ENJOYMENT CONTAINED IN ANY LEASE OR UNDER THE LAW OF ANY STATE IN THE EVENT THAT
ANY TENANT SHALL BE JOINED AS A PARTY DEFENDANT IN ANY ACTION TO FORECLOSE THE
LEASEHOLD DEED OF TRUST (AS DEFINED BELOW), AND SHALL HAVE BEEN BARRED AND
FORECLOSED THEREBY OF ALL RIGHT, TITLE, INTEREST, AND EQUITY OF REDEMPTION IN
THE PROPERTY) WITH RESPECT TO THE LEASES OR THE RENTS UNDER OR BY REASON OF THIS
ASSIGNMENT.
THIS ASSIGNMENT SHALL NOT OPERATE TO PLACE RESPONSIBILITY FOR THE
CONTROL, CARE, MAINTENANCE, OR REPAIR OF THE PROPERTY UPON ASSIGNEE OR TO MAKE
ASSIGNEE RESPONSIBLE OR LIABLE FOR ANY WASTE COMMITTED ON THE PROPERTY BY ANY
TENANT OR OTHER PERSON, FOR ANY DANGEROUS OR DEFECTIVE CONDITION OF THE
PROPERTY, OR FOR THE ACTS OR OMISSIONS OF ASSIGNOR OR ANY TENANT OR OTHER PERSON
IN THE MANAGEMENT, UPKEEP, REPAIR, OR CONTROL OF THE PROPERTY.
2.
ASSIGNEE'S APPLICATION OF RENTS.
SUBJECT TO THE PROVISIONS
OF PARAGRAPH 3 BELOW GRANTING THE ASSIGNOR A REVOCABLE, LIMITED LICENSE, THE
ASSIGNEE HAS THE RIGHT, POWER, AND AUTHORITY TO USE AND APPLY ANY RENTS RECEIVED
HEREUNDER AS ASSIGNEE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM ADVISABLE
(A) FOR THE PAYMENT OF ANY AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION
WITH ENFORCING OR DEFENDING THE TERMS OF THIS ASSIGNMENT, OR THE RIGHTS OF THE
ASSIGNEE HEREUNDER, AND COLLECTING ANY RENTS AND (B) FOR THE OPERATION AND
MAINTENANCE OF THE PROPERTY AND THE PAYMENT OF ALL COSTS AND EXPENSES IN
CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF (I) RENTALS
AND OTHER CHARGES PAYABLE BY THE ASSIGNOR UNDER ANY LEASE AFFECTING THE
PROPERTY, (II) INTEREST, PRINCIPAL, OR OTHER AMOUNTS WITH RESPECT TO ANY AND ALL
LOANS SECURED BY DEEDS OF TRUST ON THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THAT CERTAIN LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND UCC FINANCING
STATEMENT FOR FIXTURE FILING (AS AMENDED, RESTATED OR SUPPLEMENTED, THE
"LEASEHOLD DEED OF TRUST"), DATED OF EVEN DATE HEREWITH, EXECUTED BY THE
ASSIGNOR TO PRLAP, INC., TRUSTEE, FOR THE BENEFIT OF THE ASSIGNEE, COVERING THE
PROPERTY, (III) ELECTRICITY, TELEPHONE, WATER, AND OTHER UTILITY COSTS, TAXES,
ASSESSMENTS, STANDBY FEES, WATER CHARGES, AND SEWER RENTS AND OTHER UTILITY AND
GOVERNMENTAL CHARGES LEVIED, ASSESSED, OR IMPOSED AGAINST THE PROPERTY OR ANY
PART THEREOF, (IV) INSURANCE PREMIUMS, (V) COSTS AND EXPENSES WITH RESPECT TO
ANY LITIGATION AFFECTING THE PROPERTY, THE LEASES, OR THE RENTS, (VI) WAGES AND
SALARIES OF EMPLOYEES, COMMISSIONS OF AGENTS, AND REASONABLE ATTORNEYS' FEES,
AND (VII) ALL OTHER CARRYING COSTS, FEES, CHARGES, AND EXPENSES WHATSOEVER
RELATING TO THE PROPERTY.
AFTER THE PAYMENT OF ALL SUCH COSTS AND EXPENSES AND
AFTER THE ASSIGNEE SHALL HAVE SET UP SUCH RESERVES AS IT, IN ITS SOLE
DISCRETION, SHALL DEEM NECESSARY FOR THE PROPER MANAGEMENT OF THE PROPERTY, THE
ASSIGNEE SHALL APPLY ALL REMAINING RENTS COLLECTED AND RECEIVED BY IT TO THE
REDUCTION OF THE OBLIGATIONS.
EXERCISE OR NONEXERCISE BY THE ASSIGNEE OF THE
RIGHTS GRANTED IN THIS ASSIGNMENT, OR COLLECTION AND APPLICATION OF RENTS, BY
THE ASSIGNEE OR ITS AGENT