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201201591
<br />license, Assignee shall have the right and authority, without any notice whatsoever to Assignor
<br />and without regard to the adequacy of the security therefor, to: (a) make application to a court of
<br />competent jurisdiction for appointment of a receiver for all or any part of the Grand Island
<br />Project, as particularly set forth in the Grand Island Mortgage; (b) manage and operate the Grand
<br />Island Project, with full power to employ agents to manage the same; (c) demand, collect,
<br />receive and sue for the Rents, including those past due and unpaid; and (d) do all acts relating to
<br />such management of the Grand Island Project, including, but not limited to, negotiation of new
<br />Leases, making adjustrnents of existing Leases, contracting and paying for repairs and
<br />replacements to the Marion Improvements and to the fixtures, equipment and personal property
<br />located in the Marion Improvements or used in a.ny way in the operation, use and occupancy of
<br />the Grand Island Project as in the reasonable judgment and discretion of Assignee may be
<br />necessary to maintain the same in a tenantable condition, purchasing and paying for such
<br />additional furniture and equipment �s in the sole subjective judgment of Assignee may be
<br />necessary to maintain a proper rental income from the Grand Island Project, employing
<br />necessary managers and other employees, purchasing fuel, providing utilities and paying for all
<br />other expenses incurred in the operation of the Grand Island Project, maintaining adequate
<br />insurance coverage over hazards customarily insured against and paying the premiums therefor.
<br />Assignee shall apply the Rents received by Assignor from the Grand Island Project, after
<br />deducting the costs of collection thereof, including, without limitation, reasonable attorneys' fees
<br />and a management fee for any management agent so employed, against amounts expended for
<br />repairs, upkeep, maintenance, service, fuel, utilities, taxes, assessments, insurance premiums and
<br />such other expenses as Assignee incurs in connection with the operation of the Grand Island
<br />Project and. against interest, principal, required escrow deposits and other sums which have or
<br />which may become due, from time to time, under the terms of the Loan Documents, in such
<br />order or priority as to any of the items so mentioned as Assignee, in its reasonable discretion,
<br />may determine. The exercise by Assignee of the rights granted Assignee in this paragraph, and
<br />the collection of, the Rents and the application thereof as herein provided, shall not be
<br />considered a waiver by Assignee of any Event of Default under the Loan Documents or prevent
<br />foreclosure of any liens on the Grand Island Project nor shall such exercise make Assignee liable
<br />under any of the Leases, Assignee hereby expressly reserving all of its rights and privileges
<br />under the Grand Island Mortgage and the other Loan Documents as fully as though this
<br />Assignment had not been entered into.
<br />Without limiting the rights granted hereinabove, in the event Assignor shall fail to make
<br />any payment or to perform any act required under the terms hereof and such failure shall not be
<br />cured within any applicable grace or cure period, then Assignee may, but shall not be obligated
<br />to, without prior notice to or demand on Assignor, and without releasing Assignor from any
<br />obligation hereof, make or perform the same in such manner and to such e�ent as Assignee may
<br />deem necessary to protect the security hereof, including specifically, without limitation,
<br />appearing in and defending any action or proceeding purporting to affect the security hereof or
<br />the rights or powers of Assignee, performing or discharging any obligation, covenant or
<br />agreement of Assignor under any of the Leases, and, in exercising any of such powers, paying all
<br />necessary costs and expenses, employing counsel and incurring and paying attorneys' fees. Any
<br />sum advanced or paid by Assignee for any such purpose, including, without limitation, attorneys'
<br />fees if recoverable under applicable law, together with interest thereon at the Default Rate from
<br />the date paid or advanced by Assignee until repaid by Assignor, shall immediately be due and
<br />payable to Assignee by Assignor on demand and shall be secured by the Grand Island Mortgage
<br />ASSIGNMENT OF LEASES AND RENTS Page 3
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