
NO DEFAULT.
(I) GRANTOR HAS DULY AND PUNCTUALLY PERFORMED
EACH AND EVERY MATERIAL TERM, COVENANT, CONDITION, AND WARRANTY OF THE LEASES ON
GRANTOR'S PART TO BE KEPT, OBSERVED, AND PERFORMED; (II) NO DEFAULT HAS OCCURRED
UNDER THE TERMS OR PROVISIONS OF ANY OF THE LEASES; AND (III) NO EVENT HAS
OCCURRED AND IS CONTINUING WHICH, WITH THE LAPSE OF TIME OR THE GIVING OF NOTICE
OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER ANY OF THE LEASES.
(B)
NO MODIFICATION OR ASSIGNMENT OF LEASES; NO PREPAYMENT OR
ASSIGNMENT OF RENTS.
(I) EXCEPT AS DISCLOSED IN THE RENT ROLL DELIVERED TO
LENDER, THE LEASES ARE VALID, UNMODIFIED, AND IN FULL FORCE AND EFFECT; (II)
NEITHER GRANTOR NOR ANY PREDECESSOR LESSOR HAS SOLD, ASSIGNED, TRANSFERRED,
MORTGAGED, OR PLEDGED THE LEASES OR ASSIGNED THE RENTS, WHETHER NOW DUE OR
HEREAFTER TO BECOME DUE; (III) THE RENTS NOW DUE OR TO BECOME DUE FOR ANY
PERIODS SUBSEQUENT TO THE DATE HEREOF HAVE NOT BEEN COLLECTED MORE THAN ONE (1)
MONTH IN ADVANCE AND PAYMENT THEREOF HAS NOT BEEN ANTICIPATED MORE THAN ONE (1)
MONTH IN ADVANCE, WAIVED, RELEASED, DISCOUNTED, SETOFF, OR OTHERWISE DISCHARGED
OR COMPROMISED; (IV) NEITHER GRANTOR NOR ANY PREDECESSOR LESSOR HAS TAKEN ANY
ACTIONS OR EXECUTED ANY INSTRUMENTS THAT COULD PREVENT OR LIMIT LENDER FROM
TAKING ANY ACTIONS OR EXERCISING ANY RIGHTS OR REMEDIES UNDER THIS ASSIGNMENT;
AND (V) GRANTOR HAS NOT RECEIVED ANY FUNDS OR DEPOSITS FROM ANY LESSEE FOR WHICH
CREDIT HAS NOT ALREADY BEEN MADE ON ACCOUNT OF ACCRUED RENTS.
4.2
COVENANTS.
GRANTOR UNCONDITIONALLY COVENANTS WITH LENDER AS
FOLLOWS:
(A)
PERFORMANCE.
(I) GRANTOR SHALL OBSERVE, PERFORM, AND
DISCHARGE, DULY AND PUNCTUALLY, ALL OF THE MATERIAL OBLIGATIONS, TERMS,
COVENANTS, CONDITIONS, AND COVENANTS IN THE LOAN DOCUMENTS AND LEASES; AND (II)
GRANTOR SHALL GIVE PROMPT NOTICE TO LENDER OF ANY FAILURE ON