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all advance payments of insurance premiums made by Trustor, and all condemnation awards <br />or payments now or later made in connection with any condemnation or eminent domain <br />proceeding ("Proceeds"); <br />f. All revenues, income, rents, royalties, payments and profits produced by the <br />Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter _ <br />acquired by Trustor ("Gross Revenues"); <br />g. All architectural, structural and mechanical plans, specifications, design <br />documents and studies produced in connection with development of the Land and <br />construction of the Improvements (collectively, "Plans"); and <br />h. All interests and rights in any private or governmental grants, subsidies, loans <br />or other financing provided in connection with development of the Land and construction of <br />the Improvements (collectively, "Financing"). <br />All of the above -referenced interests of Trustor in the Land, Improvements, Appurtenances, <br />Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby <br />conveyed to Trustee or made subject to the security interest herein described are collectively <br />referred to herein as the "Property." <br />2. Obligations Secured. This Leasehold Deed of Trust is given for the purpose of <br />securing payment and performance of the following (collectively,, the "Secured <br />Obligations"): (i) all present and future indebtedness evidenced by the City Note and <br />HOME Note (together the "Notes") and any amendment thereof, including principal, interest <br />and all other amounts payable under the terms of the Note; (ii) all present and future <br />obligations of Trustor to Beneficiary under the Loan Agreement, the Affordable Housing <br />Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, <br />executed by and among City and Trustor and recorded substantially concurrently herewith <br />(the "Regulatory Agreement") or the other City Documents; (iii) all additional present and <br />future obligations of Trustor to Beneficiary under any other agreement or instrument <br />acknowledged by Trustor (whether existing now or in the future) which states that it is or <br />such obligations are, secured by this Leasehold Deed of Trust; (iv) all obligations of Trustor <br />to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of <br />any of the foregoing, whether evidenced by new or additional documents; and (v) <br />reimbursement of all amounts advanced by or on behalf of Beneficiary to protect <br />Beneficiary's interests under this Leasehold Deed of Trust or any other City Document as <br />such may be modified, supplemented, amended, renewed or extended. <br />3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, <br />presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, <br />revenue, income and proceeds of the Property. This is an absolute assignment and not an <br />assignment for security only. Beneficiary hereby confers upon Trustor a license to collect <br />and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they <br />become due and payable prior to any Event of Default hereunder. Upon the occurrence of <br />any such Event of Default, Beneficiary may terminate such license without notice to or <br />demand upon Trustor and without regard to the adequacy of any security for the indebtedness <br />hereby secured, and may either in person, by agent, or by a receiver to be appointed by a <br />court, enter upon and take possession of the Property or any part thereof, and sue for or <br />otherwise collect such rents, issues, and profits, including those past due and unpaid, and <br />apply the same, less costs and expenses of operation and collection, including reasonable <br />144\259\1892893.2 <br />