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4.8 Default. Beneficiary shall have no right under this Section to enforce Grantor's rights
<br /> with respect to the Contracts or Plans until Grantor shall be in default under any of its obligations to Beneficiary under
<br /> any instrument, document or agreement related to the Loan or the Project. Upon the occurrence of any such default,
<br /> Beneficiary may, without affecting any of its other rights or remedies against Grantor hereunder or under any other
<br /> instrument, document or agreement, exercise its rights under the assignment and pledge set forth in this Section or in
<br /> any other manner permitted by law, and in addition Beneficiary shall have and possess, without limitation, any and all
<br /> rights and remedies of a secured party under the Uniform Commercial Code in effect in the State or as otherwise
<br /> provided by the laws of such State.
<br /> 4.9 Indemnity. Grantor will indemnify and hold Beneficiary harmless from and against any
<br /> and all claims, demands, liabilities, losses, lawsuits, judgments, damages, costs and expenses, including without
<br /> limitation reasonable attorneys' fees and costs incurred, to which Beneficiary may become exposed or which
<br /> Beneficiary may incur in exercising any of its rights under Grantor's assignment of the Contracts and Plans.
<br /> 5. ASSIGNMENT OF RENTS.
<br /> 5.1 Leasing. Grantor shall not lease the Project or any part thereof unless permitted under
<br /> the Development Agreement or Amendment, or by other express written consent of Beneficiary, and then only strictly
<br /> in accordance with such agreement. Notwithstanding the foregoing, however, any and all Leases at the Project,
<br /> whether or not entered into with the consent of Beneficiary,shall be subject to the provisions of this Section 5.
<br /> 5.2 Assignment. Grantor hereby irrevocably, presently, absolutely and unconditionally
<br /> assigns and transfers to Beneficiary: (i)the Rents, Issues and Profits; (ii)all Leases, and(iii)any and all guarantees of
<br /> any obligations of any lessee under each of the Leases (a "Lessee"). The assignments in this Section are absolute
<br /> assignments and irrevocable from Grantor to Beneficiary and not merely the passing of security interests or
<br /> assignments for security only.
<br /> 5.3 Grant of License. Beneficiary hereby confers upon Grantor a license ("License") to
<br /> collect and retain the Rents, Issues and Profits as they become due and payable, and to administer the Leases, so
<br /> long as no Event of Default, as defined in Section 7.1, shall exist and be continuing. If an Event of Default has
<br /> occurred and is continuing, such License shall terminate without notice to or demand upon Grantor, without regard to
<br /> the adequacy of Beneficiary's security under this Deed of Trust.
<br /> 5.4 Collection and Application of Rents, Issues and Profits.
<br /> 5.4.1 Right to Collect;Attorney in Fact. Subject to the License granted to Grantor
<br /> under the above Section, Beneficiary has the right, power, and authority to collect any and all Rents, Issues and Profits
<br /> and administer the Leases. Grantor hereby appoints Beneficiary its attorney-in-fact, coupled with an interest, to, at
<br /> such times as Beneficiary may choose in its sole discretion: (i)demand, receive and enforce payment of any and all
<br /> Rents, Issues and Profits; (ii)give receipts, releases and satisfactions for any and all Rents, Issues and Profits; or
<br /> (iii)sue either in the name of Grantor and/or in the name of Beneficiary for any and all Rents, Issues and Profits.
<br /> 5.4.2 Possession of Project not Required. Beneficiary's right to the Rents, Issues
<br /> and Profits does not depend on whether or not Beneficiary takes possession of the Project as permitted hereunder. If
<br /> an Event of Default occurs while Beneficiary is in possession of all or part of the Project and is collecting and applying
<br /> Rents, Issues and Profits as permitted under this Deed of Trust, Beneficiary, Trustee, and any receiver shall
<br /> nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust
<br /> and at law or in equity.
<br /> 5.5 Enforcement of Leases. Grantor will (i)comply with and observe Grantor's obligations
<br /> as landlord under all Leases and will do all that is necessary to preserve all Leases in force and free from any right of
<br /> Everett Deed of Trust—Lot 1 Page 6
<br /> ND:19652.017 4822-1832-5829v1
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