Assignment of Rents and Leases. (a) In furtherance of and in addition to the assignment made by Grantor herein, Grantor 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, Grantor 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 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 not 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 such notice being hereby expressly waived by Grantor). (b) Grantor acknowledges that Beneficiary has taken all reasonable 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 subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Leases (Harland Financial Solutions, Inc.), Deed of Trust, Security Agreement, Assignment of Rents and Leases (Harland Financial Solutions, Inc.)
Assignment of Rents and Leases. (a) In furtherance of and in addition Borrower hereby presently assigns to the assignment made by Grantor herein, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Beneficiary Agent all of its Borrower’s right, title and interest in and to all any Leases, whether now existing 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 all 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 its rightthe Property, title the right to give notice to the tenants of this assignment, to collect rents, issues and interest in 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 Rentscharges and expenses relating to the Property, to the Obligations. This assignment is shall be an absolute assignment assignment, subject to the license herein granted to Borrower and not an assignment for additional security onlyBorrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. So long as no Event of Default shall have occurred and be continuing, Grantor shall have Agent hereby grants a revocable license from Beneficiary to exercise all rights extended Borrower to collect and use such rents, issues and profits; provided, however, that 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 automatically revoked, without any action on Agent’s part, upon the occurrence and during the continuance of an Event of Default. Notwithstanding any law to the contrary, whether or not legal proceedings have commencedif there is an Event of Default, and without regard if there is any applicable law requiring Agent 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 such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 take possession of the Rents arising out of the Leases and all security for Property (or some action equivalent thereto, such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining securing the appointment of a receiver receiver) in order for Agent to “perfect” or taking 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 other affirmative action.
(c) Without limitation of the absolute nature of the assignment of the Rents hereunderaction on Agent’s part, 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired solely by the estate after occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the commencement 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 case in bankruptcyLeases and/or any rents, issues and profits assigned herein.
Appears in 2 contracts
Sources: Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (MGP Ingredients Inc), Mortgage, Security Agreement, Assignment of Leases and Rents (MGP Ingredients Inc)
Assignment of Rents and Leases. (ai) In furtherance Upon the occurrence of and any Event of Default Lender may, at its option, in addition to the assignment made by Grantor hereinother remedies set forth in paragraph (a) above:
(A) in the name, Grantor hereby absolutely place and unconditionally assignsstead of Borrower and without becoming a mortgagee-in-possession (i) enter upon, sellsmanage 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, transfers enforce, modify and conveys to Beneficiary 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 its right, title the Property and interest in every part thereof and to enforce all Leases, whether now existing or hereafter entered into, 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 its rightthis Security Instrument.
(B) with or without exercising the rights set forth in subparagraph (A) above, title give or require Borrower to give notice of any or all tenants authorizing and interest in and directing them 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 revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect pay all Rents and directly 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 not legal proceedings have commenced, and Lender; and
(C) without regard to any waste, adequacy of the security for the Obligations or solvency of GrantorBorrower, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (any such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 apply for such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver of the Property, to which appointment Borrower hereby consents, whether or taking not foreclosure proceedings have been commenced under this Security Instrument and whether or not a foreclosure sale has occurred. The exercise of any other affirmative actionof the foregoing rights or remedies and the application of the Rents pursuant to 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.
(cii) Without limitation All Rents collected by Lender or any receiver each month shall be applied as follows:
(A) to payment of all reasonable fees of the absolute nature 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 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 premiums then due for insurance required by the provisions of this Security Instrument, 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 assignment Property;
(F) if received prior to any foreclosure sale of the Rents hereunderProperty, Grantor and Beneficiary agree that (a) this Deed of Trust shall constitute a "security agreement" to Lender for purposes of Section 552(b) payment of the Bankruptcy CodeDebt, but no such payment made after acceleration of the Debt shall affect such acceleration;
(G) if received during or with respect to the period of redemption 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 Lender to the extent of any deficiency of the sale proceeds to repay the Debt, and the balance to be retained by Lender as a credit to the redemption price, but if the Property 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 security interest created by application of Rents under this Deed paragraph (b) shall continue until expiration of Trust extends to property of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rentsredemption period from any foreclosure sale, and (c) such security interest shall extend to all Rents acquired by the estate whether or not any deficiency remains after the commencement of any case in bankruptcyforeclosure sale.
Appears in 2 contracts
Sources: Borrowing Agreement (U Haul International Inc), Loan Agreement (U Haul International Inc)
Assignment of Rents and Leases. (a) In furtherance of The Grantor also irrevocably and in addition absolutely assigns the Rents and Profits to the assignment made by Grantor hereinBeneficiary. Notwithstanding any contrary provisions hereof, Grantor 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 this assignment is intended to effect an absolute assignment and immediate assignments from the Grantor to the Lender of the Rents and Profits and not an assignment for additional merely the creation of a lien thereon or a security onlyinterest therein. So long as no Event of Default shall have occurred and be continuing, The Grantor shall have a revocable license from Beneficiary (the "Grantor's License") to exercise all rights extended manage and operate the Project and to the landlord under the Leasescollect, including the right to receive and collect apply for its own account all Rents as they become due; provided, however, that the Grantor's License shall cease and to hold terminate upon the Rents in trust for use in the payment and performance occurrence of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no an "Event of Default shall have occurred and be continuingDefault' (as defined below). Upon the occurrence termination of the Grantor's License, the Beneficiary, its agents and during employees are hereby expressly and irrevocably authorized before, in conjunction with, or after acceleration of the continuance Debentures, at the Beneficiary's option, to enter and take possession of an Event the Property (a) by entry at the business or rental office of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, if any, located upon the license herein granted shall automatically expire and terminateProperty, without notice by Beneficiary (any such notice being hereby expressly waived by Grantor).
or (b) by written notice served personally upon or sent by registered or certified mail to the Grantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtain, and that upon recordation in accordance with the provisions of Section 6.2 of this Deed of Trust, as the Beneficiary may elect, and no further authorization shall havebe required. 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 extent permitted under applicable law, a valid Property 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. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and all third partiesProfits 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 subsequently appointed trustee "Event of Default" (defined below), in any case under Title 11 such manner as the Beneficiary may elect, leasing, in the name of the United States Code (Grantor, the "Bankruptcy Code")whole or any part of the Property which may become vacant, without and employing agents therefore and paying such agents reasonable compensation for their services. The foregoing appointment of the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand Beneficiary as the attorney-in-fact for the RentsGrantor constitutes a power coupled with an interest and, obtaining the appointment of a receiver or taking any as such, is irrevocable. The powers and rights granted in this section shall be other affirmative action.
(c) Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor and Beneficiary agree that (a) remedies provided in this Deed of Trust shall constitute a "security agreement" for purposes upon the occurrence of Section 552(b) an Event of the Bankruptcy Code, (b) the security interest created by this Deed Default and may be exercised independently of Trust extends to property or concurrently with any of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcyremedies.
Appears in 2 contracts
Sources: Subscription and Purchase Agreement (Renaissance Entertainment Corp), Subscription and Purchase Agreement (Renaissance Entertainment Corp)
Assignment of Rents and Leases. (a) In furtherance of and in addition to the assignment made by Grantor herein, Grantor 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, Grantor 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 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 not 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 such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" c▇▇▇ ▇▇forced ▇" and enforced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
Appears in 1 contract
Assignment of Rents and Leases. (a) In furtherance of and in addition to the assignment made by Grantor herein, The Grantor hereby irrevocably, absolutely and unconditionally assigns, sells, transfers and conveys assigns to the Beneficiary all of its the Grantor's right, title and interest in and to all LeasesLeases and Rents. Subject to the terms of Section 5.02, whether now existing or hereafter entered intoit is intended by the Grantor that the assignments of Leases and Rents contained in Sections 2.01(f) and 2.01(g) and this Section 5.01 are and shall be present, irrevocable, absolute and unconditional assignments of the Leases and Rents. Subject to the terms of this Article V, the Beneficiary grants to the Grantor a license to collect and receive all of its rightRents upon, title and interest in but not prior to thirty (30) days before, the due date thereof and to exercise all Rentsother rights of the Grantor under the Leases. This assignment is If an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred occur and be continuing, Grantor the foregoing license shall automatically terminate and the Beneficiary shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leasesabsolute, including the immediate and continuing right to collect and receive and collect all Rents and to hold exercise all of its rights and remedies under this Deed of Trust, 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 not legal proceedings have commencedother Loan Documents, 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 such notice being hereby expressly waived by Grantor)applicable law.
(b) At the request of the Beneficiary, the Grantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtainshall promptly execute, acknowledge, deliver, record, register 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 file any additional general assignment of the Rents arising out and Leases or specific assignment of any Lease which the Beneficiary may require from time to time (all in form and substance satisfactory to the Beneficiary) to effectuate, complete, perfect, continue or preserve the assignments 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. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the "Bankruptcy Code"Section 2.01(f), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative actionSection 2.01(g) and Section 5.01(a).
(c) Without limitation If an Event of Default shall occur and be continuing, (i) the Grantor shall promptly pay to 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 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 CodeLeases, (bii) Rents received by the security interest created Beneficiary shall be applied by this Deed of Trust extends to property of Grantor acquired before the commencement of a case Beneficiary in bankruptcy and to all amounts paid as Rentsaccordance with Section 6.05, and (ciii) such any security interest shall extend to all Rents acquired or other deposits actually received by the estate after Beneficiary shall be held, applied and disbursed by the commencement Beneficiary as provided in the applicable Leases and applicable law. Without impairing any of its rights hereunder or under any case 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 bankruptcySection 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 Rents received by the Beneficiary unless and until 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.
Appears in 1 contract
Assignment of Rents and Leases. (a) In furtherance of and in addition to the assignment made by Grantor herein, Grantor Debtor hereby absolutely and unconditionally assigns, sellstransfers, transfers conveys and conveys sets over to Beneficiary all of its Debtor's estate, right, title and interest in in, to and to under all Leasesleases, whether now existing on the date hereof or hereafter entered intointo (including any extensions, modifications or amendments thereto) relating to the Site, (the "Leases"), together with all rights, powers, privileges, options and other benefits of Debtor as the lessor under the Leases regarding the current tenants and any future tenants, and all the Rents with respect to the Site, excluding Debtor's accounts receivable and those of its right, title tenants 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 revocable license from Beneficiary to exercise all rights extended to the landlord under the Leasessubtenants, including those now due, past due or to become due. Debtor irrevocably appoints Beneficiary its true and lawful attorney-in-fact, at the right option of Beneficiary, at any time and from time 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 time upon and during the continuance of an Event of Default, whether or not legal proceedings have commencedto take possession and control of the Site, pursuant to Debtor's rights as lessor under the Leases, and without regard to wastedemand, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire receive and terminate, without notice by Beneficiary (any such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtain, and that upon recordation of this Deed of Trust, Beneficiary shall haveenforce payment, to give receipts, releases and satisfaction and to sue, in the extent permitted under applicable lawname of Debtor or Be▇▇▇iciary, a valid and fully perfected, first priority, present assignment for all of the Rents arising out Rents. It is intended by Debtor and Beneficiary that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. The consideration received by Debtor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Debtor. Notwithstanding the foregoing, however, so long as no Event of Default has occurred and is continuing, Debtor shall have a license, revocable upon and during the Leases continuance of an Event of Default, to possess and control the Site and collect and receive all security for Rents. Upon and during the continuance of an Event of Default, such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents license shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative actionautomatically revoked.
(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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
Appears in 1 contract
Sources: Loan Agreement (Rc Arbys Corp)
Assignment of Rents and Leases. (a) In furtherance of and in addition Borrower hereby presently assigns to the assignment made by Grantor herein, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Beneficiary Agent all of its Borrower's right, title and interest in and to all any Leases, whether now existing 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 all 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 its rightthe Property, title the right to give notice to the tenants of this assignment, to collect rents, issues and interest in 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 Rentscharges and expenses relating to the Property, to the Obligations. This assignment is shall be an absolute assignment assignment, subject to the license herein granted to Borrower and not an assignment for additional security onlyBorrower's obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. So long as no Event of Default shall have occurred and be continuing, Grantor shall have Agent hereby grants a revocable license from Beneficiary to exercise all rights extended Borrower to collect and use such rents, issues and profits; provided, however, that 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 automatically revoked, without any action on Agent's part, upon the occurrence and during the continuance of an Event of Default. Notwithstanding any law to the contrary, whether or not legal proceedings have commencedif there is an Event of Default, and without regard if there is any applicable law requiring Agent 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 such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 take possession of the Rents arising out of the Leases and all security for Property (or some action equivalent thereto, such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining securing the appointment of a receiver receiver) in order for Agent to "perfect" or taking 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 other affirmative action.
(c) Without limitation of the absolute nature of the assignment of the Rents hereunderaction on Agent's part, 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired solely by the estate after occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the commencement 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 case in bankruptcyLeases and/or any rents, issues and profits assigned herein.
Appears in 1 contract
Assignment of Rents and Leases. (a) In furtherance 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 to collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in addition accordance with all of the other terms, conditions and provisions hereof and of the Leases, contracts, agreements and other instruments with respect to which such payments are made. Upon the occurrence of an Event of Default, such license shall be revoked and shall terminate, immediately and automatically without notice to Borrower or any other person (to the extent permitted by law), and shall not be reinstated upon a cure of such Event of Default without the express written consent of Lender. Such assignment made by Grantor hereinshall be fully effective without any further action on the part of Borrower or Lender, Grantor hereby absolutely and unconditionally assignsLender shall be entitled, sellsat its option, transfers upon the occurrence of an Event of Default hereunder, to collect, receive and conveys to Beneficiary apply all of its Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in and to all Leasesany escrowed sums or deposits or any portion thereof or interest therein, whether now existing or hereafter entered into, 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. Nothing contained herein and no exercise of any right or privilege hereunder by ▇▇▇▇▇▇ shall be construed to constitute Lender as a mortgagee‑in‑possession. All Rents and all other rents, income, proceeds and benefits of its the Collateral received by Borrower from or related to the Collateral or any part thereof, from and after the occurrence of an Event of Default, shall be deemed received in trust and shall be turned over to Lender within one Business Day after ▇▇▇▇▇▇▇▇'s receipt thereof. Borrower further grants to Lender the right, title at ▇▇▇▇▇▇'s option, to:
(i) enter upon and interest 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 other person defaulting in the payment of any amount when and to all Rents. This assignment is an absolute assignment as due and not an assignment for additional security only. So long as no Event payable, or in the performance of Default shall have occurred and be continuingany other obligation, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including contract or other instrument to which said Rents or other rents, income, proceeds or benefits relate;
(iii) let or convey the right to receive and collect all Collateral or any portion thereof or any interest therein; and
(iv) apply Rents and such other rents, income, proceeds and benefits, after the payment of all 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 hold exercise or prosecute any of the Rents 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 trust for use connection with or arising or growing out of the covenants and agreements of Borrower in the payment and Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to make Lender liable for the performance of any of the Obligations terms and conditions of any of the Leases, or 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 otherwise use any lessee, licensee, employee or stranger.
(b) Borrower represents, warrants, covenants and agrees with ▇▇▇▇▇▇ that, other than as set forth on Schedule 3, there are no existing Leases, and Borrower will not enter into any other Lease without the same. The foregoing license is granted subject to prior written consent of Lender.
(c) Borrower hereby irrevocably appoints Lender its true and lawful attorney‑in‑fact with power of substitution and with full power for Lender in its own name and capacity or in the conditional limitation that no Event name and capacity of Default shall have occurred Borrower, from and be continuing. Upon after the occurrence and during the continuance of an Event of Default, whether to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property that Lender may deem necessary or not legal proceedings have commenced, desirable in order to collect and without regard to waste, adequacy of security for enforce the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (any such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 payment of the Rents arising out and to demand, correct, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. Such appointment is coupled with an interest and is irrevocable. Lender shall not be liable for or prejudiced by any loss of any note, checks, drafts, etc., unless such loss shall have been found by a court of competent jurisdiction to have been due to the gross negligence or willful misconduct of Lender. Borrower also hereby irrevocably appoints Lender as its true and lawful attorney‑in‑fact to appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the Leases 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 security for such Leases subject amounts due Borrower pursuant to the Permitted Liens Leases to Lender or such nominee as Lender may designate in writing delivered to and in the case received by such Tenants, and such Tenants are expressly relieved of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor any and all third partiesduty, including, without limitation, any subsequently appointed trustee liability or obligation to Borrower in any case under Title 11 respect of the United States Code (the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative actionall payments so made.
(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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
Appears in 1 contract
Assignment of Rents and Leases. (a) In furtherance Grantor hereby assigns to Beneficiary the Rents and Leases as further security for the payment of and in addition to performance of the assignment made by Obligations, and Grantor herein, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys grants to Beneficiary all and Trustee the right to enter the Mortgaged Property for the purpose of its right, title and interest in collecting the Rents and to all Leases, whether now existing let the Mortgaged Property or hereafter entered intoany part thereof, and all to apply the Rents on account of its right, title and interest in and to all Rentsthe Obligations. This assignment is an absolute The foregoing assignment and not an assignment for additional security only. So grant is present and absolute and shall continue in effect until the Obligations are fully paid and performed, but so long as no Event of Default shall have occurred and be is continuing, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including hereby waives the right to receive and collect all enter the Mortgaged Property for the purpose of collecting the Rents and Grantor shall be entitled to hold collect, receive, use and retain the Rents. Such right of Grantor to collect, receive, use and retain 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 may be continuing. Upon revoked by Beneficiary upon the occurrence and during the continuance of any Event of Default by giving not less than five days’ written notice of such revocation to Grantor. After an Event of Default, whether Beneficiary may, at any time, either in person, by agent or not legal proceedings have commencedby a receiver appointed by a court, and without regard to waste, the adequacy of any security for the Secured Obligations and without regard to solvency of Borrower, enter upon, take possession of and manage the Mortgaged Property, or solvency any part thereof, for the purpose of collecting the Rents in its own name sue for or otherwise collect the Rents, including those past due and 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 Beneficiary may so determine. In the event such notice is given, 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 part of the Mortgaged Property as may be in the possession of Grantor or any affiliate of Grantor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (upon default in any such notice being hereby expressly waived 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 Grantorsummary 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 acknowledges has not affirmatively done any act that would prevent Beneficiary has taken all reasonable actions necessary to obtainfrom, and that upon recordation of this Deed of Trustor limit Beneficiary in, Beneficiary shall have, to the extent permitted acting under applicable law, a valid and fully perfected, first priority, present assignment any of the Rents arising out provisions 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. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative actionforegoing assignment.
(c) Without limitation of Except for any matter disclosed in the absolute nature of Credit Agreement, no action has been brought or, so far as is known to Grantor, is threatened, that would interfere in any way with 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 right of Grantor acquired before to execute the commencement foregoing assignment and perform all of a case Grantor’s obligations contained in bankruptcy this Section and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by in the estate after the commencement of any case in bankruptcyLeases.
Appears in 1 contract
Sources: Credit Agreement (Health Management Associates Inc)
Assignment of Rents and Leases. (a) In furtherance The assignment, grant and conveyance of and in addition to the assignment made by Grantor herein, Grantor 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, Rents and all other rents, income, proceeds and benefits of its rightthe Collateral contained in the granting clause of this Instrument shall constitute an absolute, title present and interest in irrevocable assignment, grant and to all Rents. This assignment is conveyance, provided that, until an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred has occurred, a license is hereby given to Borrower to collect, receive and be continuingapply Rents, Grantor shall have a revocable license from Beneficiary to exercise as they become due and payable, but not in advance thereof, and in accordance with all rights extended to of the landlord under other terms, conditions and provisions hereof and of the Leases, including the right contracts, agreements and other instruments with respect 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 continuingwhich such payments are made. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, such license shall be revoked and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, immediately and automatically without notice by Beneficiary to Borrower or any other person (any such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtain, and that upon recordation of this Deed of Trust, Beneficiary shall have, to the extent permitted under applicable by law), and shall not be reinstated upon a valid cure of such Event of Default without the express written consent of Lender. Such assignment shall be fully effective without any further action on the part of Borrower or Lender, and fully perfectedLender shall be entitled, first priorityat its option, present assignment 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. Nothing contained herein and no exercise of any right or privilege hereunder by ▇▇▇▇▇▇ shall be construed to constitute Lender as a mortgagee-in-possession. All Rents arising out and all other rents, income, proceeds and benefits of the Leases and all security for such Leases subject Collateral received by Borrower from or related to the Permitted Liens Collateral or any part thereof, from and in after the case occurrence of security depositsan Event of Default, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed received in trust and shall be turned over to be fully perfected, "choate" Lender within one Business Day after ▇▇▇ ▇▇forced as ▇▇▇▇’s receipt thereof. Borrower further grants to Grantor and all third partiesLender the right, includingat ▇▇▇▇▇▇’s option, 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.to:
Appears in 1 contract
Assignment of Rents and Leases. (a) In furtherance As additional and collateral security for the payment of the Note and in addition all sums to the assignment made by Grantor hereinbecome due under this Deed of Trust, Grantor Trustor hereby absolutely and unconditionally assigns, sells, transfers and conveys assigns to Beneficiary all leases, rents and other revenues, rights and benefits accruing to Trustor hereunder, (including, without limitation, 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 its right, title and interest in and to all Leases, whether now existing or hereafter entered intothe Premises (the "Matrix Lease"), and all present and future leases (including all other agreements by which occupancy of its rightthe Premises is granted) on the Premises or any part thereof (collectively, 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 continuingthe "Leases"), Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including with the right to receive the same and collect all Rents and apply them to hold the Rents in trust for use in Note or other indebtedness secured hereby. Although the payment and performance interest of the Obligations Beneficiary by virtue of the foregoing assignment shall be deemed to be vested and ▇▇▇▇▇▇ as of the date hereof, Trustor may collect and retain such rents and other revenues until Beneficiary gives written notice of its intention to otherwise use the samecollect such amounts. The foregoing license is granted subject to the conditional limitation that no 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, ▇▇▇ 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 Deed 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 occurred been previously approved by Beneficiary in writing, and shall be continuinginferior to the lien of this Deed of Trust. Upon 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 occurrence and during right throughout the continuance 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, whether or not legal proceedings have commenced, all rents collected by Trustor shall be applied in any manner that Beneficiary deems advisable and without regard to waste, adequacy the manner and priorities set forth in the Assignment of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire Leases and terminate, without notice Rents. Receipt by Beneficiary (of such rents, issues and profits shall not constitute a waiver of any right that Beneficiary may enjoy under this Deed of Trust or under the 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 notice being hereby expressly waived by Grantor)rental amounts under applicable law effect a reinstatement hereunder.
(bd) Grantor acknowledges that In the event the Beneficiary has taken all reasonable actions necessary shall institute judicial proceedings to obtainforeclose the lien hereof, and that upon recordation shall be appointed as mortgagee in possession of this Deed the Premises, the Beneficiary during such time as it shall be mortgagee in possession of Trustthe Premises pursuant to an order or decree entered in such judicial proceedings, Beneficiary shall have, and the Trustor hereby gives and grants to the extent permitted under applicable lawBeneficiary, a valid the right, power and fully perfected, first priority, present assignment authority to make and enter into leases of the Rents arising out of the Leases and all security Premises or portions thereof for such Leases subject to the Permitted Liens rents and for such periods of occupancy and upon such conditions and provisions as such mortgagee in the case of security deposits, rights of depositors possession may deem desirable and requirements of law. Grantor Trustor expressly acknowledges and agrees that upon recordation the term of this Deed any such lease may extend beyond the date of Trustany 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, Beneficiary's interest in the Rents such Beneficiary shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and all third parties, including, without limitation, any subsequently appointed trustee shall be the attorney in any case under Title 11 fact of the United States Code (Trustor for the "Bankruptcy Code")purpose of making and entering into leases of parts or portions of the Premises for the rents and upon the terms, without conditions and provisions deemed desirable to such Beneficiary and with like effect as if such leases had been made by the necessity Trustor as the owner in fee simple of commencing a foreclosure action with respect to the Premises free and clear of any conditions or limitations established by this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.
(c) Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor . The power 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 bankruptcy authority hereby given and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired granted by the estate after Trustor to the commencement of any case in bankruptcyBeneficiary shall be deemed to be coupled with an interest and shall not be revocable by Trustor.
Appears in 1 contract
Sources: Deed of Trust (Matrix Bancorp Inc)
Assignment of Rents and Leases. (a) In furtherance of and in addition to As further security for the assignment made by Grantor hereinSecured Obligations, Grantor Mortgagor hereby absolutely and unconditionally assignsirrevocably grants, sellsconveys, pledges, hypothecates, transfers and conveys to Beneficiary assigns unto Mortgagee all of its right, title and interest in and to all Leases, whether Rents now existing or hereafter entered intodue or payable for the occupancy or use of the Property or any portion thereof, and all of its rightleases and subleases, title and interest in and to whether written or oral, with all Rentssecurity therefore, including without limitation, all guaranties thereof, now or hereafter affecting the Property. This assignment is an a present and absolute assignment and assignment, not an assignment for additional security purposes only, and Mortgagee’s right to the Rents is not contingent upon, and may be exercised without possession of, the Property. So long Mortgagee confers upon Mortgagor a license (“License”) to collect and retain the Rents as no they become due and payable, until the occurrence of an Event of Default shall Default. Mortgagor represents, warrants, and covenants to and with Mortgagee that (a) the Rents have occurred not been sold, assigned, transferred or set over by any instrument now in force and will not at any time during the term of this assignment be continuingsold, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leasesassigned, including transferred or set over; and (b) Mortgagor has the right to receive sell, assign, transfer and collect all set over the Rents and to hold grant to and confer upon Mortgagee the Rents in trust for use in the payment rights, interests, powers and performance of the Obligations authorities granted 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 continuingconferred by this Mortgage. Upon the occurrence and during the continuance continuation of an Event of Default, the License shall automatically be revoked and Mortgagee may, at its option, without notice, and whether or not legal proceedings the Secured Obligations shall have commencedbeen 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 regard limitation, making necessary repairs, alterations and improvements 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 such notice being hereby expressly waived by GrantorProperty).
; (b) Grantor acknowledges that Beneficiary has taken all reasonable actions necessary 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 obtainprotect the security of this Mortgage, and that upon recordation (f) either with or without taking possession of this Deed the Property, in its own name or in the name of TrustMortgagor, Beneficiary shall havecollect 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 extent permitted under applicable lawProperty 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, a valid Mortgagee shall be entitled and fully perfectedempowered to employ attorneys and management, first priorityrental and other agents in and about the Property to effect the matters which Mortgagee is empowered to do, present assignment and if 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 the Rents arising out of the Leases and all security for Mortgagee or such Leases persons shall be so much additional indebtedness subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation terms of this Deed Mortgage. Mortgagee may apply all funds collected as aforesaid, less costs and expenses of Trustoperation and collection, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and all third parties, including, including without limitation, reasonable attorneys’ and agents’ fees, charges, costs and expenses, upon any subsequently appointed trustee indebtedness in any case under Title 11 accordance with the terms of the United States Code (the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or Intercreditor Agreement. The entering upon and taking any other affirmative action.
(c) Without limitation possession of the absolute nature Property and the collection of Rents and the assignment of the Rents hereunder, Grantor and Beneficiary agree that (a) application thereof as set forth in this Deed of Trust Mortgage shall constitute a "security agreement" for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created not cure or waive any default or invalidate any act done by this Deed of Trust extends to property of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcyMortgagee.
Appears in 1 contract
Assignment of Rents and Leases. (a) In furtherance 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 to collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in addition accordance with all of the other terms, conditions and provisions hereof and of the Leases, contracts, agreements and other instruments with respect to which such payments are made. Upon the occurrence of an Event of Default, such license shall be revoked and shall terminate, immediately and automatically without notice to Borrower or any other person (to the extent permitted by law), and shall not be reinstated upon a cure of such Event of Default without the express written consent of Lender. Such assignment made by Grantor hereinshall be fully effective without any further action on the part of Borrower or Lender, Grantor hereby absolutely and unconditionally assignsLender shall be entitled, sellsat its option, transfers upon the occurrence of an Event of Default hereunder, to collect, receive and conveys to Beneficiary apply all of its Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in and to all Leasesany escrowed sums or deposits or any portion thereof or interest therein, whether now existing or hereafter entered into, 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. Nothing contained herein and no exercise of any right or privilege hereunder by ▇▇▇▇▇▇ shall be construed to constitute Lender as a mortgagee-in-possession. All Rents and all other rents, income, proceeds and benefits of its the Collateral received by Borrower from or related to the Collateral or any part thereof, from and after the occurrence of an Event of Default, shall be deemed received in trust and shall be turned over to Lender within one Business Day after ▇▇▇▇▇▇▇▇’s receipt thereof. Borrower further grants to Lender the right, title at ▇▇▇▇▇▇’s option, to:
(i) enter upon and interest 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 other person defaulting in the payment of any amount when and to all Rents. This assignment is an absolute assignment as due and not an assignment for additional security only. So long as no Event payable, or in the performance of Default shall have occurred and be continuingany other obligation, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including contract or other instrument to which said Rents or other rents, income, proceeds or benefits relate;
(iii) let or convey the right to receive and collect all Collateral or any portion thereof or any interest therein; and
(iv) apply Rents and such other rents, income, proceeds and benefits, after the payment of all 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 hold exercise or prosecute any of the Rents 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 trust for use connection with or arising or growing out of the covenants and agreements of Borrower in the payment and Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to make Lender liable for the performance of any of the Obligations terms and conditions of any of the Leases, or 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 otherwise use any lessee, licensee, employee or stranger.
(b) Borrower represents, warrants, covenants and agrees with ▇▇▇▇▇▇ that, other than as set forth on Schedule 3, there are no existing Leases, and Borrower will not enter into any other Lease without the same. The foregoing license is granted subject to prior written consent of Lender.
(c) Borrower hereby irrevocably appoints Lender its true and lawful attorney-in-fact with power of substitution and with full power for Lender in its own name and capacity or in the conditional limitation that no Event name and capacity of Default shall have occurred Borrower, from and be continuing. Upon after the occurrence and during the continuance of an Event of Default, whether to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property that Lender may deem necessary or not legal proceedings have commenceddesirable in order to collect and enforce the payment of the Rents and to demand, correct, receive, endorse, and without regard deposit all checks, drafts, money orders or notes given in payment of such Rents. Such appointment is coupled with an interest and is irrevocable. Lender shall not be liable for or prejudiced by any loss of any note, checks, drafts, etc., unless such loss shall have been found by a court of competent jurisdiction to wastehave been due to the gross negligence or willful misconduct of Lender. Borrower also hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to appear in any state or federal bankruptcy, adequacy insolvency, or reorganization proceeding in any state or federal court involving any of security for the Obligations or solvency Tenants of Grantorthe Leases. Lessees of the Property are hereby expressly authorized and directed, the license herein granted shall automatically expire from and terminate, without after service of a notice by Beneficiary (Lender to pay any and all amounts due Borrower pursuant to the Leases to Lender or such notice being hereby nominee as Lender may designate in writing delivered to and received by such Tenants, and such Tenants are expressly waived by Grantor)relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made.
(bd) Grantor acknowledges that Beneficiary has taken all reasonable actions necessary to obtainIn addition to, 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 subject to the Permitted Liens and not in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and all third parties, including, without limitationlimitation of, any subsequently appointed trustee other remedy provided in any case or available under Title 11 of this Instrument, Lender shall have all the United States Code rights set forth in A.R.S. § 33-702B (the "Bankruptcy Code")as amended, without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver supplemented or taking any other affirmative action.
(csupplanted) Without limitation of the absolute nature regarding enforcement of the assignment of the Leases and 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcycontained herein.
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Assignment of Rents and Leases. (a) In furtherance of and in addition to the assignment made by Grantor hereinMortgagor in Granting Clause A(iii) of this Mortgage, Grantor Mortgagor hereby absolutely and ---------------------- unconditionally assigns, sells, transfers and conveys to Beneficiary Mortgagee 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 It is the intention of Mortgagor and Mortgagee that this assignment is 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, Grantor Mortgagor shall have a revocable license from Beneficiary Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to observe, perform, comply with and discharge all of the obligations of the landlord thereunder, the right to demand and receive performance under the Leases, the right to enforce all rights and exercise all remedies under the Leases, the right to terminate or amend any Lease and 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 ; provided, however, that such rights may ----------------- be exercised by Mortgagor only to the conditional limitation that no Event of Default shall have occurred and be continuingextent they are not restricted under the Financing Agreements. 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 GrantorMortgagor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary Mortgagee (any such notice being hereby expressly waived by GrantorMortgagor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver 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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
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Assignment of Rents and Leases. (a) In furtherance 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 to collect, receive and apply Rents, as they become due and payable, but not in advance thereof, and in addition accordance with all of the other terms, conditions and provisions hereof and of the Leases, contracts, agreements and other instruments with respect to which such payments are made. Upon the occurrence of an Event of Default, such license shall be revoked and shall terminate, immediately and automatically without notice to Borrower or any other person (to the extent permitted by law), and shall not be reinstated upon a cure of such Event of Default without the express written consent of Lender. Such assignment made by Grantor hereinshall be fully effective without any further action on the part of Borrower or Lender, Grantor hereby absolutely and unconditionally assignsLender shall be entitled, sellsat its option, transfers upon the occurrence of an Event of Default hereunder, to collect, receive and conveys to Beneficiary apply all of its Rents and all other rents, income, proceeds and benefits from the Collateral, including all right, title and interest of Borrower in and to all Leasesany escrowed sums or deposits or any portion thereof or interest therein, whether now existing or hereafter entered into, 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. Nothing contained herein and no exercise of any right or privilege hereunder by ▇▇▇▇▇▇ shall be construed to constitute Lender as a mortgagee-in-possession. All Rents and all other rents, income, proceeds and benefits of its the Collateral received by Borrower from or related to the Collateral or any part thereof, from and after the occurrence of an Event of Default, shall be deemed received in trust and shall be turned over to Lender within one Business Day after ▇▇▇▇▇▇▇▇’s receipt thereof. Borrower further grants to Lender the right, title at ▇▇▇▇▇▇’s option, to:
(i) enter upon and interest 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 other person defaulting in the payment of any amount when and to all Rents. This assignment is an absolute assignment as due and not an assignment for additional security only. So long as no Event payable, or in the performance of Default shall have occurred and be continuingany other obligation, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including contract or other instrument to which said Rents or other rents, income, proceeds or benefits relate;
(iii) let or convey the right to receive and collect all Collateral or any portion thereof or any interest therein; and
(iv) apply Rents and such other rents, income, proceeds and benefits, after the payment of all 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 hold exercise or prosecute any of the Rents 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 trust for use connection with or arising or growing out of the covenants and agreements of Borrower in the payment and Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to make Lender liable for the performance of any of the Obligations terms and conditions of any of the Leases, or 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 otherwise use any lessee, licensee, employee or stranger.
(b) Borrower represents, warrants, covenants and agrees with ▇▇▇▇▇▇ that, other than as set forth on Schedule 3, there are no existing Leases, and Borrower will not enter into any other Lease without the same. The foregoing license is granted subject to prior written consent of Lender.
(c) Borrower hereby irrevocably appoints Lender its true and lawful attorney-in-fact with power of substitution and with full power for Lender in its own name and capacity or in the conditional limitation that no Event name and capacity of Default shall have occurred Borrower, from and be continuing. Upon after the occurrence and during the continuance of an Event of Default, whether to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property that Lender may deem necessary or not legal proceedings have commenced, desirable in order to collect and without regard to waste, adequacy of security for enforce the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (any such notice being hereby expressly waived by Grantor).
(b) Grantor acknowledges that Beneficiary has taken all reasonable 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 payment of the Rents arising out and to demand, correct, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. Such appointment is coupled with an interest and is irrevocable. Lender shall not be liable for or prejudiced by any loss of any note, checks, drafts, etc., unless such loss shall have been found by a court of competent jurisdiction to have been due to the gross negligence or willful misconduct of Lender. Borrower also hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the Leases 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 security for such Leases subject amounts due Borrower pursuant to the Permitted Liens Leases to Lender or such nominee as Lender may designate in writing delivered to and in the case received by such Tenants, and such Tenants are expressly relieved of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇▇▇ ▇▇forced as to Grantor any and all third partiesduty, including, without limitation, any subsequently appointed trustee liability or obligation to Borrower in any case under Title 11 respect of the United States Code (the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative actionall payments so made.
(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 bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
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Assignment of Rents and Leases. (a) In furtherance of and in addition to the assignment made by Grantor Trustor herein, Grantor 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, Grantor 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 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 not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of GrantorTrustor, the license herein granted shall automatically expire and terminate, without notice by Beneficiary (any such notice being hereby expressly waived by GrantorTrustor).
(b) Grantor Trustor acknowledges that Beneficiary has taken all reasonable 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 subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Grantor Trustor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary's interest in the Rents shall be deemed to be fully perfected, "choate" ▇a▇▇ ▇▇forced ▇orced as to Grantor Trustor and 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 foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.
(c) Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor 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 Grantor Trustor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.
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